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Registered number: 10640672









AGENT PROVOCATEUR LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 28 APRIL 2024

 
AGENT PROVOCATEUR LIMITED
 
 
COMPANY INFORMATION


Directors
B C Banks 
C A Williams 




Registered number
10640672



Registered office
6-10 Market Road

London

England

N7 9PW




Independent auditors
Hillier Hopkins LLP
Chartered Accountants & Statutory Auditor

Ground Floor

45 Pall Mall

London

SW1Y 5JG





 
AGENT PROVOCATEUR LIMITED
 

CONTENTS



Page
Strategic Report
 
 
1 - 2
Directors' Report
 
 
3 - 4
Independent Auditors' Report
 
 
5 - 9
Statement of Comprehensive Income
 
 
10
Balance Sheet
 
 
11 - 12
Statement of Changes in Equity
 
 
13
Notes to the Financial Statements
 
 
14 - 30


 
AGENT PROVOCATEUR LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 28 APRIL 2024

Introduction
 
The directors present the strategic report for the period ended 28 April 2024

Business review
 
The company manages and distributes the Agent Provocateur lingerie brand, overseeing the brand's central operations, retail stores across multiple territories (through subsidiary companies), e-commerce, wholesale, and franchise operations.
Despite the challenging global economic climate, including inflationary pressures, increased cost of living, and other non-financial factors across some geographical markets, the UK market revenue grew by 18% to £15.8 million in this period, compared to £13.4 million in the prior period.
The company’s total revenue decreased by 17% to £30.1 million, down from £36.5 million in the prior period. This decline reflects lower demand through digital channels and reduced wholesale orders due to the current challenges in the retail markets, however, this was offset by an increase in retail and franchise operations across all markets.
With focus on greater stock control and maximizing opportunities resulted in an improved gross profit margin of 50.8%, compared to 43.2% in the previous period.

Principal risks and uncertainties
 
The following are seen as key risks and uncertainties to the group:
Changes in the global economic and luxury retail environment.
Impact of changes in cross border trading, in particular impact of changes between the EU & UKand US & UK. This is partially mitigated by the use of logistics partners & facilities in those territories
Foreign exchange movements, due to e-commerce sales and stock supplies being in foreigncurrencies. It is thought that the risk is mitigated to a large extent as a result of natural hedging arising from currency income from non-UK operations being set off against overseas stockpurchases transacted in non-GBP currencies.


Financial key performance indicators
 
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Page 1

 
AGENT PROVOCATEUR LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

Other key performance indicators
 
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Controls are in place to monitor turnover & KPls on an ongoing basis. These KPls are standard measures reflecting the overall financial and non-financial performance of the business and accordingly management considers these appropriate to monitor and report at board level.
Development and performance
The company aims to boost its sales through 2024/2025 by launching exceptional collections, while simultaneously maintaining strict cost control measures.
Position of the company at the period end
The directors believe that the company is well positioned to continue to deal with the ongoing uncertain climate and take advantage of opportunities as they arise.


This report was approved by the board and signed on its behalf.



B C Banks
Director

Date: 30 January 2025

Page 2

 
AGENT PROVOCATEUR LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 28 APRIL 2024

The directors present their report and the financial statements for the period ended 28 April 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, 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 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the period, after taxation, amounted to £1,569,194 (2023 - loss £48,717).

No dividends were declared in the year (2023 - £nil).

Directors

The directors who served during the period were:

B C Banks 
C A Williams 

Future developments

The Strategic Report includes details of the company's future developments.

Page 3

 
AGENT PROVOCATEUR LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 28 APRIL 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsHillier Hopkins LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





B C Banks
Director

Date: 30 January 2025

Page 4

 
AGENT PROVOCATEUR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGENT PROVOCATEUR LIMITED
 

Qualified opinion


We have audited the financial statements of Agent Provocateur Limited (the 'Company') for the period ended 28 April 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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).


Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 28 April 2024 and of its loss for the period 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 qualified opinion


It has not been possible to obtain sufficient audit evidence in respect of the quantities of stock held at the US warehouse as at 30 April 2023 so as to enable us to form an opinion as to the disclosure of the comparative amount of total stocks in these financial statements. A suitable stock-count was not undertaken at that date as detailed in the audit opinion of the prior year financial statements.
Whilst we are satisfied that the company has reliable stock processes in place at this site, we have not been able  to conclude that this specific stock is free from material misstatement. If there is a material error in the amount included in respect of stocks at 30 April 2023, this would have a corresponding effect on the amount included in the Statement of Comprehensive income under Cost of Sales, and reported gross profit percentage within the Strategic Report.
At the 30 April 2023, the amount of stock deemed to be held at this warehouse, less specific and general provisions, amounted to £2,016,468. As disclosed in the prior year audit report, the work performed allows us to conclude that a significant amount of this stock checked did in fact exist and we have been able to conclude that there is a limit to the amount of stock that could be excluded from the year end figure. However, we have not been able to to reduce this level of uncertainty to below materiality for this entity.
We have been able to complete our stock testing work satisfactorily in all other respects other than as relates to existence and completeness as at 30 April 2023 in this specific location. Our opinion is not qualified in respect of stock held at this location at 28 April 2024, nor in any other respect except as set out above.
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 United Kingdom, including the Financial Reporting Council'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 qualified opinion.


Page 5

 
AGENT PROVOCATEUR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGENT PROVOCATEUR LIMITED (CONTINUED)


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 Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Page 6

 
AGENT PROVOCATEUR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGENT PROVOCATEUR LIMITED (CONTINUED)


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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 3, 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 is 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 an Auditors' Report 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. 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:

assess the nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management;

the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management, about their own identification and assessment of the risks of irregularities;
Page 7

 
AGENT PROVOCATEUR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGENT PROVOCATEUR LIMITED (CONTINUED)


any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to:
°identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
°the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;

the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. 
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006, and relevant tax legislation.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


Page 8

 
AGENT PROVOCATEUR LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AGENT PROVOCATEUR LIMITED (CONTINUED)


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 2006Our 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 an Auditors' Report 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 Franks FCA (Senior Statutory Auditor)
  
for and on behalf of
Hillier Hopkins LLP
 
Chartered Accountants
Statutory Auditor
  
Ground Floor
45 Pall Mall
London
SW1Y 5JG

30 January 2025
Page 9

 
AGENT PROVOCATEUR LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 28 APRIL 2024

2024
2023
Note
£
£

  

Turnover
 4 
30,196,071
36,451,411

Cost of sales
  
(14,850,507)
(20,709,177)

Gross profit
  
15,345,564
15,742,234

Administrative expenses
  
(13,879,103)
(15,157,231)

Exceptional administrative expenses
 11 
622,669
2,848,089

Operating profit
  
2,089,130
3,433,092

(Provisions) / reversal of provisions against amounts owed from group undertakings
  
1,125,633
16,709

Interest receivable and similar income
 8 
10,293
4,201

Interest payable and similar expenses
 9 
(5,220,850)
(3,502,719)

Loss before taxation
  
(1,995,794)
(48,717)

Tax on loss
 10 
426,600
-

Loss for the financial period
  
(1,569,194)
(48,717)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 30 form part of these financial statements.

