REGISTERED NUMBER: 16041726 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

DATA LEAF BIDCO LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

7

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

J C Dawson

D L Llewellyn

REGISTERED OFFICE:

4th Floor, St. James House

St. James Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

16041726 (England and Wales)

AUDITORS:

Byrd + Link Audit Limited

Honeybourne Place

Jessop Avenue

Cheltenham

Gloucestershire

GL50 3SH

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

Data Leaf Bidco Limited, the "Company", itself is a holding company whose principal activity is the provision of management services to subsidiary entities of Data Leaf Bidco Limited Consolidated, the "Group", whose principal activity during the period is the organization of global events in the AI sphere.

REVIEW OF BUSINESS

Data Leaf Bidco Ltd was formed 25 October 2024 and acquired Inspired minds Media Ltd and World Summit AI Ltd on 29 October 2024.

For the year ending December 31, 2025, the Company has annual turnover of 8,541K GBP, cost of goods sold of 6,169K GBP, administrative expenses, of 2,729K GBP, interest, and intangible depreciation of £2,734 and a resulting consolidated operating loss of (3,091K) GBP before taxes. As of 31 December 2025, the Company has net assets of 18.5M GBP. The Company is forecasting revenue to grow by 18%.

While earnings are healthy, the Company also has access to external sources of liquidity, including equity contributions from its parent company and borrowings under available debt facilities, to help fund operations, if the need arises.

The Company main sources of revenue are from two large-scale events in Amsterdam and Qatar, which generates most of the revenue for the company. The Company's near-term liquidity needs are primarily driven by ongoing operating costs, working capital requirements associated with holding events, and general and administrative and employee-related expenses. Based on current forecasts, existing operating cash flows are expected to be sufficient to meet these obligations.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the Group's strategy are subject to a few risks as set out below:

Besides macroeconomic conditions, management acknowledges that the large Qatar event was a 5-year contract with Ministry of Information Technology in Qatar and there was a clause for either party to exit the contract early. .

The client has given notice to cancel the contract for the 2026 event and beyond due to the Middle East conflict. The 2026 Qatar Event will not be held.

Management is evaluating and re-assessing other substitute event venues for maximum profitability and will implement those changes on a go forward basis for 2027. The Company is exploring the possible future event in Saudi Arabia as well as other European and Americas venues in 2027 to make up for the Qatar lost revenue.

FUTURE DEVELOPMENTS

Management has developed plans intended to improve the Company's liquidity position, including initiatives to optimize the operations, execute integration and efficiency improvements across subsidiaries, manage discretionary spending, create synergies with current and future acquisitions, and implement technology solutions designed to enhance operational efficiency and reduce costs over time.

In addition, the Company's private equity sponsor has historically provided financial support and may, at its discretion, continue to provide funding through loans or equity contributions as needed.

STRATEGY

The group's overriding strategy is to continue to grow its existing Amsterdam and Middle East events, as well as expand our European and Americas footprint through strategically selecting high-valued locations for attendance (i.e., London, Switzerland, and high demand cities in the Americas). The company plans to drive new client growth by designing and delivering high-impact, AI-powered event portfolios that provide hyper-personalized networking and actionable technical insights for the global tech community. In addition, the company will leverage existing channels and partnerships as well as enhance our marketing efforts by highlighting our current successes and customer feedback from attending events.

KEY PERFORMANCE INDICATORS

The company had highly successful 2024 and 2025 events in Qatar and Amsterdam. Revenue has increased year over year. Total 2026 revenue increased by 13% over 2025 revenue.

The 26 actual to date column is as of 31st March 2026. See the comparison chart FY26 vs FY25 (TTLY column) for the original budget that included Qatar.

