REGISTERED NUMBER: 03683916 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

FOR

SMART (GROUP) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

Mr JG Lawson

Ms EM Sawford

REGISTERED OFFICE:

Unit 10

Deptford Trading Estate

Blackhorse Road

London

SE8 5HY

REGISTERED NUMBER:

03683916 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Westleigh Scales FCA FMAAT

AUDITORS:

Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

BANKERS:

Lloyds Bank Plc

28 Secklow Gate West

Milton Keynes

MK9 3EH

The directors present their strategic report for the year ended 31 August 2025.

REVIEW OF BUSINESS

Smart (Group) Limited is part of a wider group comprising a portfolio of businesses operating across the catering and event management sector.

It is acknowledged that in prior years Smart (Group) Limited presented consolidated group financial information. Following a group restructuring completed in October 2024, consolidated financial reporting is now undertaken at a higher level within the group structure. Accordingly, these financial statements present the results of the Company as a standalone entity.

During the year, turnover increased by 35% to £10.1 million (2024: £7.5 million), reflecting continued demand for the Company's catering, hospitality and event-related services, together with contributions from joint venture and profit-sharing arrangements.

In addition to its revenue-generating activities, the Company performs a significant operational role within the wider group, providing centralised management, administrative and support services, including shared infrastructure and event coordination functions. The costs associated with these activities are recognised within the Company's results for the year and support both the Company's operations and the wider group's activities.

The directors remain confident in the Company's strategic importance within the group, its operational resilience, and its ability to support the group's continued development and growth.

Financial Key Performance Indicators

The Company's key performance indicators of trade are presented in the table below.

KPI's

2025

2024

2023

Turnover

£10.1m

£7.5m

£7.7m

Operating Profit / (Loss) before tax, depreciation & amortisation

(£2,830k)

(£2,787k)

(£1,749k)

Shareholders' Funds

(£9,443k)

(£6,842k)

(£4,073k)

PRINCIPAL RISKS AND UNCERTAINTIES

The company recognises the trading risks and uncertainties of the current economic climate. The Board is confident that the group has the necessary skills and resources to deal with the challenges arising in the sectors within which we operate.

ON BEHALF OF THE BOARD:

Ms EM Sawford - Director

26 May 2026

The directors present their report with the financial statements of the company for the year ended 31 August 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of planning and events management.

DIVIDENDS

No dividends will be distributed for the period ended 31 August 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2024 to the date of this report.

Mr JG Lawson

Ms EM Sawford

POLITICAL DONATIONS AND EXPENDITURE

During the year the company made no political donations.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Mark J Rees LLP Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Ms EM Sawford - Director

26 May 2026

Opinion

We have audited the financial statements of Smart (Group) Limited (the 'company') for the year ended 31 August 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 August 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We have determined that the principal risk areas where material irregularities could occur were related to posting manual journal entries to manipulate financial performance, revenue recognition, significant one-off or unusual transactions, going concern and the food hygiene rating.

Our audit procedures were designed to respond in particular to these identified risks (including non compliance with laws and regulations and fraud).

Our audit procedures included but were not limited to:

- A review of a sample of events listing reports in the year to ensure these were correctly recorded in revenue and detailed cut off testing around the year end to ensure revenue is correctly recognised.

- A review of laws and regulations the company is subject to, being specifically the food hygiene review and rating, HACCP policy and discussion with management to ensure no instances of non compliance.

- Addressing the risks of fraud through management override of controls by performing journal entry testing.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Westleigh Scales FCA FMAAT (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

27 May 2026

TURNOVER

3

10,143,594

7,523,531

Cost of sales

9,144,839

6,556,408

GROSS PROFIT

998,755

967,123

Administrative expenses

4,585,630

4,408,504

(3,586,875

)

(3,441,381

)

Other operating income

589,661

609,998

OPERATING LOSS

5

(2,997,214

)

(2,831,383

)

Interest receivable and similar income

267

12

(2,996,947

)

(2,831,371

)

Interest payable and similar expenses

7

19,257

84,935

LOSS BEFORE TAXATION

(3,016,204

)

(2,916,306

)

Tax on loss

8

(414,871

)

(133,970

)

LOSS FOR THE FINANCIAL YEAR

(2,601,333

)

(2,782,336

)

LOSS FOR THE YEAR

(2,601,333

)

(2,782,336

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,601,333

)

(2,782,336

)

FIXED ASSETS

Tangible assets

9

275,633

272,780

Investments

10

615,984

615,984

891,617

888,764

CURRENT ASSETS

Debtors

11

4,123,208

5,699,738

Cash at bank

410,751

257,501

4,533,959

5,957,239

CREDITORS

Amounts falling due within one year

12

14,843,803

13,512,897

NET CURRENT LIABILITIES

(10,309,844

)

(7,555,658

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(9,418,227

)

