REGISTERED NUMBER: 08584202 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 30 June 2025

for

TGI Sport Virtual Holding UK Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

M Jolly

A G Milton

J D Rushton

REGISTERED OFFICE:

35 Soho Square

London

W1D 3QX

REGISTERED NUMBER:

08584202 (England and Wales)

SENIOR STATUTORY AUDITOR:

Jonathan Bregman FCA FCCA

AUDITORS:

TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

The directors present their strategic report for the year ended 30 June 2025.

BUSINESS OVERVIEW

TGI Sport Virtual Holding UK Limited is a holding company whose principal activity is the ownership and management of investments within the TGI Sport Virtual group of companies.

The Company does not undertake trading or operational activities directly. Its primary purpose is to hold investments in subsidiary undertakings, support the strategic direction of the Group, oversee capital allocation, and facilitate corporate governance and financing arrangements where appropriate.

BUSINESS PERFORMANCE

During the financial year, the Company continued to operate as the parent holding company within the Group structure.

As a non-trading holding company, the Company's financial performance is primarily driven by the value and performance of its investments in subsidiary undertakings.

The directors continued to monitor the performance of the Company's investments and the wider market environment to ensure that the Company remains appropriately positioned to support the long-term objectives of its subsidiary operations.

Profit for the financial year was €3.5 million, representing an increase of approximately 50% compared with the previous year (2024: €2.4 million).

The Company's investment in subsidiary undertakings increased from €4.2 million to €6.2 million during the year, as a result of share option charges which were accelerated on acquisition of the entity by TGI Sport on 1 August 2024, together with the related employer taxes arising on settlement of those options.

Net assets increased by 20% to €54.2 million at 30 June 2025 (2024: €45.0 million), reflecting the Company's profitable performance and strengthening capital base. Shareholders' funds increased correspondingly to €54.2 million from €45.0 million in the previous year.

Amounts owed by group undertakings and other debtors increased to €56.4 million (2024: €50.0 million), reflecting the Company's ongoing role in providing financial support to subsidiary entities.

Cash balances at the year end were €61,785 (2024: €130,623).

The directors consider the Company's overall financial position at the year end to be satisfactory and appropriate for its role as a holding company.

FUTURE OUTLOOK

The Company will continue to focus on fulfilling its role as the holding company of the Group, providing strategic oversight, maintaining an appropriate governance framework, and supporting the long-term growth and development of its investments.

The directors will continue to review opportunities to enhance shareholder value while preserving the Company's strong financial position and supporting the strategic objectives of its subsidiaries.

KEY PERFORMANCE INDICATORS

The directors use a number of financial measures to assess the performance of the Company and its effectiveness in fulfilling its role as the holding company of the Group.

- Net assets increased to €54.2 million (2024: €45.0 million), reflecting growth in shareholder value.

- Profit before taxation increased to €3.5 million (2024: €2.4 million).

- Investment in subsidiary undertakings increased to €6.2 million (2024: €4.2 million)

- Shareholders' funds increased to €54.2 million (2024: €45.0 million), strengthening the Company's capital position.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the Company arise from its ownership of subsidiary investments and include:

Investment Risk

The Company's principal assets comprise investments in subsidiary undertakings. Consequently, the Company's financial position is dependent on the ongoing performance and value of those investments.

Liquidity Risk

The Company relies on available cash resources, funding arrangements, and where appropriate distributions from subsidiary undertakings to meet its obligations as they fall due.

Regulatory and Governance Risk

The Company is required to comply with applicable corporate, legal and regulatory requirements. The directors continually monitor developments in relevant legislation and governance practices to ensure compliance.

Group Dependency Risk

As a holding company with limited standalone operations, the Company's ability to generate value is closely connected to the performance and financial stability of its subsidiary undertakings.

ON BEHALF OF THE BOARD:

A G Milton - Director

18 September 2026

The directors present their report with the financial statements of the company for the year ended 30 June 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30 June 2025.

DIRECTORS

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

Sir M F Broughton - resigned 1 August 2024

I R W Buckley - appointed 1 August 2024

J B Gambrell - resigned 1 August 2024

S A Green - resigned 1 August 2024

M Jolly - appointed 1 August 2024

O Jones - resigned 1 August 2024

TGI Europe Gmbh - resigned 1 August 2024

K Wachtel - resigned 1 August 2024

G E Williams - resigned 1 August 2024

A G Milton and J D Rushton were appointed as directors after 30 June 2025 but prior to the date of this report.

