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REGISTERED NUMBER: 16024485 (England and Wales)

| GROUP STRATEGIC REPORT, |

| REPORT OF THE DIRECTORS AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 AUGUST 2025 |

| FOR |

| SMART TOPCO LIMITED |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Consolidated Income Statement | 9 |

Consolidated Other Comprehensive Income | 10 |

Consolidated Balance Sheet | 11 |

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 |

SMART TOPCO LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 31 AUGUST 2025

| DIRECTORS: | Mr JG Lawson

| Ms EM Sawford

| REGISTERED OFFICE: | Unit 10 Deptford Trading Estate

| Blackhorse Road

| London

| SE8 5HY

| REGISTERED NUMBER: | 16024485 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Mr W Scales FCA FMAAT

| AUDITORS: | Mark J Rees LLP Chartered Accountants

| and Statutory Auditors

| Granville Hall

| Granville Road

| Leicester

| LE1 7RU

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 AUGUST 2025

The company was incorporated in October 2024 and the directors present their first set of financial statements, including the Strategic Report, of the company and the group for the year ended 31 August 2025.

GROUP RESTRUCTURE

A group restructure was undertaken on 29 October 2024 and Smart Topco Limited was established as the new ultimate parent company of the Smart group of companies.

Smart Topco Limited took control of the Group through a share for share exchange with the existing shareholders of Smart (Group) Limited. No change in control occurred during the restructure and the rights of each equity holder remains unchanged.

REVIEW OF BUSINESS

Smart Topco Limited continues the strategic mission to offer clientele the most exciting, memorable, and aspirational catering and hospitality experiences.

The multi award -winning Smart Group is at the forefront of the catering and event management industry with an enviable and growing portfolio of businesses comprising: -

- Moving Venue: - An accredited caterer at over 50 prestigious, unique, and high-profile venues. Moving Venue also caters at the Paris and Farnborough Air shows, Silverstone F1 and Ascot and has a number of exclusive contracts.

Moving Venue is the industry's foremost event caterer at some of the most exciting corporate, sporting, and cultural events. The business is split into Moving Venue Bespoke which takes care of the accredited venues and Moving Venue Major events which looks after our hospitality sites and large-scale green field projects.

- The Last Supper: the country's leading private caterer, with its enviable reputation as the curator of beautiful events.

- Smart Christmas Parties: - The premier brand within the industry, providing dazzling themed festive celebrations that combine the highest quality catering, breath-taking entertainment, and immersive themed environments.

- Story Events - A creative event management business, specialising in conferences, celebratory events, incentive travel and product launches. Story events also boasts two very successful annual event industry exhibitions: the London Summer Event Show and the London Christmas Party Show.

- Evolution London: - Set in London's Battersea Park, our World-class venue offers 5,500 square metres of internal space and can cater for 5,000 people for receptions and up to 2,200 people for seated dinners.

During the 2024-2025 financial year, the Group delivered another year of strong growth, with turnover increasing by 9.1% to £42.3 million. For clarity, these turnover figures exclude the Evolution London, which continues to be reported separately.

This positive performance reflects the continued strength of our diversified portfolio of businesses and the sustained momentum generated across the Group.

As we look to the future, we remain highly confident in the Group's strategic direction and are excited for the significant growth opportunities. Furthermore, the Group continues to invest thoughtfully in our people and service capabilities, ensuring that we consistently deliver innovative, and exceptional experiences for our clients.

Financial Key Performance Indicators

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

KPI's |  |  | 2025 |  | 2024 |  | 2023 |

Turnover |  |  | £42.3m |  | £38.787m |  | £33.552m |

Operating Profit / (Loss) before tax, depreciation & amortisation |  |  | (£203k) |  | (£1,252k) |  | (£338k) |

Shareholders' Funds |  |  | (£6,156k) |  | (£5,129k) |  | (£3,253k) |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 AUGUST 2025

PRINCIPAL RISKS AND UNCERTAINTIES

The group 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

30 July 2026

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 AUGUST 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of event management and catering services.

DIVIDENDS

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

DIRECTORS

The directors who have held office during the period from 1 September 2024 to the date of this report are as follows:

Mr JG Lawson - appointed 17 October 2024

Ms EM Sawford - appointed 29 October 2024

POLITICAL DONATIONS AND EXPENDITURE

No political donations were made in the year by the group.

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.