Spex £'000

Summit Revenue

24 Actual

25 Actual

26 Actual to Date

Budget 26/27

Variance to 26/27

WSAI Netherlands

2,041.9

2,343.9

678.3

3064.4

2,386.1

IMM Qatar

2,608.0

2,900.5

349.4

1,180.0

830.6

WSAI USA

-

457.6

-

-

-

WSAI Canada

478.6

289.8

-

-

-

WSAI Basel

260.2

-

-

-

-

Subscription

-

-

-

-

-

Total

5,388.7

5,991.9

1,027.7

4,244.4

3,216.7

Delegate '000

Summit Revenue

24 Actual

25 Actual

26 Actual to Date

Budget 26/27 to Date

Variance to 26/27

WSAI Netherlands

1,330.1

1,801.2

243.0

2,079.6

1,836.6

IMM Qatar

104.9

161.7

-

200.0

200.0

WSAI USA

-

63.8

-

-

-

WSAI Canada

505.7

264.3

-

-

-

WSAI Basel

51.3

-

-

-

-

Subscription

-

-

-

-

-

Total

1,992.1

2,291.0

243.0

2,279.6

2,036.6

Through July 31 2026, we have achieved approximately 55% of our Amsterdam event forecast sales. SPEX and Delegate sales for the October 2026 Amsterdam event remain strong and it is anticipated that the Company will meet its Amsterdam re-forecast sales over the next few months. August and September have historically been very strong in closing new Amersterdam SPEX and Delegate sales.

Overall, 2026 re-forcast revenue will be £3.81M less than 2025 due to the loss of the Qatar event. Total 2026 revenue is expected to be £4,559M and gross operating profit should be £2.8M. Total EBITDA is projected to be a positive £814K.

Accelerator/Other Revenue £'000

Summit Revenue

24 Actual

25 Actual

26 Actual to Date

Budget 26/27 to Date

Variance to 26/27

WSAI Netherlands

28.7

76.3

6.5

35.0

28.5

IMM Qatar

-

7.4

-

2,000.0

2,000.0

WSAI USA

-

1.7

-

-

-

WSAI Canada

14.3

7.4

-

-

-

WSAI Basel

-

-

-

-

-

Subscription

-

-

-

300.0

300.0

Total

43.0

92.8

6.5

2,335.0

2,328.5

Revenue £'000

Summit Revenue

24 Actual

25 Actual

26 Actual to Date

Budget 26/27 to Date

Variance to 26/27

WSAI Netherlands

3,401

4,221

928

5,179

4,251

IMM Qatar

2,713

3,070

350

3,380

3,031

WSAI USA

-

523

-

-

-

WSAI Canada

999

561

-

-

-

WSAI Basel

311

-

-

-

-

Subscription

-

-

-

300

300.0

Total

7,424

8,375

1,278

8,859

7,582

The revised comparison chart is below and removes the Qatar event:

Spex

Summit Revenue

26/27 Latest Estimate

Budget 26/27

Variance to 26/27

WSAI Netherlands

2,500

3,064

564

IMM Qatar

-

1,180

1,180

Subscription

-

-

-

Total

2,500

4,244

1,744

Delegate

Summit Revenue

26/27 Latest Estimate

Budget 26/27

Variance to 26/27

WSAI Netherlands

2,000

2,080

80

IMM Qatar

-

200

200

Subscription

-

-

-

Total

2,000

2,280

280

Accelerator/Other Revenue

Summit Revenue

26/27 Latest Estimate

Budget 26/27

Variance to 26/27

WSAI Netherlands

35

35

-

IMM Qatar

-

2,000

2,000

Subscription

30

300

270

Total

65

2,335

2,270

Total Sales

Summit Revenue

26/27 Latest Estimate

Budget 26/27

Variance to 26/27

WSAI Netherlands

4,535

5,179

644

IMM Qatar

-

3,380

3,380

Subscription

30

300

270

Total

4,565

8,859

4,294

COS

Summit Revenue

26/27 Latest Estimate

Budget 26/27

Variance to 26/27

WSAI Netherlands

1,765

1,341

(424)

IMM Qatar

-

1,229

1,229

Subscription

-

-

-

Total

1,765

2,570

805

Gross Operating Profit

Summit Revenue

26/27 Latest Estimate

Budget 26/27

Variance to 26/27

WSAI Netherlands

2,770

3,838

1,068

IMM Qatar

-

2,151

2,151

Subscription

30

300

270

Total

12,800

6,289

3,489

SUBSEQUENT EVENTS

On Thursday, March 26, 2026, the Company received notice from MCIT that they planned to exercise the clause to cancel the agreement due to the regional conflict. As previously stated, the company is evaluating other locations to host future events which could help offset some of the revenue loss from the cancellation of the MCIT contract.

