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Registered number: 06501933
CLARION UK MIDCO LIMITED
UNAUDITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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CLARION UK MIDCO LIMITED
COMPANY INFORMATION
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69 - 79 Fulham High Street
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CLARION UK MIDCO LIMITED
CONTENTS
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Directors' Responsibilities Statement
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Statement of Financial Position
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Notes to the Financial Statements
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CLARION UK MIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The directors present their report and the financial statements for the year ended 31 January 2026.
Principal activities and business review
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The company was dormant throughout the year ended 31 January 2026 and the preceding financial year. The directors do not expect the company to trade in the foreseeable future.
The directors do not recommend the payment of a dividend (2025 - £NIL).
The directors who served during the year were:
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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CLARION UK MIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2026
The directors are responsible for preparing the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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 to 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
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CLARION UK MIDCO LIMITED
REGISTERED NUMBER: 06501933
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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CLARION UK MIDCO LIMITED
REGISTERED NUMBER: 06501933
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JANUARY 2026
The members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The Company was entitled to exemption from audit under section 480 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 5 to 18 form part of these financial statements.
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Clarion UK Midco Limited (the company) is a company limited by shares and is a private limited company incorporated and domiciled in England. The address of its registered office is Bedford House, 69-79 Fulham High Street, London, SW6 3JW.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
This information is included in the consolidated financial statements of Comet Midco Limited as at 31 January 2026 and these financial statements may be obtained from Bedford House, 69-79 Fulham High Street, London, United Kingdom SW6 3JW.
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. The directors have considered the company’s financial position, cash flows, and forecasts, and have no reason to believe that the company will not continue in operational existence for the foreseeable future.
Investments in subsidiaries are measured at cost less accumulated impairment.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
All of the Company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
Impairment of financial assets
The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
Fair value through profit or loss
Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
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Impairment of non-financial assets
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For non-financial assets, the company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying value of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Impairment losses of continuing operations are recognised in the income statement.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement.
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the company’s financial statements requires management to make judgements, estimates and assumptions that could have a material impact on the financial statements and to make judgements in the process of applying its accounting policies.
Estimates and assumptions applied by management are based on information available, historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances. Matters involving the most significant judgements, estimates and assumptions are outlined below.
Impairment of non-financial assets
The assessment of the recoverable amount of assets or CGUs involves management’s estimate of a number of key assumptions relating to the inputs, including those used to derive the expected future cashflows, such as future capital expenditure, discount rates, long-term growth rates and tax rates. In addition, management’s judgement of short-term growth rates was required when considering the speed of recovery of each CGU subsequent to COVID-19 and the impact of this on future cashflows. These assumptions are disclosed in note 12 of the consolidated financial statements of Comet Bidco Limited.
Impairment of amounts owed by group undertakings and intercompany loans receivable
ECLs relating to amounts owed by group undertakings and intercompany loans receivable are a probability-weighted estimate of credit losses and are calculated on future cash generation by the borrower, external market and other economic factors.
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
During the financial year and the preceding financial year, the company did not engage in any trading activities, so no revenue or expenses were recognised. Consequently, during those years, the company neither made a profit nor a loss, and there was no other comprehensive income or expense.
Accordingly, no income statement nor a statement of comprehensive income has been presented.
None of the directors received any remuneration during the financial year in respect of their services as directors of the company (2025 - £NIL). The company had no employees during the year (2025 - NIL).
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Investments in subsidiary companies
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Refer to note 11 for details of subsidiary undertakings.
The carrying amounts of the company’s investments in subsidiary undertakings are reviewed annually to determine if there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. The recoverable amounts of assets are the greater of their fair value less the costs of disposal and their value in use. In assessing the value in use, the estimated future cashflows are discounted to their present values using appropriate pre-tax discount rates. Impairment losses are recognised when the carrying amount of an asset exceeds its estimated recoverable amount with impairment losses being recognised in operating expenses in the income statement.
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Amounts owed by group undertakings
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Intercompany loans receivable
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Amounts owed by group undertakings and intercompany loans receivable are unsecured, non-interest bearing and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Intercompany loans payable
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Amounts owed to group undertakings and intercompany loans payable are unsecured, non-interest bearing and repayable on demand.
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Authorised, allotted, called up and fully paid
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102,514,170 (2025 - 102,514,170) Ordinary shares shares of £1.00 each
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4,200,000 (2025 - 4,200,000) Ordinary shares shares of $1.00 each
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
The company’s immediate parent company is Clarion UK Holdco Limited. The company’s ultimate parent undertaking and controlling party is The Blackstone Group Inc., a company incorporated in Delaware, USA and listed on the New York Stock Exchange.
The consolidated accounts of Comet Midco Limited are the highest level consolidation in which the company is included. Accounts are available at Bedford House, 69-79 Fulham High Street, London, United Kingdom SW6 3JW.