(6,666,894

)

CREDITORS

Amounts falling due after more than one year

13

25,000

175,000

NET LIABILITIES

(9,443,227

)

(6,841,894

)

CAPITAL AND RESERVES

Called up share capital

16

40,872

40,872

Share premium

17

23,256

23,256

Retained earnings

17

(9,507,355

)

(6,906,022

)

SHAREHOLDERS' FUNDS

(9,443,227

)

(6,841,894

)

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:

Mr JG Lawson - Director

Ms EM Sawford - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 September 2023

40,858

(4,123,686

)

9,690

(4,073,138

)

Changes in equity

Issue of share capital

14

-

13,566

13,580

Total comprehensive income

-

(2,782,336

)

-

(2,782,336

)

Balance at 31 August 2024

40,872

(6,906,022

)

23,256

(6,841,894

)

Changes in equity

Total comprehensive income

-

(2,601,333

)

-

(2,601,333

)

Balance at 31 August 2025

40,872

(9,507,355

)

23,256

(9,443,227

)

1.	STATUTORY INFORMATION

Smart (Group) Limited 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial forecasts prepared by the directors show that the company will be able to operate within the facilities available. On that basis the directors have prepared these financial statements on a going concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Smart (Group) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Smart Topco Limited, Unit 10 Deptford Trading Estate, Blackhorse Road, London, SE8 5HY.

Turnover

Turnover represents net invoiced sales of goods and services, excluding value added tax. Turnover is recognised at the date events are held. Income and deposits received for events held after the year end are included as deferred income.

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

-

33% on cost

Fixtures and fittings

-

33% on cost

Motor vehicles

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently, where material, at amortised cost using the effective interest method, less any impairment.

Creditors

Short term creditors are measured at transaction price, less any impairment. Other financial liabilities, including bank loans are measured initially at fair value, net of transaction costs, and are measured subsequently, where material, at amortised cost using the effective interest method, less any impairment.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,436,845

2,017,418

Social security costs

293,953

247,147

Other pension costs

55,114

160,280

2,785,912

2,424,845

The average number of employees during the year was as follows:

2025

2024

Admin

118

114

Production

103

100

221

214

2025

2024

£

£

Directors' remuneration

348,286

406,967

Directors' pension contributions to money purchase schemes

3,482

3,168

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

232,590

301,367

5.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Other operating leases

157

6,071

Depreciation - owned assets

186,054

129,623

Auditors remuneration

9,000

8,500

6.	EXCEPTIONAL ITEMS

2025

2024

£

£

Exceptional items

(105,602

)

(327,818

)

In the current year, the company incurred total exceptional costs of £105,602, these were split between various categories, £38,719 related to legal fees in respect of the Smart Nautical project which is not continuing, £17,612 related to restructuring costs of the group to incorporate a new holding company as the parent of the group, £49,271 related to redundancy fees on the reorganisation of staff.

In the prior year, the company granted debt forgiveness of £327,818 to a related company, Smart Nautical Limited.

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Other interest

19,257

84,935

8.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2025

2024

£

£

Current tax:

Group relief

(414,871

)

(133,970

)

Tax on loss

(414,871

)

(133,970

)

UK corporation tax has been charged at 25% .

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Loss before tax

(3,016,204

)

(2,916,306

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(754,051

)

(729,077

)

Effects of:

Expenses not deductible for tax purposes

10,671

132,964

Capital allowances in excess of depreciation

(8,337

)

(46,023

)

Utilisation of tax losses

-

(133,970

)

Adjustments to tax charge in respect of previous periods

(127,894

)

-

Losses carried forward

464,740

642,136

Total tax credit

(414,871

)

(133,970

)

9.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

machinery

fittings

vehicles

Totals

£

£

£

£

COST

At 1 September 2024

1,758,210

736,417

24,550

2,519,177

Additions

113,003

75,904

-

188,907

At 31 August 2025

1,871,213

812,321

24,550

2,708,084

DEPRECIATION

At 1 September 2024

1,569,927

652,602

23,868

2,246,397

Charge for year

112,581

72,791

682

186,054

At 31 August 2025

1,682,508

725,393

24,550

2,432,451

NET BOOK VALUE

At 31 August 2025

188,705

86,928

-

275,633

At 31 August 2024

188,283

83,815

682

272,780

10.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in joint

undertakings

venture

Totals

£

£

£

COST

At 1 September 2024

and 31 August 2025

440,984

175,000

615,984

NET BOOK VALUE

At 31 August 2025

440,984

175,000

615,984

At 31 August 2024

440,984

175,000

615,984

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Smart Event Catering Limited

Registered office: Unit 10 Deptford Trading Estate, Blackhorse Road, London, United Kingdom, SE8 5HY

Nature of business: Dormant company

%

Class of shares:

holding

Ordinary

100.00