Company founder, Sarah Porter, announced her resignation early in June 2026. Sarah's severance package is currently being worked out.

Due to the loss of the Qatar event, Sarah Porter's earnout will not be paid out. The liability on the balance sheet will be removed in the 2026 financials. Note the fair value valuation performed by an external party of the earnout at 31st December 2025 was correct based on the known facts at the time.

Other than the cancellation of the MCIT agreement and departure of Sarah Porter, the Group is not aware of any other events or developments after the financial statement date of 31st December 2025 which would have a material impact on the financial statements. Management is confident that the annual Amsterdam event will be well-attended and still provide the company with a smaller, but still health, positive cash flow.

GOING CONCERN

The directors have assessed going concern, and the group is expected to remain a going concern for at least 12 months from approval. Despite the cancellation of the MCIT contract, net cash balances per the cash flow at the end of the next 12 months are expected to be over £2.6M.

CONCLUSION

Based on the factors described above, management has concluded that ongoing business conditions for the Company are still strong, despite the loss of the MCIT contract, and there will be continued growth and profitability for the Company as the Company assesses and secures future planned event locations for 2027 and beyond.

ON BEHALF OF THE BOARD:

D L Llewellyn - Director

23 September 2026

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

DIVIDENDS

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

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

J C Dawson

D L Llewellyn

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Byrd + Link Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

D L Llewellyn - Director

23 September 2026

Opinion

We have audited the financial statements of Data Leaf Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity 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 group's and of the parent company affairs as at 31 December 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 six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the group and its financial operations we have considered the initial risks of non-compliance with the UK regulators, predominantly HM Revenue and Customs and the Companies Act 2006. We have assessed the impact of any breaches in such laws and regulations, based on the results of audit testing and enquiries made with management, and considered whether any such findings would have a material impact on these financial statements. We have considered the risk of those charged with management overriding internal controls and the opportunity for financial manipulation. We have considered the effect of any accounting estimates included within these accounts and the effect this may have on our audit opinion.

Our audit procedures together with our assessment of risks identified at planning were transparent to the group and we have communicated with the client throughout the audit as well as the audit engagement team, and this includes such matters as fraud and irregularity. The above procedures do however have their limitations as we can only work on a sample of financial transactions. Ultimately it is the responsibility of those charged with management for the prevention and detection of fraud and other irregularities. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at Auditor's Responsibilities for the Audit. This description forms part of our auditor's report.

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.

Nathan Smith ACA (Senior Statutory Auditor)

for and on behalf of Byrd + Link Audit Limited

Honeybourne Place

Jessop Avenue

Cheltenham

Gloucestershire

GL50 3SH

25 September 2026

TURNOVER

8,540,964

2,590,385

Cost of sales

6,169,128

1,634,677

GROSS PROFIT

2,371,836

955,708

Administrative expenses

5,463,223

724,177

OPERATING (LOSS)/PROFIT

5

(3,091,387

)

231,531

Interest receivable and similar income

2,498

889

(3,088,889

)

232,420

Interest payable and similar expenses

6

25,622

1,516

(LOSS)/PROFIT BEFORE TAXATION

(3,114,511

)

230,904

Tax on (loss)/profit

7

(233,710

)

16,370

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(2,880,801

)

214,534

(Loss)/profit attributable to:

Owners of the parent

(2,880,801

)

214,534

(LOSS)/PROFIT FOR THE YEAR

(2,880,801

)

214,534

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,880,801

)

214,534

Total comprehensive income attributable to:

Owners of the parent

(2,880,801

)

214,534

FIXED ASSETS

Intangible assets

9

27,363,306

33,840,917

Tangible assets

10

3,801

800

Investments

11

-

-

27,367,107

33,841,717

CURRENT ASSETS

Debtors

12

1,693,371

883,528

Cash at bank

788,315

2,004,818

2,481,686

2,888,346

CREDITORS

Amounts falling due within one year

13

8,559,446

7,762,145

NET CURRENT LIABILITIES

(6,077,760

)