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 AUGUST 2025

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

30 July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SMART TOPCO LIMITED

Opinion

We have audited the financial statements of Smart Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 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 August 2025 and of the group's 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SMART TOPCO LIMITED

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.

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 using the events list 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SMART TOPCO LIMITED

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 W 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

12 August 2026

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 AUGUST 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER

Group and share of joint ventures | 45,925,423 |  | 41,679,674 |  |

Less:

Share of joint ventures' turnover | (3,608,155 | ) | (2,892,361 | ) |

GROUP TURNOVER | 5 | 42,317,268 |  | 38,787,313 |  |

Cost of sales | 29,529,422 |  | 27,233,123 |  |

GROSS PROFIT | 12,787,846 |  | 11,554,190 |  |

Administrative expenses | 13,900,099 |  | 14,094,431 |  |

(1,112,253 | ) | (2,540,241 | ) |

Other operating income | - |  | 750,000 |  |

GROUP OPERATING LOSS | 7 | (1,112,253 | ) | (1,790,241 | ) |

Share of operating profit/(loss) in

Joint ventures | 171,835 |  | (216 | ) |

Interest receivable and similar income | 2,486 |  | 3,653 |  |

(937,932 | ) | (1,786,804 | ) |

Interest payable and similar expenses | 9 | 36,613 |  | 98,882 |  |

LOSS BEFORE TAXATION | (974,545 | ) | (1,885,686 | ) |

Tax on loss | 10 | 43,569 |  | (15 | ) |

LOSS FOR THE FINANCIAL YEAR | (1,018,114 | ) | (1,885,671 | ) |

Loss attributable to:

Owners of the parent | (1,030,662 | ) | (1,890,221 | ) |

Non-controlling interests | 12,548 |  | 4,550 |  |

(1,018,114 | ) | (1,885,671 | ) |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

CONSOLIDATED OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 AUGUST 2025

| 2025 |  | 2024

| Notes | £ | £ |

LOSS FOR THE YEAR | (1,018,114 | ) | (1,885,671 | ) |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (1,018,114 | ) | (1,885,671 | ) |

Total comprehensive income attributable to:

Owners of the parent | (1,030,662 | ) | (1,890,220 | ) |

Non-controlling interests | 12,548 |  | 4,549 |  |

(1,018,114 | ) | (1,885,671 | ) |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

CONSOLIDATED BALANCE SHEET

31 AUGUST 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 12 | 333,133 |  | 500,316 |  |

Tangible assets | 13 | 1,465,252 |  | 1,125,560 |  |

Investments | 14 |

| Interest in joint venture

| Share of gross assets | 2,197,993 |  | 4,905,532 |  |

| Share of gross liabilities | (1,794,293 | ) | (4,630,098 | ) |

2,202,085 |  | 1,901,310 |  |

CURRENT ASSETS

Stocks | 15 | 302,054 |  | 184,554 |  |

Debtors | 16 | 6,407,686 |  | 13,740,411 |  |

Cash at bank and in hand | 965,227 |  | 2,845,562 |  |

7,674,967 |  | 16,770,527 |  |

CREDITORS

Amounts falling due within one year | 17 | 15,821,885 |  | 23,570,592 |  |

NET CURRENT LIABILITIES | (8,146,918 | ) | (6,800,065 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (5,944,833 | ) | (4,898,755 | ) |

CREDITORS

Amounts falling due after more than one year | 18 | 161,489 |  | 193,333 |  |

NET LIABILITIES | (6,106,322 | ) | (5,092,088 | ) |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

CONSOLIDATED BALANCE SHEET - continued

31 AUGUST 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

CAPITAL AND RESERVES

Called up share capital | 22 | 40,876 |  | 40,872 |  |

Share premium | 23 | 3,876 |  | - |  |

Merger reserves | 23 | 23,256 |  | 23,256 |  |

Retained earnings | 23 | (6,224,240 | ) | (5,193,578 | ) |

SHAREHOLDERS' FUNDS | (6,156,232 | ) | (5,129,450 | ) |

NON-CONTROLLING INTERESTS | 24 | 49,910 |  | 37,362 |  |

TOTAL EQUITY | (6,106,322 | ) | (5,092,088 | ) |

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:

Mr JG Lawson - Director

Ms EM Sawford - Director

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

COMPANY BALANCE SHEET

31 AUGUST 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 12 | - |  | - |  |

Tangible assets | 13 | - |  | - |  |

Investments | 14 | 40,872 |  | - |  |

40,872 |  | - |  |

CURRENT ASSETS

Debtors | 16 | 3,880 |  | - |  |

NET CURRENT ASSETS | 3,880 |  | - |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 44,752 |  | - |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 40,876 |  | - |  |

