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Registered number: 14756426 EVENTS GROUP HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
EVENTS GROUP HOLDINGS LIMITED COMPANY INFORMATION
Directors | S E Nielson (resigned 24 December 2025)
| P S Cottier (resigned 4 October 2024)
| P S Goldsmith (appointed 29 October 2024)
| J M Goldsmith (appointed 29 October 2024)
Registered number | 14756426
Registered office | Unit 11
| The Edge
| Humber Road
| London
| NW2 6EW
Independent auditors | Adler Shine LLP
| Chartered Accountants & Statutory Auditor
| Cornwall Avenue
| London
| N3 1LF
EVENTS GROUP HOLDINGS LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditors' report | 5 - 9
Consolidated statement of comprehensive income | 10
Consolidated balance sheet | 11 - 12
Company balance sheet | 13
Consolidated statement of changes in equity | 14
Company statement of changes in equity | 15
Consolidated statement of cash flows | 16 - 17
Notes to the financial statements | 18 - 39
EVENTS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 30 JUNE 2025
Introduction
Events Group Holdings Limited is the parent company of Event Merchandising Holdings Limited, which it acquired on 14 October 2024, following a group reorganisation. The principal activity of the Group is to sell merchandise for various events which range from entertainment to sporting events. The services which the group provides are in relation to creative design, production, merchandise, and e-commerce services.
Business review
The Group stands as a distinguished global authority in the realm of branded merchandise and retail services, recognised for its excellence with numerous industry awards. With a rich history spanning over 40 years, the Group has forged partnerships with some of the world's most renowned brands and events. Our comprehensive suite of services encompasses the design and procurement of creative products tailored to corporate needs, as well as the sale of merchandise at live events, permanent retail establishments, and pop-up shops. We specialise in devising licensing programs and running global online shops, directly catering to consumers. The Group takes pride in delivering a remarkable consumer experience, offering goods and services that not only meet but exceed our clients' expectations, fostering fan engagement and enhancing brand perception. Our team boasts expertise in design, procurement, quality assurance, shipping, and logistics, complemented by flexibility that consistently delivers results beyond expectations. Our cultural ethos revolves around turning every day into a memorable event. Utilising bespoke software, we have developed a seamless ordering and processing system, coupled with an efficient supply chain that enables us to provide our clients with swift fulfillment times. Our diverse client base spans across various industries, including sports, entertainment, corporate, film, and charities.
Principal risks and uncertainties
The Group faces notable risks and uncertainties influenced by the dynamics of the retail market and competitive pressures. To mitigate these challenges, the company adopts a strategy of providing value-added services to customers and ensuring swift response times, not only in product supply but also in addressing customer queries. The subsidiary companies' business exhibits seasonality, with a more pronounced concentration of activities in the second half of the financial year. In response to the United Kingdom's exit from the European Union ("EU"), the Group actively monitors, reassesses, and implements measures to mitigate potential impacts. EMH has set up a company in Germany to mitigate against these risks. Given recent political developments and a clearer outcome, our focus is specifically directed towards key risk areas: international sales, supply chain, foreign exchange, and the well-being of our employees. Constant vigilance and proactive measures are taken to navigate these challenges effectively.
Financial key performance indicators
KPI’s used to monitor the performance of the business include turnover, gross profit margin and profit before tax. Page 1
EVENTS GROUP HOLDINGS LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 30 JUNE 2025
Other key performance indicators
The Group regularly reviews other key performance indicators (KPls) across several critical areas: • eCommerce: growth and management of new online accounts within 6 months periods. • Health and Safety: Routine risk assessments are conducted to identify and mitigate potential hazards, ensuring a safe environment for all stakeholders. • Environmental Responsibility: EM has implementeda robust environmental policy focused on compliance and sustainability.We actively measure and reduce greenhouse gas emissions and hold ISO 14001 and ISO 9001 certifications. •Employee Welfare: EM prioritizes attracting and retaining motivated, high-performing employees. Our low employee turnover reflects the success of these efforts and our commitment to staff well-being. This report was approved by the board and signed on its behalf.
J M Goldsmith Director
Date: 22 June 2026
Page 2
EVENTS GROUP HOLDINGS LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 30 JUNE 2025 The directors present their report and the financial statements for the period ended 30 June 2025. The comparative figures are for the period 25 March 2023 to 30 April 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the period, after taxation, amounted to £1,035,582 (2024 - loss £54,016). No dividends were paid in the period (2024 - £Nil).
