REGISTERED NUMBER: 04206540 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 March 2025

for

Underbelly Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

C B M Wood

E A A Bartlam

T L Page

SECRETARY:

T L Page

REGISTERED OFFICE:

4th Floor

36-38 Hatton Garden

London

Greater London

EC1N 8EB

REGISTERED NUMBER:

04206540 (England and Wales)

ACCOUNTANTS:

Haywoods

2nd Floor

11A Institute Street

Bolton

BL1 1PZ

FIXED ASSETS

Tangible assets

4

2,605,384

2,887,359

Investments

5

41,841

41,842

2,647,225

2,929,201

CURRENT ASSETS

Stocks

20,000

20,000

Debtors

6

2,032,339

2,995,321

Cash at bank and in hand

400,387

424,161

2,452,726

3,439,482

CREDITORS

Amounts falling due within one year

7

(7,578,407

)

(11,277,272

)

NET CURRENT LIABILITIES

(5,125,681

)

(7,837,790

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,478,456

)

(4,908,589

)

CREDITORS

Amounts falling due after more than one year

8

(4,439,910

)

(2,853,329

)

NET LIABILITIES

(6,918,366

)

(7,761,918

)

CAPITAL AND RESERVES

Called up share capital

23

21

Share premium

2,245,263

-

Revaluation reserve

9

7,116

7,116

Retained earnings

(9,170,768

)

(7,769,055

)

SHAREHOLDERS' FUNDS

(6,918,366

)

(7,761,918

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 19 May 2026 and were signed on its behalf by:

C B M Wood - Director

1.	STATUTORY INFORMATION

Underbelly Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

Significant judgement has been applied in regards to Depreciation, Accrued Income and Prepayments, Accruals and Deferred Income.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

10% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Going concern

The financial statements have been prepared on a going concern basis. During FY25, the company incurred an adjusted loss of approximately £1.4 million, resulting in pressure on working capital and cash flow during the year. Subsequent to the year end, the company's trading performance improved significantly, with the business generating EBITDA in excess of £1.7 million in FY26. This improvement has been driven by the continued success of the company's core events programme, alongside strengthened operational performance and improved financial control.

The company has continued to receive support from shareholders, related parties, and external investors. Based on current trading, forecast performance, and available funding support, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 29 (2024 - 26 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 April 2024

5,163,199

Additions

7,224

At 31 March 2025

5,170,423

DEPRECIATION

At 1 April 2024

2,275,840

Charge for year

289,199

At 31 March 2025

2,565,039

NET BOOK VALUE

At 31 March 2025

2,605,384

At 31 March 2024

2,887,359

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST OR VALUATION

At 1 April 2024

41,842

Disposals

(1

)

At 31 March 2025

41,841

NET BOOK VALUE

At 31 March 2025

41,841

At 31 March 2024

41,842

Cost or valuation at 31 March 2025 is represented by:

Shares in

group

undertakings

£

Valuation in 2021

154,829

Valuation in 2023

(147,711

)

Cost

34,723

41,841

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

561,537

986,450

Amounts owed by joint ventures

-

50,000

Other debtors

1,470,802

1,958,871

2,032,339

2,995,321

Included in other debtors is a balance due from Underbelly Asia Ltd, a company registered in Hong Kong and a wholly owned subsidiary of Underbelly Ltd, of £572,826 (2024: £527,729).

There is a strong appetite and interest for Underbelly shows and live entertainment events across the Middle East, Asia and the Pacific regions.

The directors therefore expect future positive cashflow from the operation of Underbelly Asia Ltd and that the outstanding amounts will be paid in full.

There is a further balance due from By Popular Demand Promotions, the majority shareholder in Underbelly

Ltd, which acts as a holding company of £409,218 (2024: £379,029).

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

440,000

440,000

Trade creditors

2,208,304

2,277,537

Amounts owed to joint ventures

23,716

-

Taxation and social security

2,223,969

1,812,643

Other creditors

2,682,418

6,747,092

7,578,407

11,277,272

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans

73,328

513,329

Other creditors

4,366,582

2,340,000

4,439,910

2,853,329

Creditors falling due after more than one year include the following amounts:

Long-term bank loans 1-2 years of £73,329 (2024: £440,000)

Long-term bank loans 2-5 years of £NIL (2024: £73,329)

Other long-term loans of £4,366,582 (2024: £2,340,000)

9.

RESERVES

Revaluation

reserve

£

At 1 April 2024

and 31 March 2025

7,116

10.	OTHER FINANCIAL COMMITMENTS

The company has ongoing material rental obligations relating to offices and venues of £578,405.

11.	RELATED PARTY DISCLOSURES

There is an amount due from the parent company of £409,218 (2024: £379,029).

Interest has been accrued on the amounts loaned from the directors and related parties of £249,476 (2024: £48,567).

12.	ULTIMATE CONTROLLING PARTY

Mr C Wood and Mr E Bartlam are managing directors and majority shareholders through their holding company By Popular Demand Promotions Ltd, a company registered in England and Wales, registered office 4th Floor, 36-38 Hatton Garden, London, EC1N 8EB.