Share premium | 23 | 3,876 |  | - |  |

SHAREHOLDERS' FUNDS | 44,752 |  | - |  |

Company's profit for the financial year | - |  | - |  |

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:

Mr JG Lawson - Director

Ms EM Sawford - Director

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 AUGUST 2025

| Called up |

| share |  | Retained |  | Share

| capital |  | earnings |  | premium

£ | £ | £ |

Balance at 1 September 2023 | 40,858 |  | (3,303,357 | ) | - |  |

Changes in equity

Issue of share capital | 14 |  | - |  | - |  |

Total comprehensive income | - |  | (1,890,221 | ) | - |  |

Balance at 31 August 2024 | 40,872 |  | (5,193,578 | ) | - |  |

Changes in equity

Issue of share capital | 4 |  | - |  | 3,876 |  |

Total comprehensive income | - |  | (1,030,662 | ) | - |  |

Balance at 31 August 2025 | 40,876 |  | (6,224,240 | ) | 3,876 |  |

| Merger |  | Non-controlling |  | Total

| reserves |  | Total |  | interests |  | equity

£ | £ | £ | £ |

Balance at 1 September 2023 | 23,256 |  | (3,239,243 | ) | 32,813 |  | (3,206,430 | ) |

Changes in equity

Issue of share capital | - |  | 14 |  | - |  | 14 |  |

Total comprehensive income | - |  | (1,890,221 | ) | 4,549 |  | (1,885,672 | ) |

Balance at 31 August 2024 | 23,256 |  | (5,129,450 | ) | 37,362 |  | (5,092,088 | ) |

Changes in equity

Issue of share capital | - |  | 3,880 |  | - |  | 3,880 |  |

Total comprehensive income | - |  | (1,030,662 | ) | 12,548 |  | (1,018,114 | ) |

Balance at 31 August 2025 | 23,256 |  | (6,156,232 | ) | 49,910 |  | (6,106,322 | ) |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 AUGUST 2025

| Called up |

| share |  | Retained |  | Share |  | Total

| capital |  | earnings |  | premium |  | equity

£ | £ | £ | £ |

Changes in equity

Balance at 31 August 2024 | - |  | - |  | - |  | - |  |

Changes in equity

Issue of share capital | 40,876 |  | - |  | 3,876 |  | 44,752 |  |

Balance at 31 August 2025 | 40,876 |  | - |  | 3,876 |  | 44,752 |  |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 AUGUST 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | (794,846 | ) | 1,649,238 |  |

Interest paid | (36,613 | ) | (98,882 | ) |

Tax paid | (267 | ) | (6,272 | ) |

Net cash from operating activities | (831,726 | ) | 1,544,084 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | - |  | (125,000 | ) |

Purchase of tangible fixed assets | (606,071 | ) | (521,369 | ) |

Purchase of fixed asset investments | (150,000 | ) | (82,500 | ) |

Interest received | 2,486 |  | 3,653 |  |

Net cash from investing activities | (753,585 | ) | (725,216 | ) |

Cash flows from financing activities

Loan repayments in year | (159,999 | ) | (160,000 | ) |

Capital repayments in year | (127,187 | ) | - |  |

Amount introduced by directors | - |  | 8,311 |  |

Amount withdrawn by directors | (11,718 | ) | - |  |

Share issue | 3,880 |  | 13,580 |  |

Net cash from financing activities | (295,024 | ) | (138,109 | ) |

(Decrease)/increase in cash and cash equivalents | (1,880,335 | ) | 680,759 |  |

Cash and cash equivalents at beginning of year | 2 | 2,845,562 |  | 2,164,803 |  |

Cash and cash equivalents at end of year | 2 | 965,227 |  | 2,845,562 |  |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 AUGUST 2025