Page 10

 
AGENT PROVOCATEUR LIMITED
REGISTERED NUMBER: 10640672

BALANCE SHEET
AS AT 28 APRIL 2024

28 April
30 April
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
501,197
295,052

Investments
 13 
100
100

  
501,297
295,152

Current assets
  

Stocks
 14 
9,251,319
10,979,333

Debtors: amounts falling due within one year
 15 
4,516,648
5,064,684

Cash at bank and in hand
 16 
1,778,852
2,059,909

  
15,546,819
18,103,926

Creditors: amounts falling due within one year
  
(12,662,255)
(11,407,495)

Net current assets
  
 
 
2,884,564
 
 
6,696,431

Total assets less current liabilities
  
3,385,861
6,991,583

Creditors: amounts falling due after more than one year
 18 
(66,599,118)
(68,033,219)

Provisions for liabilities
  

Other provisions
 20 
(539,183)
(1,141,610)

Net liabilities
  
(63,752,440)
(62,183,246)


Capital and reserves
  

Called up share capital 
 21 
100
100

Profit and loss account
 22 
(63,752,540)
(62,183,346)

  
(63,752,440)
(62,183,246)


Page 11

 
AGENT PROVOCATEUR LIMITED
REGISTERED NUMBER: 10640672
    
BALANCE SHEET (CONTINUED)
AS AT 28 APRIL 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




B C Banks
Director

Date: 30 January 2025

The notes on pages 14 to 30 form part of these financial statements.

Page 12

 
AGENT PROVOCATEUR LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 28 APRIL 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 May 2022
100
(62,134,629)
(62,134,529)


Comprehensive income for the year

Loss for the year
-
(48,717)
(48,717)
Total comprehensive income for the year
-
(48,717)
(48,717)



At 1 May 2023
100
(62,183,346)
(62,183,246)


Comprehensive income for the period

Loss for the period
-
(1,569,194)
(1,569,194)
Total comprehensive income for the period
-
(1,569,194)
(1,569,194)


At 28 April 2024
100
(63,752,540)
(63,752,440)


The notes on pages 14 to 30 form part of these financial statements.

Page 13

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

1.


General information

Agent Provocateur Limited is a private company limited by shares, incorporated in England and Wales. The registered office is 6-10 Market Road, London, England, N7 9PW.
The financial statements are presented in pound sterling which is the functional currency of the company and rounded to the nearest pound.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 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).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Four (Holdings) Limited as at 28 April 2024 and these financial statements may be obtained from its registered office: 6-10 Market Road, London, England, N7 9PW.

Page 14

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.3

Going concern

The company made a loss of £1,569,194 (2023 - £48,717) for the period ended 28 April 2024 and the company had a net deficit position of £63,752,440 (2023 - £62,183,246) at the balance sheet date. The accounts have been prepared on the going concern basis as the directors have confirmed that working capital will continue to be made available as and when required to enable the company to meet its liabilities as they fall due. In addition, it has been informally agreed within the group that the amount due to other group companies, which amounted to £77,302,864 at the balance sheet date will not be repaid without first ensuring that this will not be detrimental to the company's ability to continue as a going concern.
The financial statements do not include any adjustments which would be required should ongoing financial support be withdrawn. The company expects to return to a cash generative position within a reasonable timeframe.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is recognised at the fair value of the consideration received or receivable and represents amounts receivable for lingerie and accessories provided in the normal course of business net of trade discounts, VAT and other sales related taxes.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. 
For retail sales this is when the goods are paid for in the shop, for franchise, ecommerce and wholesale sales, this is usually on dispatch of the goods. 

Page 15

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 16

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.12

Tangible fixed assets

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

Page 17

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

Fixtures and fittings
-
5 years straight line
Computer equipment
-
5 years straight line

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

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

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 18

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying
Page 19

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)

amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 20

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting principles requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that the critical accounting policies where judgments or estimations are necessarily applied are summarised below.
Onerous lease provision
An onerous lease provision has been included in the accounts based upon the management's assessment of whether the unavoidable costs of meeting the obligation under the lease contract exceeds the economic benefits expected to be received under it. There is currently no definitive research confirming whether a physical store contributes to ecommerce sales by way of marketing and brand awareness. For the consideration of this provision, it has been assumed that any connection is immaterial and consequently retail units have been considered as stand alone units.
Provision for stock
The Company applies a general provision consistently to its stocks in respect of both obsolescence and shrinkage, based on the directors' experience of the net realisable value of stocks over the previous years. The directors review this provision periodically in the light of any evidence of change.
Provision for trade debtors
The Company applies a general provision consistently to its trade debtors after accounting for specific bad debts, based on the directors' experience of trade debtor recovery over the previous years. The directors review this provision periodically in the light of any evidence of change.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Sale of goods
30,196,071
36,451,411

