REGISTERED NUMBER: 07517715 (England and Wales)

Financial Statements for the Year Ended 30 June 2025

for

TGI Sport Virtual Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

M Jolly

A G Milton

J D Rushton

REGISTERED OFFICE:

35 Soho Square

London

W1D 3QX

REGISTERED NUMBER:

07517715 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

FIXED ASSETS

Intangible assets

4

1,281,989

44,621

Tangible assets

5

629,405

805,110

1,911,394

849,731

CURRENT ASSETS

Debtors

6

9,598,901

6,431,798

Cash at bank

1,236,748

430,786

10,835,649

6,862,584

CREDITORS

Amounts falling due within one year

7

(65,533,703

)

(57,234,817

)

NET CURRENT LIABILITIES

(54,698,054

)

(50,372,233

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(52,786,660

)

(49,522,502

)

CREDITORS

Amounts falling due after more than one year

8

-

(452,432

)

NET LIABILITIES

(52,786,660

)

(49,974,934

)

CAPITAL AND RESERVES

Called up share capital

10

200

200

Other reserves

11

2,546,034

1,836,682

Retained earnings

11

(55,332,894

)

(51,811,816

)

SHAREHOLDERS' FUNDS

(52,786,660

)

(49,974,934

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2026 and were signed on its behalf by:

A G Milton - Director

1.	STATUTORY INFORMATION

TGI Sport Virtual Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Company will have sufficient working capital facilities to enable it to continue in business for the foreseeable future. In reaching this conclusion the directors have considered the financial forecasts of the Company and the availability of support from the ultimate Parent Company for any future funds required by the Company and have confirmed that amounts due to the Parent Company totalling £26,349,075 (2024 - £26,615,121) will not be called upon for a period of at least 12 months from approval of these financial statements unless the Company has sufficient funds available to repay it (or part of it).

The Group has prepared forecasts, which indicate that it will not require additional investment funding during that period to continue to operate based on its existing contract base, which has significant opportunity for turnover growth through the deployment of new products such as second row replacement and glass virtual. To enable this growth, the Group obtained a new debt funding facility of €12,000,000 on 11 April 2024 which has been fully repaid after the year end, following the acquisition by TGI Sport.

After making the enquiries and considering forecasts described above, the directors have concluded that they have a reasonable expectation that the Company has adequate resources to continue for the foreseeable future. For these reasons, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover

The Company principally obtains its turnover through the provision of its technology solutions under licence to rights holders, broadcasters, agencies and brands. In addition turnover is also generated from services supporting the Company's technology solutions.

Turnover obtained under licence agreements is recognised on a straight line basis over the term of the licence. Turnover generated through support services is recognised when the service is provided to the customer. All turnover, is stated exclusive of Value Added Tax.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date, the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined, which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Software development projects - 4 years

Finance system - 3 years

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

AIR computer equipment - 4 years

Motor vehicles - 3 years

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Over the last 7 years, the Group has capitalised software development costs, including costs to research and develop software products or the software component of products to be deployed, as technological and commercial feasibility is typically reached shortly before the release of such products. The board considers this to have been the most appropriate approach over the last 7 years whilst it has been developing its software for deployment. However, the board continues to review the policy to assess whether the capitalisation or expending the costs in the future is appropriate.

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 28 (2024 - 30 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 July 2024

419,836

Additions

1,249,386

At 30 June 2025

1,669,222

AMORTISATION

At 1 July 2024

375,215

Charge for year

12,018

At 30 June 2025

387,233

NET BOOK VALUE

At 30 June 2025

1,281,989

At 30 June 2024

44,621

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 July 2024

1,524,352

Additions

201,197

At 30 June 2025

1,725,549

DEPRECIATION

At 1 July 2024

719,242

Charge for year

376,902

At 30 June 2025

1,096,144

NET BOOK VALUE

At 30 June 2025

629,405

At 30 June 2024

805,110

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

£

£

Trade debtors

1,926,365

686,192

Amounts owed by group undertakings

6,983,105

5,085,006

Other debtors

689,431

660,600

9,598,901

6,431,798

Amounts owed by group undertakings are unsecured, attract an interest rate of 8% per annum and are repayable on demand.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

£

£

Trade creditors

286,209

1,073,925

Amounts owed to group undertakings

59,794,187

53,512,469

Taxation and social security

41,263

99,353

Other creditors

5,412,044

2,549,070

65,533,703

57,234,817

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

30.6.25

30.6.24

£

£

Other creditors

-

452,432

9.	SECURED DEBTS

Amounts owed to group undertakings are unsecured, attract an interest rate of 8% per annum and are repayable on demand.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.6.25

30.6.24

value:

£

£

200

Ordinary Shares

£1

200

200

The Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

11.

RESERVES

Retained

Other

earnings

reserves

Totals

£

£

£

At 1 July 2024

(51,811,816

)

1,836,682

(49,975,134

)

Deficit for the year

(3,521,078

)

(3,521,078

)

Share option accelerated charge

-

709,352

709,352

At 30 June 2025

(55,332,894

)

2,546,034

(52,786,860

)

The Company’s reserves are as follows:

Share-based payment reserve

The share-based payment reserve represents fair value at the date of grant of share options issued to employees. On exercise of these options, the distributable amount is transferred to the profit and loss reserve.

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Jonathan Bregman FCA FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

13.	CONTINGENT LIABILITIES

The Company is currently subject to patent infringement legal proceedings in Germany and the UK related to the Company’s DBRLive technology. The directors believe, based on expert legal advice obtained, that the likelihood of a successful defence of the proceedings is greater than 50%; however, it is possible that the Company may lose some or all of the proceedings. The Company is no longer using the DBRLive technology in those jurisdictions and all new contracts are entered into using the Company’s Air® technology, which is not subject to these proceedings.

14.	PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £126,976 (2024: £152,494). Contributions totalling £14,515 (2024: £25,837) were payable to the fund at the balance sheet date.

15.	RELATED PARTY DISCLOSURES

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.

16.	ULTIMATE CONTROLLING PARTY

The Company's ultimate parent and controlling party is TGI Sport Topco Pty, a company incorporated in New

South Wales, Australia. The Company’s immediate parent company was TGI Sport Virtual Holding UK Limited, whose registered office is 35 Soho Square, London, Greater London, England, W1D 3QX.

The Company is included in the consolidated financial statements of TGI Sport Midco 2 Pty Ltd, the smallest group to consolidate, and the consolidated financial statements of TGI Sport Topco Pty, the largest group to consolidate, which are publicly available and can be obtained from the company's principal and registered office: Level 7, 88 Philip Street, Sydney, NSW 2000, Australia.

17.	SHARE-BASED PAYMENT TRANSACTIONS

The Company participates in the Group share-based payment plan of its immediate parent company, TGI Sport Virtual Holding UK Limited. A share-based remuneration charge of £709,352 (2024: £304,749) has been recognised during the year. The allocation of the Group share-based remuneration charge attributable to the Company has been identified on the basis of the number of share options granted to the employees of the Company.