(4,873,799

)

TOTAL ASSETS LESS CURRENT LIABILITIES

21,289,347

28,967,918

CREDITORS

Amounts falling due after more than one year

14

(963,927

)

(5,527,987

)

PROVISIONS FOR LIABILITIES

16

(1,874,651

)

(2,108,361

)

NET ASSETS

18,450,769

21,331,570

CAPITAL AND RESERVES

Called up share capital

17

1

1

Capital contribution reserve

18

21,117,035

21,117,035

Retained earnings

18

(2,666,267

)

214,534

SHAREHOLDERS' FUNDS

18,450,769

21,331,570

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2026 and were signed on its behalf by:

D L Llewellyn - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

29,217,528

32,983,662

29,217,528

32,983,662

CURRENT ASSETS

Cash at bank

734

-

CREDITORS

Amounts falling due within one year

13

7,137,299

6,366,565

NET CURRENT LIABILITIES

(7,136,565

)

(6,366,565

)

TOTAL ASSETS LESS CURRENT LIABILITIES

22,080,963

26,617,097

CREDITORS

Amounts falling due after more than one year

14

963,927

5,500,061

NET ASSETS

21,117,036

21,117,036

CAPITAL AND RESERVES

Called up share capital

17

1

1

Capital contribution reserve

21,117,035

21,117,035

SHAREHOLDERS' FUNDS

21,117,036

21,117,036

Company's profit for the financial year

-

-

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

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2026 and were signed on its behalf by:

D L Llewellyn - Director

Called up

Capital

share

Retained

contribution

Total

capital

earnings

reserve

equity

£

£

£

£

Changes in equity

Issue of share capital

1

-

-

1

Total comprehensive income

-

214,534

-

214,534

Capital contribution

-

-

21,117,035

21,117,035

Balance at 31 December 2024

1

214,534

21,117,035

21,331,570

Changes in equity

Total comprehensive income

-

(2,880,801

)

-

(2,880,801

)

Balance at 31 December 2025

1

(2,666,267

)

21,117,035

18,450,769

Called up

Capital

share

Retained

contribution

Total

capital

earnings

reserve

equity

£

£

£

£

Changes in equity

Issue of share capital

1

-

-

1

Capital contribution

-

-

21,117,035

21,117,035

Balance at 31 December 2024

1

-

21,117,035

21,117,036

Changes in equity

Balance at 31 December 2025

1

-

21,117,035

21,117,036

1.	STATUTORY INFORMATION

Data Leaf Bidco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

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

Comparative information

The comparative figures relate to the period from 25 October 2024 (date of incorporation and acquisition of the subsidiaries) to 31 December 2024. As the comparative period does not represent a full financial year, the results for the year ended 31 December 2025 are not directly comparable with those of the prior period.

Audit and financial statement exemptions

World Summit AI Limited (Registered in England and Wales No. 10577140) and Inspired Minds Media Limited (Registered in England and Wales No. 09970194) are exempt from audit of individual financial statements under Companies Act 2006 Section 479A due to the parental undertaking (Data Leaf Bidco Limited) guaranteeing all outstanding liabilities to which the subsidiary company is subject to at the end of the financial year.

Financial Reporting Standard 102 - reduced disclosure exemptions

The group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

These disclosures have been made in the accounts of its parent company, Data Leaf Buyer LLC, these consolidated financial statements can be obtained from 251 Little Falls Drive, Wilmington, Denver, 19808, United States of America.

Basis of consolidation

The consolidated financial statements comprise those of the parent company and its subsidiaries (together the "UK Group").

Subsidiaries are all entities over which the UK Group has control. The UK Group controls an entity when the UK Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the UK Group.

The UK Group applies the purchase method to account for business combinations. The consideration transferred from the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the UK Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of the non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in the profit or loss.

The company accounts for its investment in subsidiaries at cost less impairment for the purpose of its separate financial statements.