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

| 2025 |  | 2024

£ | £ |

| Loss before taxation | (974,545 | ) | (1,885,686 | ) |

| Depreciation charges | 771,787 |  | 633,182 |  |

| Finance costs | 36,613 |  | 98,882 |  |

| Finance income | (2,486 | ) | (3,653 | ) |

(168,631 | ) | (1,157,275 | ) |

| Increase in stocks | (117,500 | ) | (41,776 | ) |

| Decrease/(increase) in trade and other debtors | 7,332,725 |  | (2,500,697 | ) |

| (Decrease)/increase in trade and other creditors | (7,841,440 | ) | 5,348,986 |  |

| Cash generated from operations | (794,846 | ) | 1,649,238 |  |

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:

| Year ended 31 August 2025

| 31.8.25 |  | 1.9.24

£ | £ |

| Cash and cash equivalents | 965,227 |  | 2,845,562 |  |

| Year ended 31 August 2024

| 31.8.24 |  | 1.9.23

£ | £ |

| Cash and cash equivalents | 2,845,562 |  | 2,164,803 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.9.24 | Cash flow | At 31.8.25

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 2,845,562 |  | (1,880,335 | ) | 965,227 |  |

2,845,562 |  | (1,880,335 | ) | 965,227 |  |

| Debt

| Finance leases | - |  | (210,892 | ) | (210,892 | ) |

| Debts falling due within 1 year | (160,000 | ) | - |  | (160,000 | ) |

| Debts falling due after 1 year | (193,333 | ) | 159,999 |  | (33,334 | ) |

(353,333 | ) | (50,893 | ) | (404,226 | ) |

| Total | 2,492,229 |  | (1,931,228 | ) | 561,001 |  |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

1. | GROUP RESTRUCTURE

| A group restructure was undertaken on 29 October 2024. Smart Topco Limited was established as the new ultimate parent company of the existing group.

| Smart Topco Limited took control of the Group through a share for share exchange with the existing shareholders of Smart (Group) Limited. A full list of subsidiaries included within the Group can be found in Note 14.

| No change in shareholders or control has occurred during the restructure and the rights of each equity holder remains unchanged.

| The directors have opted to apply the merger accounting method to the consolidation of the restructured Group. As such the assets and liabilities of the acquired entities have not been restated to fair value. The results and cashflows of the combining entities have been brought into the accounts from the beginning of the financial year in which the combination occurred. The comparatives have been restated to combine the results of the combining entities for the previous period. These consolidated financial statements have been prepared as if the restructured group had been in existence for the whole of the current and comparative year.

| Historic acquisitions have been accounted for under the purchase method with the assets and liabilities acquired being restated to fair value and the difference between the net assets acquired and the consideration paid being accounted for as Goodwill.

2. | STATUTORY INFORMATION

| Smart 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.

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

3. | 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 group will be able to operate within the facilities available. On that basis the directors have prepared these financial statements on a going concern basis.

| Basis of consolidation

| The group financial statements consolidate those of the company and of its subsidiary undertakings together with its share of joint ventures (see note 14) drawn up to 31 August 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 three or five years as shown in note 12.

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

3. | ACCOUNTING POLICIES - continued

| 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.

| 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.

| Goodwill

| Goodwill, being the amount paid in connection with the acquisition of businesses in the year ended 2022 and 2023 is being amortised evenly over its estimated useful life of 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 or, if held under a finance lease, over the lease term, whichever is the shorter.

| Improvements to property | - | 20% on cost

| Plant and machinery | - | 33% on cost and 20% on cost

| Fixtures and fittings | - | 33% on cost, 25% on reducing balance, 20% on cost and 15% on cost

| Motor vehicles | - | 33% on cost, 25% on cost, 25% on reducing balance and 20% on cost

| Computer equipment | - | 25% on reducing balance and 15% on cost

| Fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable or as otherwise required by relevant accounting standards.

| Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of fair value less costs to sell and value-in-use, are recognised as impairment losses. Impairments of revalued assets are treated as a revaluation decrease. All other impairment losses are recognised in profit and loss.

| Stocks

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

| Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

| Taxation

| Taxation for the year 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.

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

3. | ACCOUNTING POLICIES - continued

| 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.

| 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

| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

| 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

| Investments are included at cost less amounts written off. Profits or losses arising from disposals of fixed asset investments are treated as part of the result from ordinary activities.

| 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.

| 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

| As explained in the review of business in the report of Directors these financial statements have been prepared on the going concern basis.

| As at 31 August 2025 the liabilities exceed the assets by £6,106,322 and there are net current liabilities of £8,146,918. The directors have prepared financial forecasts to assess the going concern of the group which show that the group will be able to operate within the facilities available to them.

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

| There were no areas in which the preparation of the financial statements required management to make significant judgements or estimates.