Directors
The directors who served during the period were:
S E Nielson (resigned 24 December 2025)
P S Cottier (resigned 4 October 2024)
P S Goldsmith (appointed 29 October 2024)
J M Goldsmith (appointed 29 October 2024)
Page 3
EVENTS GROUP HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 30 JUNE 2025
Future developments
Expand our offering for existing verticals The Group is dedicated to elevating our services within our existing verticals. To meet the evolving demands of our discerning clientele, we are strategically expanding our retail team to include experts in experiential retailing. This forward-looking move is motivated by the growing shift in customer expectations, which now favor immersive and experiential retail visits over traditional transactions. The directors recognise the need to provide our clients with innovative and memorable retail experiences that go beyond the ordinary. Global expansion: A world of opportunity As a thriving global business with a proven track record, the directors recognise the immense potential in expanding our geographic reach across various markets worldwide, replicating the success of events, festivals and pop- up retail stores in the UK and Europe. The US would be a key market to focus on with the alignment of our services with US client preferences. However, with our core strengths in retailing and worldwide network we have the ability to service global brands in any country and will continue to explore global options
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditors
The auditors, Adler Shine LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
J M Goldsmith Director
Date: 22 June 2026
Page 4
EVENTS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVENTS GROUP HOLDINGS LIMITED
Opinion
We have audited the financial statements of Events Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 June 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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 Group's and of the parent Company's affairs as at 30 June 2025 and of the Group's profit for the period 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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. Page 5
EVENTS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVENTS GROUP HOLDINGS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.
Opinion 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 Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Group strategic report and the Directors' report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company 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. Page 6
EVENTS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVENTS GROUP HOLDINGS LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, 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 is 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 7
EVENTS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVENTS GROUP HOLDINGS LIMITED (CONTINUED)
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 an Auditors' report 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 Group financial statements. 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 identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we have: • considered the nature of the industry and sectors, control environment and business performance; • made enquires of management about their own identification and assessment of the risk of irregularities; • performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and reviewing accounting estimates for bias; • reviewed minutes of meetings; • undertaken appropriate sample based testing of bank transactions; • identified and evaluated compliance with relevant laws and regulations and made enquiries of any instances of non-compliance; • discussed matters among the audit engagement team regarding how and where fraud might occur in the financial statements and potential indicators of fraud. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' report. Page 8
EVENTS GROUP HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EVENTS GROUP HOLDINGS LIMITED (CONTINUED)
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 an Auditors' report 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. Engin Zekia Bsc FCA (Senior statutory auditor) for and on behalf of Adler Shine LLP Chartered Accountants Statutory Auditor Cornwall Avenue London N3 1LF 22 June 2026 Page 9
EVENTS GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE 2025
| Period ended 30 June | Period ended 30 April
| 2025 | 2024
Note | £ | £
Turnover | 4 | 11,413,123 | 26,100
Cost of sales |  | (8,002,137) | -
Gross profit |  | 3,410,986 | 26,100
Distribution costs |  | (204,040) | -
Administrative expenses |  | (2,285,559) | (80,114)
Other operating income | 5 | 191,213 | -
Operating profit/(loss) | 6 | 1,112,600 | (54,014)
Interest receivable and similar income | 10 | 161,936 | -
Interest payable and similar expenses | 11 | - | (2)
Profit/(loss) before taxation |  | 1,274,536 | (54,016)
Tax on profit/(loss) | 12 | (238,954) | -
Profit/(loss) for the financial period |  | 1,035,582 | (54,016)
Total comprehensive income for the period |  | 1,035,582 | (54,016)
Profit/(loss) for the period attributable to: |  |  |
Owners of the parent Company |  | 1,035,582 | (54,016)
|  | 1,035,582 | (54,016)
Total comprehensive income for the period attributable to: |  |  |
Owners of the parent Company |  | 1,035,582 | (54,016)
|  | 1,035,582 | (54,016)
The notes on pages 18 to 39 form part of these financial statements.