I R W Buckley ceased to be a director after 30 June 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A G Milton - Director

18 September 2026

Opinion

We have audited the financial statements of TGI Sport Virtual Holding UK Limited (the 'company') for the year ended 30 June 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 30 June 2025 and of its profit 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 company 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 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 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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Jonathan Bregman FCA FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

18 September 2026

TURNOVER

-

-

Administrative expenses

3,468

(683,720

)

OPERATING PROFIT/(LOSS)

4

3,468

(683,720

)

Interest receivable and similar income

4,373,942

3,704,117

4,377,410

3,020,397

Interest payable and similar expenses

5

(833,587

)

(655,788

)

PROFIT BEFORE TAXATION

3,543,823

2,364,609

Tax on profit

6

-

-

PROFIT FOR THE FINANCIAL YEAR

3,543,823

2,364,609

PROFIT FOR THE YEAR

3,543,823

2,364,609

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,543,823

2,364,609

FIXED ASSETS

Investments

7

6,174,187

4,235,167

CURRENT ASSETS

Debtors

8

56,440,354

50,005,577

Cash at bank

61,785

130,623

56,502,139

50,136,200

CREDITORS

Amounts falling due within one year

9

(8,455,516

)

(6,803,584

)

NET CURRENT ASSETS

48,046,623

43,332,616

TOTAL ASSETS LESS CURRENT LIABILITIES

54,220,810

47,567,783

CREDITORS

Amounts falling due after more than one year

10

-

(2,551,801

)

NET ASSETS

54,220,810

45,015,982

CAPITAL AND RESERVES

Called up share capital

12

5,123,631

4,227,569

Share premium

13

44,381,826

41,148,855

Capital redemption reserve

13

3,000

-

Capital contribution reserve

13

3,080,000

3,080,000

Share based payment reserve

13

5,676,342

4,147,370

Retained earnings

13

(4,043,989

)

(7,587,812

)

SHAREHOLDERS' FUNDS

54,220,810

45,015,982

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

Called up

share

Retained

Share

capital

earnings

premium

€

€

€

Balance at 1 July 2023

4,227,569

(9,952,421

)

41,148,855

Changes in equity

Total comprehensive income

-

2,364,609

-

Balance at 30 June 2024

4,227,569

(7,587,812

)

41,148,855

Changes in equity

Issue of share capital

899,062

-

3,232,971

Cancellation of own shares

(3,000

)

-

-

Total comprehensive income

-

3,543,823

-

Balance at 30 June 2025

5,123,631

(4,043,989

)

44,381,826

Share

Capital

Capital

based

redemption

contribution

payment

Total

reserve

reserve

reserve

equity

€

€

€

€

Balance at 1 July 2023

-

3,080,000

3,367,676

41,871,679

Changes in equity

Share-based payment

-

-

779,694

779,694

Total comprehensive income

-

-

-

2,364,609

Balance at 30 June 2024

-

3,080,000

4,147,370

45,015,982

Changes in equity

Issue of share capital

-

-

-

4,132,033

Cancellation of own shares

3,000

-

-

-

Share-based payment

-

-

1,528,972

1,528,972

Total comprehensive income

-

-

-

3,543,823

Balance at 30 June 2025

3,000

3,080,000

5,676,342

54,220,810

1.	STATUTORY INFORMATION

TGI Sport Virtual Holding UK 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 Euro (€).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

This Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the Company are consolidated in the financial statements of TGI Sport Topco Pty. Its consolidated financial statements are available from its registered office: Level 7, 88 Philip Street, Sydney, NSW 2000, Australia.

Preparation of consolidated financial statements

The financial statements contain information about TGI Sport Virtual Holding UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, TGI Sport Topco Pty, Level 7, 88 Phillip Street, Sydney, NSW 2000, Australia.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements in accordance with FRS 102 requires the Directors to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are considered reasonable under the circumstances. Actual results may differ from these estimates.

Key sources of estimation uncertainty

The key assumptions concerning the future and other major sources of estimation uncertainty at the reporting date, which have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are as follows:

Valuation and impairment of investments in subsidiaries

Investments in subsidiaries are carried at cost less impairment. The assessment of impairment requires judgement in determining whether indicators of impairment exist and, where such indicators are identified, estimating the recoverable amount of the investment. This involves estimating future cash flows expected to be generated by the underlying businesses and selecting appropriate discount rates where relevant. Given the significance of the carrying value of the Company's investments, small changes in assumptions could have a material impact on the financial statements.