5. | TURNOVER

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

| An analysis of turnover by geographical market is given below:

| 2025 |  | 2024

£ | £ |

| United Kingdom | 41,671,594 |  | 38,751,082 |  |

| Europe | 645,674 |  | 36,231 |  |

42,317,268 |  | 38,787,313 |  |

6. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 10,395,626 |  | 9,598,168 |  |

| Social security costs | 438,860 |  | 409,524 |  |

| Other pension costs | 91,124 |  | 194,197 |  |

10,925,610 |  | 10,201,889 |  |

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

| 2025 |  | 2024

| Administration staff | 118 |  | 114 |  |

| Production staff | 103 |  | 100 |  |

221 |  | 214 |  |

| The average number of employees by undertakings that were proportionately consolidated during the year was 221 (2024 - 214 ) .

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

6. | EMPLOYEES AND DIRECTORS - continued

|  | 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 |  |

7. | OPERATING LOSS

| The operating loss is stated after charging:

| 2025 |  | 2024

£ | £ |

| Hire of plant and machinery | 8,747 |  | 61,925 |  |

| Other operating leases | 157 |  | 6,071 |  |

| Depreciation - owned assets | 519,114 |  | 441,000 |  |

| Depreciation - assets on hire purchase contracts | 85,344 |  | - |  |

| Goodwill amortisation | 167,183 |  | 167,182 |  |

| Patents and licences amortisation | - |  | 25,000 |  |

| Auditors remuneration | 35,300 |  | 32,575 |  |

| Foreign exchange differences | 9,639 |  | - |  |

8. | EXCEPTIONAL ITEMS

| 2025 |  | 2024

£ | £ |

| Exceptional items | (105,602 | ) | - |  |

| In the current year, the group 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.

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

9. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Bank interest | 17,356 |  | 13,947 |  |

| Other interest | 19,257 |  | 84,935 |  |

36,613 |  | 98,882 |  |

10. | TAXATION

| Analysis of the tax charge/(credit)

| The tax charge/(credit) on the loss for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| Joint ventures corporation tax | 30,621 |  | - |  |

| Deferred tax:

| Joint ventures deferred tax | 12,948 |  | (15 | ) |

| Tax on loss | 43,569 |  | (15 | ) |

| UK corporation tax has been charged at 25 % (2024 - 25 %).

| Reconciliation of total tax charge/(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 | (974,545 | ) | (1,885,686 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (243,636 | ) | (471,422 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 40,062 |  | 80,407 |  |

| Capital allowances in excess of depreciation | (17,520 | ) | (3,280 | ) |

| Utilisation of tax losses | (186,119 | ) | (127,748 | ) |

| Tax losses c/fwd | 450,782 |  | 522,028 |  |

| Total tax charge/(credit) | 43,569 |  | (15 | ) |

11. | INDIVIDUAL INCOME STATEMENT

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

12. | INTANGIBLE FIXED ASSETS

| Group

| Patents |

| and |

| Goodwill |  | licences |  | Totals

£ | £ | £ |

| COST

| At 1 September 2024

| and 31 August 2025 | 1,645,413 |  | 575,000 |  | 2,220,413 |  |

| AMORTISATION

| At 1 September 2024 | 1,145,097 |  | 575,000 |  | 1,720,097 |  |

| Amortisation for year | 167,183 |  | - |  | 167,183 |  |

| At 31 August 2025 | 1,312,280 |  | 575,000 |  | 1,887,280 |  |

| NET BOOK VALUE

| At 31 August 2025 | 333,133 |  | - |  | 333,133 |  |

| At 31 August 2024 | 500,316 |  | - |  | 500,316 |  |

13. | TANGIBLE FIXED ASSETS

| Group

| Improvements |  | Fixtures

| to |  | Plant and |  | and

| property |  | machinery |  | fittings

£ | £ | £ |

| COST

| At 1 September 2024 | 125,654 |  | 1,758,210 |  | 2,454,509 |  |

| Additions | 22,533 |  | 113,003 |  | 287,880 |  |

| At 31 August 2025 | 148,187 |  | 1,871,213 |  | 2,742,389 |  |

| DEPRECIATION

| At 1 September 2024 | 125,571 |  | 1,569,925 |  | 2,040,734 |  |

| Charge for year | 1,306 |  | 112,581 |  | 253,101 |  |

| At 31 August 2025 | 126,877 |  | 1,682,506 |  | 2,293,835 |  |

| NET BOOK VALUE

| At 31 August 2025 | 21,310 |  | 188,707 |  | 448,554 |  |

| At 31 August 2024 | 83 |  | 188,285 |  | 413,775 |  |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

