Bezique July 2026 — Fully Marked Script

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BEZIQUE EVENTS LIMITED - JULY 2026 MOCK EXAM Passing sample script and appendices - unofficial educational material To: The Board of Bezique Events Limited From: Fran Wrigley, Rougvie Chartered Accountants Date: 22 July 2026 Subject: 2026 performance, Future Retail Live 2027 and proposed acquisition of PulsePath Technologies Limited Disclaimer This draft report has been prepared for the Board of Bezique Events Limited using the information provided in the July 2026 mock examination and the assumed Advance Information. It is for internal board use only. The calculations are based on management information and forecasts which have not been audited, and no responsibility is accepted to third parties.

Executive Summary

Executive summary 2026 performance and liquidity Revenue increased by £7.953m, or 12.0%, to £74.0m, but this growth did not translate into better profitability. Gross profit rose by only £1.130m, or 6.7%, and the gross margin fell from 25.7% to 24.4%. Operating profit fell by £456k, or 26.3%, to £1.276m. Excluding the disputed HML fee of £450k, operating profit would be only £826k, so the underlying deterioration is more severe than the draft accounts suggest. FS and HML delivered most of the growth. FS revenue increased by 14.1%, assisted by regulation and AI-themed events, while HML revenue increased by 56.9% because it held three additional events. TTH was weaker, with revenue down 2.3%, visitors down 9.2%, and gross profit down 13.4%, following the loss of experienced managers and sponsor budget reductions. Cash also weakened, falling from £1.736m to £753k, and operating cash generation was only £156k despite accounting profit. The HML performance fee should not be recognised at this stage. The contract requires at least 3,000 qualifying visitors spending 20 minutes or more in designated zones. Although there were 3,180 initial scans, 460 appear to have left within five minutes, giving only 2,720 apparent qualifying visitors before independent attestation. Retaining the fee would be aggressive and is linked to a directors bonus trigger. The proposed change in the dashboard definition without telling exhibitors would be misleading and should not be permitted. Future Retail Live 2027 The proposed event is expected to generate revenue of £1.818m, costs of £1.476m and profit of £342k. It is cash-positive before the event by approximately £237k, which is important given Bezique’s weaker liquidity. Strategically, retail is the preferred fourth sector under Strategy 2030 and the arena supports public transport, renewable energy and neuroinclusive spaces. However, the launch clashes with a major HML event, would require two experienced HML managers, and Bezique has no specialist retail-event team. I recommend proceeding only if key conditions are met: signed sponsorship agreements are obtained, the HML clash is resourced without damaging existing clients, and smart-badge data is limited to anonymised or explicitly consented use. Individual-level shopping and health/accessibility data should not be shared for marketing without clear consent and a legal data protection review. PulsePath acquisition Bezique’s methodology gives a base valuation of approximately £4.17m, calculated as five times average forecast operating profit of £833k. This is below the founders’ asking price of £4.8m. If the recurring annual benefits of £490k are included, the strategic value could be higher, but the £600k integration, cyber-security and consent remediation cost reduces this benefit. A 10% revenue downside would reduce the valuation significantly to about £2.3m on operating profit alone. The acquisition has strong strategic logic because PulsePath’s technology supports smart-badge analytics, AI registration and visitor-route recommendations, which link to Bezique’s recent £950k investment in an AI-enabled platform. However, there are significant red flags: historic health and accessibility data may have been collected under broad consent wording, the recommendation model has not been independently tested for bias, two freelance developers have not signed IP assignments, and one founder privately offered Ivan a paid advisory role. I recommend not paying £4.8m upfront. Bezique should proceed only after due diligence, with a lower upfront payment, earn-out, warranties, indemnities, completed IP assignments and Ivan recused from the decision.