30,196,071
36,451,411


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
15,814,700
13,441,169

Rest of Europe
6,382,384
10,536,137

Rest of the world
7,998,987
12,474,105

30,196,071
36,451,411


Page 21

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
142,314
226,417

Other operating lease rentals
2,246,531
2,258,626


6.


Auditors' remuneration

During the period, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
40,000
63,000


7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
5,344,482
5,477,499

Social security costs
425,307
446,584

Cost of defined contribution scheme
102,261
96,081

5,872,050
6,020,164


The average monthly number of employees, including the directors, during the period was as follows:


        2024
        2023
            No.
            No.







Sales
24
28



Admin
51
59

75
87

Page 22

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

8.


Interest receivable

2024
2023
£
£


Other interest receivable
10,293
4,201

10,293
4,201


9.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
5,220,850
3,502,719

5,220,850
3,502,719


10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
600
-


Total current tax
600
-

Deferred tax


Origination and reversal of timing differences
(427,200)
-

Total deferred tax
(427,200)
-


Tax on loss
(426,600)
-
Page 23

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024
 
10.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,995,794)
(48,717)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(498,949)
(9,256)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,932
16,912

Capital allowances for period/year in excess of depreciation
(128,726)
(20,722)

Other timing differences leading to an increase (decrease) in taxation
(13,221)
-

Group relief
1,065,973
(169,543)

Non trade loan relationships and exchange fluctuations
-
661,544

General provisions adjustment
(853,609)
(478,935)

Total tax charge for the period/year
(426,600)
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


11.


Exceptional items

2024
2023
£
£


Onerous lease provision
(622,669)
(2,848,089)

(622,669)
(2,848,089)

Page 24

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

12.


Tangible fixed assets







Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 May 2023
499,793
195,775
695,568


Additions
360,041
-
360,041


Disposals
(184,552)
-
(184,552)



At 28 April 2024

675,282
195,775
871,057



Depreciation


At 1 May 2023
284,553
115,963
400,516


Charge for the period on owned assets
114,741
39,155
153,896


Disposals
(184,552)
-
(184,552)



At 28 April 2024

214,742
155,118
369,860



Net book value



At 28 April 2024
460,540
40,657
501,197



At 30 April 2023
215,240
79,812
295,052


13.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 1 May 2023
100



At 28 April 2024
100




Page 25

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Agent Provocateur International Ltd
United Kingdom
Ordinary
100%
Agent Provacateur International Germany GmbH *
Germany
Ordinary
100%
Agent Provocateur Hong Kong Limited (HK) *
Hong Kong
Ordinary
100%
Agent Provocateur Hong Kong Limited (UK) *
United Kingdom
Ordinary
100%
Agent Provocateur International (Czech) S.r.o. *
Czech Republic
Ordinary
100%
Agent Provocateur International (France) SARL *
France
Ordinary
100%
Agent Provocateur International (Netherlands) B.V *
Netherlands
Ordinary
100%
Agent Provocateur International (US) LLC *
USA
Ordinary
100%
Agent Provocateur International GmbH *
Austria
Ordinary
100%
Agent Provocateur International Italy S.r.I *
Italy
Ordinary
100%
Agent Provocateur Italy Limited *
United Kingdom
Ordinary
100%
Agent Provacateur International Switzerland GmbH *
Switzerland
Ordinary
100%

* Subsidiary held indirectly


14.


Stocks

28 April
30 April
2024
2023
£
£

Finished goods and goods for resale
9,251,319
10,979,333

9,251,319
10,979,333



15.