Page 10
EVENTS GROUP HOLDINGS LIMITED REGISTERED NUMBER: 14756426 CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2025
|  | 30 June |  | 30 April
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | (518,842) |  | -
Tangible assets | 14 |  | 827,217 |  | -
Investments | 15 |  | 375 |  | -
|  |  | 308,750 |  | -
Current assets |  |  |  |  |
Stocks | 16 | 1,056,661 |  | - |
Debtors: amounts falling due within one year | 17 | 3,583,714 |  | - |
Cash at bank and in hand | 18 | 6,130,121 |  | 27,172 |
|  | 10,770,496 |  | 27,172 |
Creditors: amounts falling due within one year | 19 | (3,645,134) |  | (81,187) |
Net current assets/(liabilities) |  |  | 7,125,362 |  | (54,015)
Total assets less current liabilities |  |  | 7,434,112 |  | (54,015)
Creditors: amounts falling due after more than one year | 20 |  | (6,437,211) |  | -
Provisions for liabilities |  |  |  |  |
Deferred taxation | 22 | (15,334) |  | - |
|  |  | (15,334) |  | -
Net assets excluding pension asset |  |  | 981,567 |  | (54,015)
Net assets/(liabilities) |  |  | 981,567 |  | (54,015)
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 1 |  | 1
Profit and loss account | 24 |  | 981,566 |  | (54,016)
Equity attributable to owners of the parent Company |  |  | 981,567 |  | (54,015)
|  |  | 981,567 |  | (54,015)
Page 11
EVENTS GROUP HOLDINGS LIMITED REGISTERED NUMBER: 14756426 CONSOLIDATED BALANCE SHEET (CONTINUED) AS AT 30 JUNE 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
J M Goldsmith
Director
Date: 22 June 2026
The notes on pages 18 to 39 form part of these financial statements. Page 12
EVENTS GROUP HOLDINGS LIMITED REGISTERED NUMBER: 14756426 COMPANY BALANCE SHEET AS AT 30 JUNE 2025
|  | 30 June |  | 30 April
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 15 |  | 8,058,000 |  | -
|  |  | 8,058,000 |  | -
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 671 |  | - |
Cash at bank and in hand | 18 | 1,723 |  | 27,172 |
|  | 2,394 |  | 27,172 |
Creditors: amounts falling due within one year | 19 | (164,773) |  | (81,187) |
Net current liabilities |  |  | (162,379) |  | (54,015)
Total assets less current liabilities |  |  | 7,895,621 |  | (54,015)
Creditors: amounts falling due after more than one year | 20 |  | (5,955,502) |  | -
Net assets excluding pension asset |  |  | 1,940,119 |  | (54,015)
Net assets/(liabilities) |  |  | 1,940,119 |  | (54,015)
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 1 |  | 1
Profit and loss account brought forward |  | (54,016) |  | - |
Profit/(loss) for the period |  | 1,994,134 |  | (54,016) |
Profit and loss account carried forward |  |  | 1,940,118 |  | (54,016)
|  |  | 1,940,119 |  | (54,015)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
J M Goldsmith
Director
Date: 22 June 2026
The notes on pages 18 to 39 form part of these financial statements. Page 13
EVENTS GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 March 2023 | 1 | - | 1
Comprehensive income for the period |  |  |
Loss for the period | - | (54,016) | (54,016)
Total comprehensive income for the period | - | (54,016) | (54,016)
At 1 May 2024 | 1 | (54,016) | (54,015)
Comprehensive income for the period |  |  |
Profit for the period | - | 1,035,582 | 1,035,582
At 30 June 2025 | 1 | 981,566 | 981,567
| The notes on pages 18 to 39 form part of these financial statements.
Page 14
EVENTS GROUP HOLDINGS LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 March 2023 | 1 | - | 1
Comprehensive income for the period |  |  |
Loss for the period | - | (54,016) | (54,016)
Total comprehensive income for the period | - | (54,016) | (54,016)
At 1 May 2024 | 1 | (54,016) | (54,015)
Comprehensive income for the period |  |  |
Profit for the period | - | 1,994,134 | 1,994,134
Total comprehensive income for the period | - | 1,994,134 | 1,994,134
At 30 June 2025 | 1 | 1,940,118 | 1,940,119
| The notes on pages 18 to 39 form part of these financial statements.
Page 15
EVENTS GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2025
|  |  | Period ended 30 June | Period ended 30 April
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial period | 1,035,582 | (54,016)
Adjustments for: |  |
Amortisation of intangible assets | (129,710) | -
Depreciation of tangible assets | 220,609 | -
Interest received | (161,936) | -
(Increase)/decrease in stocks | (1,056,661) | -
(Increase)/decrease in debtors | (3,527,296) | -
Increase in creditors | 9,827,885 | 81,187
Increase in provisions | 15,334 | -
Corporation tax (paid)/received | (235,994) | -
Net cash generated from operating activities | 5,987,813 | 27,171
Cash flows from investing activities |  |
Purchase of intangible fixed assets | 648,552 | -
Purchase of investments | (375) | -
Purchase of fixed asset investments | (694,977) | -
Interest received | 161,936 | -
Net cash from investing activities | 115,136 | -
Page 16
EVENTS GROUP HOLDINGS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE PERIOD ENDED 30 JUNE 2025
|  | Period ended 30 June | Period ended 30 April
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Issue of ordinary shares | - | 1
New secured loans | (1,467) | -
Net cash used in financing activities | (1,467) | 1
Net increase in cash and cash equivalents | 6,101,482 | 27,172
Cash and cash equivalents at beginning of period | 27,172 | -
Cash and cash equivalents at the end of period | 6,128,654 | 27,172
Cash and cash equivalents at the end of period comprise: |  |
Cash at bank and in hand | 6,130,121 | 27,172
Bank overdrafts | (1,467) | -
| 6,128,654 | 27,172
The notes on pages 18 to 39 form part of these financial statements.