13. | TANGIBLE FIXED ASSETS - continued

| Group

| Motor |  | Computer |

| vehicles |  | equipment |  | Totals

£ | £ | £ |

| COST

| At 1 September 2024 | 145,072 |  | 2,033,463 |  | 6,516,908 |  |

| Additions | 315,179 |  | 205,555 |  | 944,150 |  |

| At 31 August 2025 | 460,251 |  | 2,239,018 |  | 7,461,058 |  |

| DEPRECIATION

| At 1 September 2024 | 139,174 |  | 1,515,944 |  | 5,391,348 |  |

| Charge for year | 92,208 |  | 145,262 |  | 604,458 |  |

| At 31 August 2025 | 231,382 |  | 1,661,206 |  | 5,995,806 |  |

| NET BOOK VALUE

| At 31 August 2025 | 228,869 |  | 577,812 |  | 1,465,252 |  |

| At 31 August 2024 | 5,898 |  | 517,519 |  | 1,125,560 |  |

| Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

| Motor

| vehicles

£ |

| COST

| Additions | 315,179 |  |

| At 31 August 2025 | 315,179 |  |

| DEPRECIATION

| Charge for year | 85,344 |  |

| At 31 August 2025 | 85,344 |  |

| NET BOOK VALUE

| At 31 August 2025 | 229,835 |  |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

14. | FIXED ASSET INVESTMENTS

| Group

| Interest |

| Interest |  | in other |

| in joint |  | participating |

| venture |  | interests |  | Totals

£ | £ | £ |

| COST

| At 1 September 2024 | 275,434 |  | 80,000 |  | 355,434 |  |

| Share of profit/(loss) | 128,266 |  | - |  | 128,266 |  |

| At 31 August 2025 | 403,700 |  | 80,000 |  | 483,700 |  |

| PROVISIONS

| At 1 September 2024

| and 31 August 2025 | - |  | 80,000 |  | 80,000 |  |

| NET BOOK VALUE

| At 31 August 2025 | 403,700 |  | - |  | 403,700 |  |

| At 31 August 2024 | 275,434 |  | - |  | 275,434 |  |

| Interest in joint venture

| Battersea Evolution Limited

| The group's share of Battersea Evolution Limited is as follows:

2025 | 2024 |

£ | £ |

| Turnover | 3,608,155 |  | 2,892,361 |  |

| Profit/(loss) before tax | 171,835 |  | (216 | ) |

| Taxation | (43,569 | ) | 15 |  |

| Profit/(loss) after tax | 128,266 |  | (201 | ) |

| Share of assets

| Fixed assets | 23,211 |  | 11,075 |  |

| Current assets | 2,174,782 |  | 4,894,457 |  |

| Share of liabilities

| Liabilities due within one year | (1,755,157 | ) | (4,546,764 | ) |

| Liabilities due after one year or more | (39,136 | ) | (83,334 | ) |

| Share of net assets | 403,700 |  | 275,434 |  |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

14. | FIXED ASSET INVESTMENTS - continued

| Company

| Shares in

| group

| undertakings

£ |

| COST

| Additions | 40,872 |  |

| At 31 August 2025 | 40,872 |  |

| NET BOOK VALUE

| At 31 August 2025 | 40,872 |  |

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

| Subsidiaries

| Smart (Group) Limited

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

| Nature of business: Event management

| %

| Class of shares: | holding |

| Ordinary A, B and C | 100.00 |

| 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 |

| Story Events Limited

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

| Nature of business: Event management

| %

| Class of shares: | holding |

| Ordinary A | 100.00 |

| Smart Hospitality Manchester 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 A | 100.00 |

| Ordinary B | 100.00 |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

14. | FIXED ASSET INVESTMENTS - continued

| Smart Finsbury 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 |

| Smart Experiences Limited

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

| Nature of business: Event management

| %

| Class of shares: | holding |

| Ordinary A | 100.00 |

| Smart Catering Division Limited

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

| Nature of business: Holding company

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| The Last Supper UK Limited

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

| Nature of business: Catering services

| %

| Class of shares: | holding |

| Ordinary A | 100.00 |

| Ordinary B |

| 100% of the Ordinary A shares are owned and 0% of the Ordinary B shares. Overall holding is 75%

| Smart Nautical Limited

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

| Nature of business: Event Management

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Smart Group 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 |

| Quantum Leap Events 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 |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