Requirement 1 — Performance, liquidity and HML fee

1. Review of 2026 financial and operating performance and liquidity Revenue and sector performance Bezique’s reported revenue increased from £66.047m to £74.000m, an increase of £7.953m or 12.0%. This is positive headline growth and indicates continuing demand for Bezique’s events. However, the revenue growth is uneven across sectors and includes the disputed HML performance fee of £450k. FS remained the largest sector. Revenue increased by £4.341m, or 14.1%, from £30.759m to £35.100m. The number of FS events increased from 42 to 45 and visitors increased from 54,692 to 58,500. Revenue per event increased from approximately £732k to £780k, suggesting better pricing, sponsorship or exhibitor yields. This is consistent with the new regulation and AI-themed events, which appear to have created a strong commercial theme for financial services clients. TTH is the main weakness. Revenue fell by £631k, or 2.3%, from £27.831m to £27.200m, while gross profit fell by £841k, or 13.4%. Events fell from 43 to 40 and visitors fell by 7,025, or 9.2%. The loss of two experienced managers to Touromaster appears to have caused operational and commercial damage, including the loss of three events and weaker sponsorship budgets. Free tickets issued at four events may have protected visitor volumes but probably diluted yield and margin. HML delivered the strongest growth. Revenue rose by £4.243m, or 56.9%, from £7.457m to £11.700m. Events increased from 12 to 15 and visitors increased by 6,749, or 36.0%. The second international biotech expo at London West Centre appears to have expanded HML’s profile. However, HML also incurred high production costs because of immersive technology and instantaneous translation, so the quality of this growth needs close review. Gross profit and operating profit Gross profit increased from £16.946m to £18.076m, but the gross margin fell from 25.7% to 24.4%. Cost of sales increased by 13.9%, which is faster than revenue growth of 12.0%. This indicates that additional revenue is being generated at a lower margin or that production and event delivery costs are rising faster than Bezique can pass on to customers. The sector margins show the problem clearly. FS and HML both delivered a gross margin of 27.0% in 2026, compared with 27.9% in 2025. TTH’s gross margin fell from 22.6% to 20.0%, reflecting weaker sponsorship, free tickets and disruption from the loss of managers. This suggests that management should prioritise TTH recovery and margin discipline rather than simply seeking more events. Administrative expenses increased by £1.586m, or 10.4%, which is broadly in line with growth but still absorbed most of the gross profit improvement. Operating profit fell from £1.732m to £1.276m, and operating margin fell from 2.6% to 1.7%. This is a low margin for a business facing event delivery risk, technology investment risk and growing receivables. Liquidity and working capital Liquidity has weakened materially. Cash fell by £983k from £1.736m to £753k. Net cash generated from operations was only £156k, much lower than operating profit, and software and PPE purchases increased to £950k. This investment may be strategically necessary, particularly the AI-enabled booking and personalisation platform, but it reduces short-term headroom. Trade receivables increased by £1.831m, or 35.1%, to £7.050m. This is much faster than revenue growth. The explanation that several exhibitors paid only 30% upfront rather than the usual minimum of 50% is concerning. It improves sales conversion but transfers credit risk and cash strain to Bezique. Deferred income increased only £164k, or 3.8%, so advance cash receipts have not kept pace with activity. Disputed HML fee and ethics The £450k HML fee should be removed from revenue or deferred until independent attestation confirms that the contractual condition has been met. The apparent qualifying count is 2,720, calculated as 3,180 initial scans less 460 visitors who appear to have left within five minutes. This is below the 3,000 threshold. The fee is contingent on dwell time, not simply registration or scanning. There is a clear ethical issue. Rebecca’s preference to retain the fee is linked to the fact that operating profit above £1.2m triggers a directors bonus. Without the fee, operating profit would be £826k, below the bonus threshold. This creates a self-interest threat and a risk of management bias. The marketing manager’s suggestion to redefine a 20-minute visitor as a registered zone visitor without telling exhibitors would lack integrity and could damage trust with HML customers. Recommendations for R1 Remove or defer the £450k HML performance fee until independent dwell-time attestation is complete. Disclose the bonus-related judgement to the audit committee or non-conflicted board members and ensure Rebecca and other bonus beneficiaries do not decide the revenue treatment alone. Do not amend the dashboard definition retrospectively. If definitions need changing, agree them transparently with exhibitors before future events. Restore the normal minimum 50% upfront policy unless credit approval is obtained, and monitor aged receivables weekly until cash headroom improves. Prioritise TTH retention actions, including retention of key managers, sponsor recovery plans and review of free-ticket policy. Post-investment reviews should be performed on the AI-enabled booking platform to confirm whether it improves conversion, visitor experience and margin.