Page 17
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
1. | General information
Events Group Holdings Limited is a private company limited by shares. The company is incorporated in England and Wales and its trading address is Unit 11 The Edge, Humber Road, London NW2 6EW. The registered number is 14756426. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
The financial statements have been prepared on a going concern basis which assumes that the Company will be able to continue trading for the foreseeable future. Page 18
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income. Page 19
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 20
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 21
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.12 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Short-term leasehold improvements | - |  | over the term of the lease
|  |  |  | Motor vehicles | - | 25% | reducing balance
|  |  |  | Fixtures and fittings | - | 20% | straight line
|  |  |  | Computer equipment | - |  | 3 years straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 22
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.15 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.16 | 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 at amortised cost using the effective interest method, less any impairment.
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 23
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.19 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.20 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Page 24
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Page 25
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Page 26
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sales | 11,413,123 | 26,100
|  | 11,413,123 | 26,100
Analysis of turnover by country of destination:
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 10,029,003 | 26,100
| Rest of Europe | 589 | -
| Rest of the world | 1,383,531 | -
|  | 11,413,123 | 26,100
5. | Other operating income
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 118,291 | -
| Fees receivable | 72,922 | -
|  | 191,213 | -
Page 27
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
6. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | 57,946 | (1,216)
7. | Auditors' remuneration
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable for the audit of the consolidated and parent Company's financial statements | 67,250 | -
Page 28
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group 30 June | Group 30 April
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 1,220,543 | -
| Social security costs | 93,809 | -
| Cost of defined contribution scheme | 21,286 | -
|  | 1,335,638 | -
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | Group | Group | Company | Company
|  |  | Period ended 30 June | Period ended 30 April | Period ended 30 June | Period ended 30 April
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Directors | 3 | 2 | 3 | 2
|  | Staff | 63 | - | - | -
|  |  | 66 | 2 | 3 | 2
9. | Directors' remuneration
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 46,333 | -
|  | 46,333 | -
Page 29
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
10. | Interest receivable
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 161,936 | -
|  | 161,936 | -
11. | Interest payable and similar expenses
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | - | 2
|  | - | 2
Page 30
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
12. | Taxation
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 235,994 | -
|  | 235,994 | -
| Foreign tax |  |
| Foreign tax on income for the year | 2,960 | -
|  | 2,960 | -
| Total current tax | 238,954 | -
| Deferred tax |  |
| Total deferred tax | - | -
|  | 238,954 | -
Page 31
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 12.Taxation (continued)
| Factors affecting tax charge for the period
| The tax assessed for the period is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | Period ended 30 June | Period ended 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 1,274,536 | (54,016)
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25 %) | 318,634 | 13,504
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 17,374 | -
| Capital allowances for period in excess of depreciation | (199,883) | -
| Other differences leading to an increase (decrease) in the tax charge | 102,829 | (13,504)
| Total tax charge for the period | 238,954 | -
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 32
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
13. | Intangible assets
| Group
|  | Negative Goodwill
|  | £
| Cost |
| Additions | (648,552)
| At 30 June 2025 | (648,552)
| Amortisation |
| Charge for the period on owned assets | (129,710)
| At 30 June 2025 | (129,710)
| Net book value |
| At 30 June 2025 | (518,842)
| At 30 April 2024 | -
| On 14 October 2024, the company acquired the entire share capital of Event Merchandising Holdings Limited and its underlying group. The resulting negative goodwill arose as follows: Net assets acquired £8,687,823 Consideration £8,058,000 Negative goodwill arising £629,684
