REGISTERED NUMBER: 16642754 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

11 AUGUST 2025 TO 31 DECEMBER 2025

FOR

CUBE 123 TOPCO LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

Mr R Poutch

Mr P Woolley

Mrs A Hope-Richardson

REGISTERED OFFICE:

Floor 3 Mercury Place

11 St.George Street

Leicester

LE1 1QG

REGISTERED NUMBER:

16642754 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mark Harrison BA FCA

AUDITORS:

Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

The Board of Directors are pleased to present the Group's Strategic Report for the financial year ending 31st December 2025.

REVIEW OF BUSINESS

The Group was established in September 2025 as part of a strategic restructuring designed to support the continued growth and development of its trading activities.

Following its formation, the Group focused on integrating its operations and establishing a strong platform for future growth. During the period, trading remained resilient despite a challenging economic environment characterised by persistent inflationary pressures, geopolitical uncertainty and elevated interest rates. The Group continued to secure new event bookings and maintain a healthy pipeline of business extending into 2026 and 2027.

The Directors remain focused on improving operational efficiency, strengthening the Group's market position and enhancing the overall client experience. Investment has continued in people, systems, technology and operational processes to support future growth and scalability across the Group. These initiatives have strengthened organisational resilience and improved the Group's ability to respond to changing market conditions whilst maintaining high standards of service delivery.

The Directors believe that the Group's experienced management team, established customer relationships and growing order book provide a strong foundation for sustainable long-term growth. Looking ahead, the Group will continue to focus on delivering value to clients, developing operational capabilities and pursuing opportunities for expansion within the corporate events sector.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group operates in a competitive market and is exposed to a range of risks and uncertainties that could impact future performance.

Economic conditions, including inflation, interest rate movements and broader market confidence, may influence customers' willingness to commit to corporate events and marketing expenditure. In addition, geopolitical events and wider economic uncertainty may affect client spending patterns and the timing of event bookings.

The Group's success is dependent upon its ability to attract and retain skilled employees, maintain strong relationships with customers and suppliers, and continue to deliver high-quality events. Failure to adapt to changing customer expectations or developments within the events industry could adversely affect future growth.

The Directors regularly monitor these risks and continue to invest in operational processes, technology, people and customer service initiatives to mitigate potential impacts. The Board remains confident that the Group is well positioned to manage these challenges and capitalise on future opportunities.

KEY PERFORMANCE INDICATORS

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

KPI's

2025

Turnover

£6.0m

Operating Profit / (Loss) before tax, Depreciation & Amortisation

£340k

Shareholders' Funds

£11.8m

ON BEHALF OF THE BOARD:

Mrs A Hope-Richardson - Director

14 July 2026

The directors present their report with the financial statements of the company and the group for the period 11 August 2025 to 31 December 2025.

INCORPORATION

The group was incorporated on 11 August 2025 and commenced trading on the same date.

PRINCIPAL ACTIVITY

The principal activity of the Group is that of a holding company and its subsidiaries, whose activities comprise the sale and provision of corporate hospitality packages.

DIVIDENDS

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

DIRECTORS

The directors who have held office during the period from 11 August 2025 to the date of this report are as follows:

Mr R Poutch - appointed 11 August 2025

Mr P Woolley - appointed 18 September 2025

Mrs A Hope-Richardson - appointed 18 September 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group'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:

Mrs A Hope-Richardson - Director

14 July 2026

Opinion

We have audited the financial statements of Cube 123 Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2025 and of the group's loss 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 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 group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 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 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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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.

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISA's (UK).

We obtained an understanding of the legal and regulatory frameworks applicable to the company and industry in which it operates through our general commercial experience. We determined that the following laws and regulations were most significant: FRS 102, Companies Act 2006 and the relevant tax compliance regulations in the UK. In addition, we concluded that there are certain laws and regulations that may have an effect in the determination of the amounts and disclosures in the financial statements such as health and safety and employee related matters.

We enquired of management concerning the company's policies and procedures relating to:

- the identification and compliance with laws and regulations;

- the detection and response to the risks of fraud;

- the internal controls inherent within the company to mitigate fraud risk and non-compliance to laws and regulations.

We enquired of management, whether they were aware of any instance of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.

We communicated relevant laws and regulations and potential areas of fraud to all audit team members including the potential for fraud in revenue recognition. We remained alert to any indications of fraud or non compliance with laws and regulations throughout the audit.

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, and significant one-off or unusual transactions.

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:

- substantive testing on the deferred income agreeing items to event details to ensure revenue is recognised in the correct period with specific work looking at the cut off around year end.

- testing manual journal entries and other adjustments to supporting documentation to ensure correctly dealt with.

- review of prepaid costs on hospitality packages to ensure released into the profit & loss account in the correct period with specific work looking at the cut off around year end.

We did not identify any matters during the course of our work that indicated non-compliance with laws and regulations or relating to fraud.

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.