Requirement 2 — Future Retail Live 2027

2. Future Retail Live 2027 Expected financial return The base case shows revenue of £1.818m and costs of £1.476m, giving expected profit of £342k and a profit margin of 18.8%. This is attractive relative to Bezique’s 2026 operating profit of £1.276m. One successful event would contribute approximately 26.8% of current operating profit, before considering any opportunity cost or disruption to other events. The main revenue stream is exhibitor space of £1.200m. Other revenues are stand build £96k, data and advertising £112k, sponsorship £190k and visitor admissions £220k. The main costs are venue/logistics £690k, production and technology £260k, staffing £210k and marketing £180k. Catering is variable at £72k based on 4,000 paid visitors. Cash flow profile The cash profile is favourable. Pre-event receipts are expected to be £975k, made up of 50% of exhibitor, service and sponsor fees plus 80% of ticket revenue. Pre-event supplier payments are £738k, equal to 50% of total costs. Therefore the event is expected to generate approximately £237k of positive cash before the event and a further £105k afterwards. This is important because Bezique’s cash balance has fallen to £753k. Strategic and operational evaluation Strategically, the event is attractive because retail is Bezique’s preferred fourth sector under Strategy 2030. Retail technology, sustainable stores, payments, logistics and customer experience fit with current trends and could diversify Bezique away from dependence on FS, TTH and HML. The low-carbon arena, public transport links and neuroinclusive spaces also fit with an inclusive and sustainable brand positioning. However, the operational risks are significant. The event clashes with a major HML exhibition and requires two experienced HML managers. HML is currently a growth sector and is also dealing with high production complexity. Diverting managers may damage HML client service or reduce delivery quality. Bezique has no specialist retail-event experience, so it should not assume that FS or HML expertise will transfer automatically. Assumptions and sensitivity The base case is sensitive to sponsorship and exhibitor demand. The two headline sponsors have expressed interest but have not signed. If one headline sponsor is lost, profit falls by £50k to £292k. If both are lost, profit falls to £242k. The event would still be profitable, but the commercial case would be weaker and the reputational impact of a smaller sponsor base may affect exhibitor confidence. A 10% reduction in exhibitors would reduce profit by approximately £134k, because exhibitor space, stand build and data/advertising revenues would fall. Profit would reduce to about £208k. This remains positive, but it shows that the event needs strong sales execution. Lower visitor numbers are less dangerous financially because admissions have a contribution of £37 per visitor after catering, but low attendance would damage exhibitor satisfaction and future renewal prospects. Assessment tool conclusion Applying Bezique’s likely assessment criteria, the event scores well for strategic fit and sustainability credentials, moderately for financial return and cash profile, but weakly for operational readiness and data-trust risk. Overall, this is a conditional proceed rather than an unconditional approval. Data, ethics and business trust The association’s request for anonymised smart-badge data may be acceptable if the anonymisation is robust and clearly communicated. However, requests from retailers for individual-level shopping and health-related accessibility data for marketing are high risk. Health and accessibility information is sensitive. Using it for marketing without specific, informed consent could breach data protection expectations and undermine trust, especially as the arena is promoted as neuroinclusive. Recommendations for R2 Proceed only after signed commitments are obtained from both headline sponsors or after revising the budget for a lower sponsorship case. Appoint a dedicated retail project lead and avoid weakening the major HML exhibition. If HML managers are needed, backfill them with named experienced staff rather than general agency support. Cap individual-level data use. Share only anonymised smart-badge analytics unless explicit consent is obtained for a clearly defined purpose. Set minimum go/no-go thresholds: for example, signed space for at least 36 exhibitors, signed sponsorship of at least £140k and a confirmed staffing plan before final venue commitment. Use the event as a pilot for the Strategy 2030 retail sector, with post-event KPIs covering profit, exhibitor renewal intention, visitor satisfaction, data complaints and sponsor renewal.