Debtors

28 April
30 April
2024
2023
£
£


Trade debtors
624,638
1,176,270

Amounts owed by group undertakings
1,936,544
2,471,664

Other debtors
438,679
526,370

Prepayments and accrued income
1,089,587
890,380

Deferred taxation
427,200
-

4,516,648
5,064,684


Page 26

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

16.


Cash and cash equivalents

28 April
30 April
2024
2023
£
£

Cash at bank and in hand
1,778,852
2,059,909

1,778,852
2,059,909



17.


Creditors: Amounts falling due within one year

28 April
30 April
2024
2023
£
£

Trade creditors
754,427
1,617,289

Amounts owed to group undertakings
10,703,746
8,389,704

Other taxation and social security
82,949
89,092

Other creditors
510,278
552,538

Accruals and deferred income
610,855
758,872

12,662,255
11,407,495



18.


Creditors: Amounts falling due after more than one year

28 April
30 April
2024
2023
£
£

Amounts owed to group undertakings
66,599,118
68,033,219

66,599,118
68,033,219


Amounts owed to group undertakings are charged a commercial rate of interest, being the Bank of England base rate rounded to the nearest 0.5% +2.5%.
SDI Four Limited has a fixed and floating charge over the company's assets in respect of loans advanced to the Four (Holdings) group, of which the company is a member. 

Page 27

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

19.


Deferred taxation






2024


£






Charged to profit or loss
427,200



At end of year
427,200

The deferred tax asset is made up as follows:

28 April
30 April
2024
2023
£
£


Accelerated capital allowances
62,086
-

Unpaid pension costs
3,507
-

General provisions
361,607
-

427,200
-


20.


Provisions






VAT disputes
Dilapidations
Onerous leases
Total

£
£
£
£





At 1 May 2023
292,176
100,000
749,434
1,141,610


Charged to profit or loss
20,242
-
(622,669)
(602,427)



At 28 April 2024
312,418
100,000
126,765
539,183

The onerous lease provision is in respect of under-performing retail stores and takes into consideration the future operating lease commitments as set out in note 25.

Page 28

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

21.


Share capital

28 April
30 April
2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Class A shares of £1.00 each
100
100



22.


Reserves

Profit and loss account

The profit and loss account includes all current and prior year retained profits and losses. 


23.


Capital commitments


At 28 April 2024 the Company had capital commitments as follows:

28 April
30 April
2024
2023
£
£


Acquisition of tangible fixed assets
-
215,000

-
215,000


24.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £102,261 (2023 - £96,081). Contributions totalling £14,224 (2023 - £19,872) were payable to the fund at the balance sheet date and are included in creditors.

Page 29

 
AGENT PROVOCATEUR LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 APRIL 2024

25.


Commitments under operating leases

At 28 April 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

28 April
30 April
2024
2023
£
£


Not later than 1 year
368,750
375,000

Later than 1 year and not later than 5 years
800,000
1,133,428

1,168,750
1,508,428


26.


Related party transactions

The company has taken advantage of the exemption available in accordance with FRS 102 Section 33 'Related party disclosures not to disclose transactions entered into between two or more members of a group, as the company and the other subsidiaries are wholly owned subsidiary undertakings of the group to which they are party to the transactions.
Trade debtors include a balance of £771 (2023 - £nil) due from a company which owns and controls a shareholder of the ultimate parent company. Sales of £75,751 (2023 - £243,208) to this entity were recorded in the period.
Trade debtors include a balance of £443 (2023 - £nil) due from a related company. Sales of £6,183 (2023 - £nil) to this entity were recorded in the period.


27.


Controlling party

The parent company is Four Marketing Limited, a company incorporated in England and Wales.
The ultimate parent company is Four (Holdings) Limited, a company incorporated in England and Wales.
There is no ultimate controlling party.
The smallest and largest group in which the group is consolidated is within Four (Holdings) Limited, whose accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
Page 30