14. | FIXED ASSET INVESTMENTS - continued

| Smart Christmas Parties 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 |

| Smart Hospitality Global 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 |

| Smart Sports Hospitality 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 |

| Smart Venues 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 |

| Last Supper 2020 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 |

| Smart Live 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 |

| Joint venture

| Battersea Evolution Limited

| Registered office: United Kingdom

| Nature of business: Events organisation

| %

| Class of shares: | holding |

| Ordinary A | 100.00 |

| Ordinary B |

| 100% of the Ordinary A shares are owned and 0% of the Ordinary B shares. Overall holding is 50%

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

14. | FIXED ASSET INVESTMENTS - continued

15. | STOCKS

| Group |

2025 | 2024 |

£ | £ |

| Goods for resale | 302,054 |  | 184,554 |  |

16. | DEBTORS

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Amounts falling due within one year: |

| Trade debtors | 3,656,709 |  | 9,204,538 |  | - |  | - |  |

| Bad debt provision | - |  | (62,948 | ) | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 3,880 |  | - |  |

| Other debtors | 369,132 |  | 321,863 |  | - |  | - |  |

| Directors' current accounts | 148,230 |  | 136,512 |  | - |  | - |  |

| Accrued income | 338,869 |  | 746,566 |  | - |  | - |  |

| Prepayments | 1,494,746 |  | 2,893,880 |  | - |  | - |  |

6,007,686 |  | 13,240,411 |  | 3,880 |  | - |  |

| Amounts falling due after more than one | year: |

| Prepayments and accrued income | 400,000 |  | 500,000 |  | - |  | - |  |

| Aggregate amounts | 6,407,686 |  | 13,740,411 |  | 3,880 |  | - |  |

17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |

2025 | 2024 |

£ | £ |

| Bank loans and overdrafts (see note 19) | 160,000 |  | 160,000 |  |

| Hire purchase contracts (see note 20) | 82,737 |  | - |  |

| Deferred income | 4,108,065 |  | 5,740,801 |  |

| Trade creditors | 5,993,453 |  | 12,233,012 |  |

| Taxation | (6,539 | ) | (6,272 | ) |

| Paye/Ni payable | 372,398 |  | 356,438 |  |

| VAT | 1,188,029 |  | 1,558,277 |  |

| Other creditors | 423,749 |  | 349,291 |  |

| Wages creditor | 1,706 |  | (6,587 | ) |

| Accruals | 2,539,942 |  | 2,950,410 |  |

| Accrued expenses | 958,345 |  | 235,222 |  |

15,821,885 |  | 23,570,592 |  |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |

2025 | 2024 |

£ | £ |

| Bank loans (see note 19) | 33,334 |  | 193,333 |  |

| Hire purchase contracts (see note 20) | 128,155 |  | - |  |

161,489 |  | 193,333 |  |

19. | LOANS

| An analysis of the maturity of loans is given below:

| Group |

2025 | 2024 |

£ | £ |

| Amounts falling due within one year or on | demand: |

| Bank loans - less than 1 yr | 160,000 |  | 160,000 |  |

| Amounts falling due between one and two | years: |

| Bank loans - 1-2 years | 33,334 |  | 160,000 |  |

| Amounts falling due between two and five | years: |

| Bank loans - 2-5 years | - |  | 33,333 |  |

20. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Hire purchase |

| contracts |

2025 | 2024 |

£ | £ |

| Net obligations repayable:

| Within one year | 82,737 |  | - |  |

| Between one and five years | 128,155 |  | - |  |

210,892 |  | - |  |

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

20. | LEASING AGREEMENTS - continued

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 832,553 |  | 643,901 |  |

| Between one and five years | 2,229,832 |  | 708,658 |  |

| In more than five years | - |  | 1,906,026 |  |

3,062,385 |  | 3,258,585 |  |

21. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

2025 | 2024 |

£ | £ |

| Bank loans | 193,334 |  | 353,333 |  |

| Hire purchase contracts | 210,892 |  | - |  |

404,226 |  | 353,333 |  |

| The loan is secured by a fixed and floating charge over all assets of the company.

| The hire purchase liabilities are secured on the assets to which they relate.

22. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 40,000 | Ordinary A | £1 | 40,000 |  | 40,000 |  |

| 800,000 | Ordinary B | £0.00 | 1 | 800 |  | 800 |  |

| 75,500 | Ordinary C | £0.00 | 1 | 76 |  | 72 |  |

40,876 |  | 40,872 |  |

| 4,000 Ordinary C shares of £0.001 each were allotted as fully paid at a premium of £0.969 per share during the year.

| A Ordinary shares have no voting rights, they may not receive distributions, they receive priority in the payment of surplus assets upon winding up with a fixed price of an A ordinary share.

| B Ordinary shares have voting rights, they may receive distributions, they receive the payment of surplus assets upon winding up after the distribution to the A ordinary holders.

| C Ordinary shares have no voting rights, they may receive distributions, they receive the payment of surplus assets upon winding up after the distribution to the A ordinary holders.

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

23. | RESERVES

| Group

| Retained |  | Share |  | Merger |

| earnings |  | premium |  | reserves |  | Totals

£ | £ | £ | £ |

| At 1 September 2024 | (5,193,578 | ) | - |  | 23,256 |  | (5,170,322 | ) |

| Deficit for the year | (1,030,662 | ) | (1,030,662 | ) |

| Cash share issue | - |  | 3,876 |  | - |  | 3,876 |  |

| At 31 August 2025 | (6,224,240 | ) | 3,876 |  | 23,256 |  | (6,197,108 | ) |

| Company

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| Profit for the year | - | - |

| Cash share issue | - |  | 3,876 |  | 3,876 |  |

| At 31 August 2025 | - |  | 3,876 |  | 3,876 |  |

24. | NON-CONTROLLING INTERESTS

| Minority interest in the consolidated balance sheet reflects minority owners' percentage share of shareholders' capital in subsidiaries.

| The minority interest is calculated based on the shareholders' equity of each subsidiary.

25. | PENSION COMMITMENTS

| The group operates a defined contribution pension scheme. The total contributions paid in the year amounted to £91,124 (2024: £194,197).

26. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| At the start of the year a director was overdrawn by £136,512 (2024: £123,587), during the year further advances were made of £11,718 (2024: £NIL) and repayments of £NIL (2024: £5,492) were made, at the year end the director was overdrawn by £148,230 (2024: £136,512).

| Loans made to Mr JG Lawson during the year are repayable on demand and are not subject to any interest charges.

SMART TOPCO LIMITED (REGISTERED NUMBER: 16024485)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 AUGUST 2025

27. | RELATED PARTY DISCLOSURES

|  | 2025 |  | 2024 |

| Amounts owed to/(by) Battersea Evolution Limited; |  |  | £ |  |  | £ |

| Smart (Group) Limited |  |  | 50,696 |  |  | 5,481,410 |

| Smart Hospitality Limited |  |  | 259,125 |  |  | 1,510,135 |

| Story Events Limited |  |  | - |  |  | 83,888 |

| GL Events UK Limited |  |  | (315,657 | ) |  | (471,777 | )

| The Moving Venue Caterers Limited |  |  | 338,431 |  |  | 4,582,169 |

| The Last Supper UK Limited |  |  | 10,000 |  |  | - |

| Smart (Group) Limited which is a 100% subsidiary has a 50% shareholding in Battersea Evolution Limited. Mr JG Lawson and Ms EM Sawford, directors, are also directors of Battersea Evolution Limited.

| GL Events UK Limited has a 50% shareholding in Battersea Evolution Limited.

|  | 2025 |  | 2024 |

| Amounts owed to/(by) The Last Supper UK Limited; |  |  | £ |  |  | £ |

| Smart (Group) Limited |  |  | 88,113 |  |  | 254,750 |

| Smart Hospitality Limited |  |  | 654,231 |  |  | 432,836 |

| Story Events Limited |  |  | 54,072 |  |  | 45,694 |

| The Moving Venue Caterers Limited |  |  | (884,943 | ) |  | (924,086 | )

| Smart Experiences Limited |  | (5,678 | ) | (5,678 | ) |

| Battersea Evolution Limited |  |  | (10,000 | ) |  | - |

| Smart (Group) Limited which is a 100% subsidiary has a 75% shareholding in The Last Supper UK Limited. Mr JG Lawson and Ms EM Sawford, directors, are also directors of The Last Supper UK Limited.

| During the year a shareholder made a loan to the company of £750,000, amounts were repaid in the year of £527,799 which left an outstanding balance at the year end of £222,201. The amount is included within other creditors. The loan is interest free and repayable on demand.

| During the year, a total of key management personnel compensation of £ 864,676 (2024 - £ 859,064 ) was paid.