Requirement 3 — PulsePath acquisition

3. Proposed acquisition of PulsePath Technologies Limited Valuation and downside Using Bezique’s methodology, PulsePath is valued at approximately £4.17m, calculated as five times the average forecast operating profit for 2027-2029. Average operating profit is £833k, based on £270k in 2027, £830k in 2028 and £1.400m in 2029. This is below the founders’ asking price of £4.8m by approximately £633k. If recurring annual benefits are included, the strategic value improves. Bezique expects £250k annual software savings and £240k annual cross-selling contribution, or £490k per year. Adding this to average operating profit gives an adjusted average benefit of £1.323m and a gross strategic valuation of £6.62m. However, this ignores the £600k integration, cyber-security remediation and consent cost, and it assumes the benefits are achieved without disrupting the existing business. The downside case is material. If revenue is 10% below forecast and cloud costs vary directly with revenue while other costs remain fixed, operating profit would be approximately breakeven in 2027, £462k in 2028 and £920k in 2029. Average operating profit would fall to about £460k, giving a valuation of only £2.30m before synergies. This demonstrates that the £4.8m price is not justified as a fixed upfront amount. Forecast evaluation The forecasts are ambitious. Revenue grew from £2.3m in 2026 to a forecast £3.4m in 2027, a 48% increase, despite the business making a £0.2m operating loss in 2026. Growth then remains high at 35% and 30%. This may be possible in event technology, especially with AI-enabled analytics, but it requires strong execution, customer retention and confidence in the technology. Costs also require challenge. Cloud and licence costs are 20% of revenue, which appears internally consistent. Staff, development and other operating costs increase more slowly than revenue, which creates the forecast operating leverage. Management should test whether this is realistic, particularly because AI products often require continuing development, model monitoring, security work and customer support. Strategic and operational evaluation Strategically, PulsePath fits Bezique’s direction. It offers AI-powered registration, visitor-route recommendations, smart-badge analytics and exhibitor lead-scoring. These capabilities could strengthen Bezique’s event proposition, support the new AI-enabled booking and personalisation platform and improve exhibitor return on investment. It could also reduce dependence on third-party software. Operationally, integration risk is high. Bezique is an events business, while PulsePath is a technology company with cloud, cyber-security, data science and software development risks. The founders will remain for only 12 months, which may be too short for knowledge transfer. Bezique should require longer retention arrangements for key technical staff and a detailed integration plan. Ethical, legal and business-trust issues The data issues are the most serious. Historic visitor records include health and accessibility data collected under broad consent wording. This creates legal, ethical and reputational risk, particularly because Bezique’s events may involve visitors who reasonably expect accessibility information to be used for support, not marketing or profiling. Fresh consent and data minimisation should be conditions of completion. The recommendation model has not been independently tested for bias. This could result in unfair routing, unequal exhibitor lead allocation or poor visitor experience. Before acquisition, Bezique should obtain an independent AI assurance review covering bias, explainability, security and governance. The IP issue is also critical. Two freelance developers have not signed formal IP assignments. If PulsePath does not own all software code, Bezique may not acquire the asset it expects. This should be a completion condition, backed by warranties and indemnities. Ivan’s potential paid advisory role creates a conflict of interest. Although he has informed Rebecca, the full board should be informed and Ivan should be excluded from negotiations and approval. This protects the integrity of the decision and avoids the perception that management recommendation is influenced by personal benefit. Recommendations for R3 Do not pay £4.8m upfront. Offer a lower initial consideration, for example no more than the base valuation of £4.17m, with the balance payable only through an earn-out tied to revenue, operating profit, retention of clients and successful integration. Make completion conditional on signed IP assignments from all freelance developers and legal confirmation that PulsePath owns the software code. Require a data protection remediation plan, fresh consent where required, deletion or segregation of sensitive historic data, and independent assurance over the AI recommendation model. Require the founders and key technical staff to remain for longer than 12 months, with retention incentives linked to integration milestones. Ivan should declare the advisory-role offer to the full board and recuse himself from valuation, negotiation and approval. Use warranties, indemnities and escrow/holdback for cyber, data, IP and forecast-related risks. Overall conclusion Bezique is growing but profitability, liquidity and governance discipline are under pressure. The Board should correct the 2026 HML revenue treatment, tighten working capital controls and address TTH weakness. Future Retail Live should proceed only as a controlled pilot with signed sponsorship, clear staffing and strong data governance. PulsePath is strategically attractive, but the acquisition should be structured to protect Bezique from forecast, data, IP and conflict-of-interest risks.