Recoverability of intercompany balances

Amounts owed by group undertakings are unsecured and repayable on demand. The Directors assess recoverability based on the financial position and expected future cash flows of the relevant group entities. This assessment requires judgement, particularly where entities are reliant on future trading performance or group support.

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. The directors have concluded that they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For these reasons the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

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 statement of financial position 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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, and loans from fellow group companies, 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's ordinary shares are classified as equity instruments.

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.

Foreign currencies

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

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 June 2025 nor for the year ended 30 June 2024.

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

The company has no employees other than the directors, who did not receive any remuneration (2024: €Nil).

30.6.25

30.6.24

€

€

Directors' remuneration

-

-

4.	OPERATING PROFIT/(LOSS)

The operating profit (2024 - operating loss) is stated after charging/(crediting):

30.6.25

30.6.24

€

€

Auditors' remuneration

14,572

-

Foreign exchange differences

(297,030

)

682,646

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

30.6.25

30.6.24

€

€

Loan

-

151,819

Interest - Intercompany

833,587

503,969

833,587

655,788

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 June 2025 nor for the year ended 30 June 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

30.6.25

30.6.24

€

€

Profit before tax

3,543,823

2,364,609

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

885,956

591,152

Effects of:

Group relief

(885,956

)

(591,152

)

Total tax charge

-

-

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

€

COST

At 1 July 2024

4,235,167

Additions

1,939,020

At 30 June 2025

6,174,187

NET BOOK VALUE

At 30 June 2025

6,174,187

At 30 June 2024

4,235,167

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

TGI Sport Virtual Limited

Registered office: 35 Soho Square, London W1D 3QX

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

TGI Sport Virtual UK Limited

Registered office: 35 Soho Square, London W1D 3QX

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

TGI Sport Marketing Espana SL

Registered office: Rambla de Catalunya 25, Principal, 08007 Barcelona, Spain

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

TGI Sport Italia S.r.l

Registered office: Via Castoglioni, 1 Busto Arsizio, VA 21052, Italy.

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

TGI Sport Suomi Oy

Registered office: Tekniikantie 12, Espoo 02150, Finland

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

TGI Sport France SASU

Registered office: Spaces Les Templiers, 950 Route Des Colles, CS 30505, Biot 06905 Sophia Antipolis, France

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

TGI Sport Virtual USA Inc.

Registered office: 1209 Orange Street, Wilmington, New Castle, Delaware 19801, USA

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

TGI Sport Canada Limited

Registered office: 130 Merton Street, Suite 101, Toronto ON, M4S 3G9, Canada

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

TGI Sport Virtual Technologies Limited

Registered office: 35 Soho Square, London W1D 3QX

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

TGI Sport Deutschland GmbH

Registered office: RSM Ebner Stolz, Ridlerstrasse, 57 80339, Munich

Nature of business: Digital Billboard Replacement Technology

%

Class of shares:

holding

Ordinary

100.00

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

€

€

Amounts owed by group undertakings

52,066,412

50,005,577

Other debtors

4,373,942

-

56,440,354

50,005,577

Amounts owed by Group undertakings are unsecured, attract an interest rate of 8% (2024: 8%) per annum and are repayable on demand.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

€

€

Amounts owed to group undertakings

7,784,014

6,803,584

Other creditors

73,202

-

Accruals and deferred income

598,300

-

8,455,516

6,803,584

Amounts owed to Group undertakings are unsecured, attract an interest rate of 8% (2024: 8%) per annum and are repayable on demand.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

30.6.25

30.6.24

€

€

Other loans (see note 11)

-

2,551,801

11.

LOANS

An analysis of the maturity of loans is given below:

30.6.25

30.6.24

€

€

Amounts falling due between two and five years:

Other loans - 2-5 years

-

2,551,801

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.6.25

30.6.24

value:

€

€

5,123,631

Ordinary Shares

€0.1

5,123,631

4,227,569

899,062 Ordinary Shares shares of €0.1 each were allotted and fully paid for cash at par during the year.

The ordinary shares each carry the right to one vote and equal rights to dividends and distribution of capital (including on winding up). They do not confer any rights of redemption.

On 30 July 2024, the Company issued 8,990,620 additional Ordinary shares of €0.1 each at par.

On 1 August 2024 the entire share capital of the Group was acquired by TGI Sport, an existing minority shareholder. The Group joined an impressive portfolio of capabilities to round out a best-in-class virtual ad tech practice with incomparable capabilities in a rapidly growing sector.