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
The following were subsidiary undertakings of the Company:
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100% wholly owned companies – organisation of exhibitions and shows
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Affiliate Summit Corporation
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820 Bear Tavern Road, West Trenton, New Jersey, 08628
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Clarion Defence and Security Limited
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Vintage House, 36 - 37 Albert Embankment, London, England, SE1 7TL
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Clarion Defence Digital Limited
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Vintage House, 36 - 37 Albert Embankment, London, England, SE1 7TL
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Clarion Defence (UK)
Limited
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Vintage House, 36 - 37 Albert Embankment, London, England, SE1 7TL
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110 South Hartford Avenue, Suite 200, Tulsa, Oklahoma, 74120
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Level 20, Marunouchi Trust Tower, Main1-8-3 Marunouchi, Chiyoda-ku, Tokyo, 100-0005
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Clarion Events Limited (South Africa branch)
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2nd Floor, North Wing, Great Westerford, 240 Main Road,Rondebosch, Cape Town, 7700
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7011 Marat, 4396 Hiteen District, 13513 Riyadh
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#20-02/03, 78 Shenton Way, 079120
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Clarion Events Shanghai Limited
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Room 3203A, Building 32, 707 Zhangyang Road, Pudong Xinqu,Shanghai
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289 S. Culver Street, Lawrenceville, Georgia, 30046
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Springweg 157, 3511VN Utrecht
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Digital Insurance Agenda Europe B.V.
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Springweg 157, 3511VN Utrecht
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iGaming Business North America, Inc.
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1209 Orange Street, Wilmington, Delaware, 19801
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#11-15/16, 60 Paya Lebar Road, Paya Lebar Square, 409051
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289 S. Culver Street, Lawrenceville, Georgia, 30046
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1209 Orange Street, Wilmington, Delaware, 19801
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1209 Orange Street, Wilmington, Delaware, 19801
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1209 Orange Street, Wilmington, Delaware, 19801
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
100 (continued)
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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6 Research Drive Shelton, CT 06484
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6 Research Drive Shelton, CT 06484
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Traffice & Conversion Summit, LLC
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1209 Orange Street, Wilmington, Delaware, 19801
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Tempelhofer Ufer 36, 10963, Berlin
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1209 Orange Street, Wilmington, Delaware, 19801
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Bisonspoor 3002 C601, 3605 LT, Maarssen
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100% wholly owned companies – organisation of conferences
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bisonpoor 6000, 3605 LT, Maarssen
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Bisonpoor 6000, 3605 LT, Maarssen
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100% wholly owned companies – organisation of lead generation
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6 Research Drive, Suite 350, Shelton, Connecticut, 06484
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100% wholly owned companies – publishing company
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Clarion Digital Media Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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100% wholly owned companies – investing companies
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Clarion Conferences Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Clarion Events Germany Venture I GmbH
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Charlottenstr. 4, 10969 Berlin
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Clarion Events Group US Inc
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c/o Intertrust Corporate Services Delaware Ltd., 200 Bellevue Parkway, Suite 210, New Castle County, Wilmington, Delaware 19809
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Clarion Events Holdings Inc.
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1209 Orange Street, Wilmington, Delaware, 19801
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Clarion Events North America Inc.
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289 S. Culver Street, Lawrenceville, Georgia, 30046
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Clarion Events USA Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Clarion Fuarcilik Danismanlik Ltd STI
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Maslak Mah. Eski Büyükdere Cad. No:9/78 Oda:9-GK Iz Plaza Giz Giris Kat Sariyer, Istanbul
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Clarion UK Venture I Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Clarion UK Venture II Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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311 S Division St., Carson City, Nevada, 89703
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100% wholly owned companies - dormant companies
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Amusement Trades Exhibitions Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Clarion Acquisition Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Clarion Events Birmingham Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
100% wholly owned companies - dormant companies (continued)
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Clarion Events Group Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Clarion Events Holding Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Clarion Events Publications and Promotions Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Vintage House, 36 - 37 Albert Embankment, London, England, SE1 7TL
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Exhibit Freight Solutions, LLC
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289 S. Culver Street, Lawrenceville, Georgia, 30046
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Frieght Transport Logistics Expo Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Furniture & Gift Fairs Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Internet Retailing Events Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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January Furniture Show Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Lift Event Management LLC
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3753 Howard Hughes Parkway, Las Vegas, Nevada, 89169
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Pennwell International Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Revo Media Partners Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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701 S. Carson Street, Suite 200, Carson City, Nevada, 89701
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The Energy Exchange Limited
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
100% wholly owned companies - dormant companies (continued)
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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Partly owned companies (50% or more) - dormant entities
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Gift Ventures, LLC (61.1%)
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2016 Goldleaf Parkway, Canton, Georgia, 30114
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Diamond Connect, S.L (75.05%)
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Springweg 157, 3511VN Utrecht
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Partly owned companies (50% or more) - organisation of exhibitions and shows
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1209 Orange Street, Wilmington, Delaware, 19801
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4915 St. Elmo Street, Suite 500, Bethesda, Maryland, 20814
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Consero Group UK Limited (80%)
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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#20-02/03, 78 Shenton Way, 079120
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PT Adhouse Clarion Events (70%)
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Menara MTH, 9th Floor, Sebelah Barat, JI. MT Haryono Kav.23, Jakarta Selatan
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Independent Grocers Show Management, LLC (70%)
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1209 Orange Street, Wilmington, Delaware, 19801
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International Training Equipment Conference Limited (90%)
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Bedford House, 69-79 Fulham High Street, London, SW6 3JW
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1209 Orange Street, Wilmington, Delaware, 19801
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CLARION UK MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Share in joint venture or associate (20-50%) - organisation of exhibitions and shows
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The Halloween and Party Show, LLC (45%)
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289 S. Culver Street, Lawrenceville, Georgia, 30046
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IFA Management GmbH (50.1%)
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Charlottenstr, 10969 Berlin
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