Mark Harrison BA FCA (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU

10 August 2026

TURNOVER

3

6,016,797

Cost of sales

4,246,400

GROSS PROFIT

1,770,397

Administrative expenses

1,803,814

(33,417

)

Other operating income

22,478

OPERATING LOSS

5

(10,939

)

Interest receivable and similar income

6,556

(4,383

)

Interest payable and similar expenses

6

266,670

LOSS BEFORE TAXATION

(271,053

)

Tax on loss

7

170,868

LOSS FOR THE FINANCIAL PERIOD

(441,921

)

Loss attributable to:

Owners of the parent

(441,921

)

LOSS FOR THE PERIOD

(441,921

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(441,921

)

Total comprehensive income attributable to:

Owners of the parent

(441,921

)

FIXED ASSETS

Intangible assets

10

20,416,226

Tangible assets

11

3,540

20,419,766

CURRENT ASSETS

Debtors

12

10,502,070

Cash at bank and in hand

1,594,251

12,096,321

CREDITORS

Amounts falling due within one year

13

14,535,324

NET CURRENT LIABILITIES

(2,439,003

)

TOTAL ASSETS LESS CURRENT LIABILITIES

17,980,763

CREDITORS

Amounts falling due after more than one year

14

(6,206,670

)

PROVISIONS FOR LIABILITIES

17

(3,720

)

NET ASSETS

11,770,373

CAPITAL AND RESERVES

Called up share capital

18

104,982

Share premium

19

12,107,312

Retained earnings

19

(441,921

)

SHAREHOLDERS' FUNDS

11,770,373

The financial statements were approved by the Board of Directors and authorised for issue on 14 July 2026 and were signed on its behalf by:

Mrs A Hope-Richardson - Director

CURRENT ASSETS

Debtors

12

18,152,294

TOTAL ASSETS LESS CURRENT LIABILITIES

18,152,294

CREDITORS

Amounts falling due after more than one year

14

6,206,670

NET ASSETS

11,945,624

CAPITAL AND RESERVES

Called up share capital

18

104,982

Share premium

19

12,107,312

Retained earnings

19

(266,670

)

SHAREHOLDERS' FUNDS

11,945,624

Company's loss for the financial year

(266,670

)

The financial statements were approved by the Board of Directors and authorised for issue on 14 July 2026 and were signed on its behalf by:

Mrs A Hope-Richardson - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

104,982

-

12,107,312

12,212,294

Total comprehensive income

-

(441,921

)

-

(441,921

)

Balance at 31 December 2025

104,982

(441,921

)

12,107,312

11,770,373

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

104,982

-

12,107,312

12,212,294

Total comprehensive income

-

(266,670

)

-

(266,670

)

Balance at 31 December 2025

104,982

(266,670

)

12,107,312

11,945,624

Cash flows from operating activities

Cash generated from operations

1

4,635,643

Interest paid

(266,670

)

Tax paid

(120,331

)

Net cash from operating activities

4,248,642

Cash flows from investing activities

Purchase of intangible fixed assets

(26,356

)

Purchase of tangible fixed assets

(8,635

)

Acquisition of trading companies

(14,841,603

)

Interest received

6,556

Net cash from investing activities

(14,870,038

)

Cash flows from financing activities

New loans in year

6,206,670

Equity issue

6,000,000

Net cash from financing activities

12,206,670

Increase in cash and cash equivalents

1,585,274

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

1,585,274

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Loss before taxation

(271,053

)

Depreciation charges

610,689

Finance costs

266,670

Finance income

(6,556

)

599,750

Increase in trade and other debtors

(10,410,598

)

Increase in trade and other creditors

14,446,491

Cash generated from operations

4,635,643

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 31 December 2025

31.12.25

11.8.25

£

£

Cash and cash equivalents

1,594,251

-

Bank overdrafts

(8,977

)

-

1,585,274

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 11.8.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

-

1,594,251

1,594,251

Bank overdrafts

-

(8,977

)

(8,977

)

-

1,585,274

1,585,274

Debt

Debts falling due after 1 year

-

(6,206,670

)

(6,206,670

)

-

(6,206,670

)

(6,206,670

)

Total

-

(4,621,396

)

(4,621,396

)

1.	STATUTORY INFORMATION

Cube 123 Topco 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 General 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

Basis of consolidation

The group financial statements consolidate those of the company and of its subsidiary undertakings to 31 December 2025. Profits or losses on intra group transactions are eliminated in full. On acquisition of a subsidiary, all of the subsidiary's assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date.

Goodwill arising on consolidation, representing the excess of the fair values of the consideration given over the fair values of the identifiable net assets acquired, is capitalised and amortised on a straight line basis over its estimated useful life of ten years as shown in note 9.

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

In the application of the company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Turnover

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

Turnover is realised when the event takes place, and therefore any monies received prior to the event is deferred and realised when it takes place.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2025, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of either three or five years.

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

-

20% on cost

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated 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 period 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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

Investments in subsidiaries

Investments in subsidiaries are measured at cost less impairment. Any impairment losses are recognised in the profit and loss account.

Debtors

Short term debtors are measure 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 trade 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.

Going concern

The directors are satisfied that the company has adequate financial resources to operate for the foreseeable future. Therefore, the company has continued to adopt the going concern basis in preparing the financial statements.

3.

TURNOVER

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

An analysis of turnover by class of business is given below:

£

Corporate hospitality packages

6,016,797

6,016,797

An analysis of turnover by geographical market is given below:

£

United Kingdom

6,016,797

6,016,797

4.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

863,037

Social security costs

134,294

Other pension costs

77,032

1,074,363

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

Directors

5

Staff

71

76

£

Directors' remuneration

182,406

Directors' pension contributions to money purchase schemes

37,288

5.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

£

Staff commissions

297,493

Depreciation - owned assets

5,095

Goodwill amortisation

598,227

Computer software amortisation

7,367

Auditors remuneration

8,279

Foreign exchange differences

(1,110

)

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Arrangement fee

60,000

Other interest

206,670

266,670

7.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the period was as follows:

£

Current tax:

UK corporation tax

172,788

Deferred taxation

(1,920

)

Tax on loss

170,868