Appendices and workings

Appendix 1 - R1 calculations Metric 2026 2025 Movement Comment Revenue 74,000 66,047 +7,953 / +12.0% Growth led by FS and HML Cost of sales 55,924 49,101 +6,823 / +13.9% Costs grew faster than revenue Gross profit 18,076 16,946 +1,130 / +6.7% GP margin fell Gross margin 24.4% 25.7% -1.2pp Lower delivery efficiency/mix Administrative expenses 16,800 15,214 +1,586 / +10.4% Absorbed most GP growth Operating profit 1,276 1,732 -456 / -26.3% Margin fell to 1.7% Cash 753 1,736 -983 / -56.6% Liquidity weaker Trade receivables 7,050 5,219 +1,831 / +35.1% 30% upfront terms strain cash Sector Revenue movement GP movement 2026 GP margin Operating comment FS +4,341 / +14.1% +893 / +10.4% 27.0% Regulation and AI themes supported demand TTH -631 / -2.3% -841 / -13.4% 20.0% Loss of managers, weaker sponsors, free tickets HML +4,243 / +56.9% +1,078 / +51.8% 27.0% More events and biotech expo, but high technology costs Appendix 2 - Future Retail Live calculations Revenue / cost item Calculation £000 Exhibitor space 40 x 50m2 x £600 1,200 Stand build revenue 40% x 40 x £6,000 96 Data and advertising 70% x 40 x £4,000 112 Sponsorship 2 x £50k + 6 x £15k 190 Visitor admissions 4,000 x £55 220 Total revenue 1,818 Venue and logistics (690) Catering 4,000 x £18 (72) Production and technology (260) Stand build cost 16 x £4,000 (64) Staffing (210) Marketing (180) Total costs (1,476) Expected profit 342 Cash timing £000 Pre-event receipts: 50% exhibitor/service/sponsor + 80% ticket revenue 975 Pre-event supplier payments: 50% total costs (738) Net pre-event cash inflow 237 Post-event receipts 843 Post-event supplier payments (738) Net post-event cash inflow 105 Total expected profit / cash surplus 342 Appendix 3 - PulsePath valuation Valuation item Calculation £000 Average forecast operating profit (270 + 830 + 1,400) / 3 833 Base valuation 833 x 5 4,167 Founders asking price 4,800 Premium over base valuation 633 Annual strategic benefits Software savings 250 + cross-selling 240 490 Adjusted average benefit before integration 833 + 490 1,323 Gross strategic valuation 1,323 x 5 6,617 Initial integration / cyber / consent cost (600) Downside case 2027 2028 2029 Revenue 10% below forecast 3,060 4,140 5,400 Cloud costs at 20% revenue (612) (828) (1,080) Staff (1,450) (1,750) (2,100) Development (550) (550) (600) Other operating costs (450) (550) (700) Operating profit / (loss) (2) 462 920

ES / 13

R1 / 29

R2 / 29

R3 / 29

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