Page 33
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
14. | Tangible fixed assets
| Group
|  | Short-term leasehold improvements | Motor vehicles | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| Additions | 352,849 | - | - | - | 352,849
| Acquisition of subsidiary | 397,151 | 14,252 | 274,919 | 8,655 | 694,977
| At 30 June 2025 | 750,000 | 14,252 | 274,919 | 8,655 | 1,047,826
| Depreciation |  |  |  |  |
| Charge for the period on owned assets | 150,000 | 2,019 | 67,364 | 1,226 | 220,609
| At 30 June 2025 | 150,000 | 2,019 | 67,364 | 1,226 | 220,609
| Net book value |  |  |  |  |
| At 30 June 2025 | 600,000 | 12,233 | 207,555 | 7,429 | 827,217
| At 30 April 2024 | - | - | - | - | -
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 30 June | 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Short leasehold | 600,000 | -
|  | 600,000 | -
Page 34
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
15. | Fixed asset investments
| Group
|  | Unlisted investments
|  | £
| Cost or valuation |
| On acquisition of Investment | 375
| At 30 June 2025 | 375
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 8,058,000
| At 30 June 2025 | 8,058,000
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Event Merchandising Holdings Limited | Unit 11, The Edge, Humber Road, London, England, NW2 6EW | Ordinary | 100%
Page 35
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Event Merchandising Limited | Unit 11, The Edge, Humber Road, London, England, NW2 6EW | Ordinary | 100%
| Event Merch Retail Limited | Unit 11, The Edge, Humber Road, London, England, NW2 6EW | Ordinary | 100%
| Event Merchandising Germany GmBH | Berkaer Str. 30 14193, Berlin | Ordinary | 100%
16. | Stocks
|  | Group 30 June | Group 30 April
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 1,056,661 | -
|  | 1,056,661 | -
17. | Debtors
|  | Group 30 June | Group 30 April | Company 30 June | Company 30 April
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 1,885,076 | - | - | -
| Amounts owed by group undertakings | 56,398 | - | - | -
| Other debtors | 846,585 | - | 671 | -
| Prepayments and accrued income | 795,655 | - | - | -
|  | 3,583,714 | - | 671 | -
Page 36
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
18. | Cash and cash equivalents
|  | Group 30 June | Group 30 April | Company 30 June | Company 30 April
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 6,130,121 | 27,172 | 1,723 | 27,172
| Less: bank overdrafts | (1,467) | - | - | -
|  | 6,128,654 | 27,172 | 1,723 | 27,172
19. | Creditors: Amounts falling due within one year
|  | Group 30 June | Group 30 April | Company 30 June | Company 30 April
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank overdrafts | 1,467 | - | - | -
| Trade creditors | 1,825,547 | 540 | - | 540
| Amounts owed to group undertakings | 154,498 | 73,636 | 154,498 | 73,636
| Corporation tax | 29,479 | - | - | -
| Other taxation and social security | 170,737 | 794 | - | 794
| Other creditors | 321,437 | - | - | -
| Accruals and deferred income | 1,141,969 | 6,217 | 10,275 | 6,217
|  | 3,645,134 | 81,187 | 164,773 | 81,187
20. | Creditors: Amounts falling due after more than one year
|  | Group 30 June | Group 30 April | Company 30 June | Company 30 April
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Other creditors | 6,437,211 | - | 5,955,502 | -
|  | 6,437,211 | - | 5,955,502 | -
Page 37
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
21. | Financial instruments
|  | Group 30 June | Group 30 April | Company 30 June | Company 30 April
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Financial assets |  |  |  |
| Financial assets measured at fair value through profit or loss | 6,130,121 | 6,130,121 | 1,723 | 27,172
| Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.
22. | Deferred taxation
| Group
|  | 2025
|  | £
| Arising on business combinations | (15,334)
| At end of year | (15,334)
| Company
|  | 2025
| At end of year | -
| The deferred taxation balance is made up as follows:
|  | Group 30 June
|  | 2025
|  | £
| Accelerated capital allowances | (15,334)
|  | (15,334)
Page 38
EVENTS GROUP HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
23. | Share capital
|  |  |  |  | 30 June | 30 April
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary Shares share of £1.00 | 1 | 1
24. | Reserves
Profit and loss account The profit and loss account includes all post acquisition retained profits and losses.
25. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £27,492 (2024 - £Nil). Contributions totalling £9,642 (2024 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.
26. | Related party transactions
| At the balance sheet date, £5,955,502 (2024: £Nil) was due to the previous shareholders as a result of the group reorganisation.
27. | Controlling party
The immediate parent and the ultimate controlling party of the company during the period ended 30 June 2025 was Wavecrest Holding A/S. The smallest and largest group for which consolidated financial statements are prepared, which include the company, is Wavecrest Holding A/S. Its registered office address is Toldbodgade 18, 1253 Kobenhavn K, Denmark.
Page 39