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

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

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

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)

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

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.

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

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.

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.

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

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

)

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

)

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

)

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

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

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

)

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

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

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