Company Registration No. 14520927 (England and Wales)
SEEN GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
SEEN GROUP LIMITED
COMPANY INFORMATION
Directors
J D Burgon
R Shah
J C Walsh
T M Bourne
Company number
14520927
Registered office
20 Little Portland Street
London
W1W 8BS
Auditor
HW Fisher Audit
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
SEEN GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 30
SEEN GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

The principal business of the Group is to provide beauty consultancy advice and insight led strategy to leading beauty brands. The Group specialises in communication campaigns, strategic consultancy and live brand activations, all enabled by its proprietary Community By Seen (CXS) digital advocacy platform of specialist beauty creators who provide content, insight and research data, primarily to the UK and US markets for local and global clients. The Group originates ideas that are so inspiring, they elevate perceptions of beauty which enhance delivery of campaign results on behalf of clients. By the end of 2024, the Group had developed a strategy to expand the services of the CXS platform into Canada and Ireland.

 

The Group performs well by delivering a consultancy led approach and continues to win, grow and retain the most successful global beauty and consumer brands, as well as providing services to developing beauty brands who display unique potential in the growing sector. The employees and creators are beauty obsessed and create courageous, collaborative and digital output for clients. The Group also produces well respected global trends reports for the beauty industry. The market leading proprietary platform delivers User Generated Content (UGC) content and research in an authentic, insightful and inclusive way. Working in partnership with beauty advocates and content creators, CXS has a UK membership of 9,500 members. The US membership is 12,200 members and the platform has a global membership of 23,000 members (including Ireland and Canada), with a global reach of close to 400 million beauty consumers. CXS has recently enabled social commerce in partnership with TikTok Shop. The platform is rapidly developing into a Software as a Service (SaaS) product to service clients in the beauty sector and other associated sectors. At 31st December 2024, the CXS platform is capitalised as an intangible asset in the balance sheet with a net book value of £522k.

 

Attracting and retaining specialist beauty talent is an essential objective of the Group. This talent seamlessly integrates with a network of third-party contacts to collaborate with the most relevant experts from a variety of backgrounds, enabling the Group to provide campaigns which are informed by commercial insight and deliver meaningful commercial outcomes. The Group leads the way in the sector as a female first, female led, positive, inclusive, creative, insightful and commercial adviser that helps beauty brands realise their goals, objectives and potential.

 

Since inception, the Group has been ethnically diverse and a place of employment where people from all backgrounds and lived experiences feel empowered to prosper with new ways of thinking that embrace industry wide sustainability commitments and development goals. Seen Group stands out as the leading expert in the beauty sector, but is constantly listening, learning, developing, changing and improving to remain relevant and is well positioned as it transforms into a technology enabled digital first Group.

The gross profit for year ending 31 December 2024 is £8.6m (2023 £4.3m for 7 months from June to December inclusive), generating a healthy gross margin of 56%. The operating profit for the year ending 31 December 2024 is £700k (2023 £422k for 7 months from June to December inclusive), generating a net operating margin of 8.2%. At 31 December 2024, the Group had net assets of £487k.

 

 

SEEN GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

 

Price Risk

Ongoing inflationary pressures present a major price risk, together with a continued high demand for the most skilled employees with relevant and specific beauty sector experience adding pressure to wages and salaries. International political, economic and governmental uncertainty - specifically in relation to the US market - add to the financial risk for the Group. Clients require a greater focus on performance-based marketing across all creative campaigns in the real and virtual world.

 

Client retention risk

Client retention represents an ongoing challenge in a competitive market. The loss of a key client may negatively impact profits. Senior leadership develops strong business and trusted relationships with pillar clients, which enables the Group to deliver media neutral beauty solutions to help clients achieve their commercial goals in an agile and cost-effective way. The Group continues to focus on new business and organic client growth, whilst carefully monitoring the size of each client to mitigate the risk of client dependency. The Group continues to examine opportunities in sectors with similar customer goals together with related consumer attributes and profiles.

 

Cashflow, liquidity and credit risk

The Group maintains sufficient cash reserves to manage liquidity and cashflow risks. The Group also secured low interest- bearing CIBLS loans during the Covid pandemic. Credit risk is closely managed to ensure adequate annual working capital requirements and debt is regularly reviewed on an ongoing basis with cash flow forecasts being produced for the short and longer term.

 

Data Security Risk

Security and cyber insurance costs related to data protection are ever increasing. Data security is an important factor for clients in their selection of agencies. As the CXS platform develops, the Group continues to develop strong data security protocols surrounding the collection and management of consumer personal data.

 

AI Risk

Campaigns created through AI represent a risk to human capital but also an opportunity to embrace change. The Group is investing in training in large language model deep research AI products so that employees can deliver client work more efficiently. The Group continues to explore investment in generative AI to enhance the competitive advantage of its CXS platform.

 

Entrepreneurial risk

The Group continues to support entrepreneurial risk by developing new start-up ventures which are relevant to the ever-changing beauty industry, as well as expanding its CXS platform into new markets. Entrepreneurial risk is increased due to the development costs of the CXS platform, together with the start-up costs associated with new market expansion.

 

Catastrophic risk

The Group adheres to strong working capital, robust financial controls and business case investment management, together with the adoption of cyber essentials plus security certification, cloud back-up solutions, best in class SaaS, Infrastructure as a Service (IaaS), and detailed disaster recovery planning. The CXS platform benefits from all these precautions and employs industry-leading development methodologies and best practices to ensure scalability and resilience.

 

Going concern

These financial statements have been produced on a going concern basis; this reflects the directors’ views that the Group will be able to meet its liabilities as they fall due for at least twelve months from the date of signing of the financial statements. Due to continued economic uncertainty, the directors have placed greater emphasis on cost control and monitoring daily cashflows, as well as evaluating rolling 12-36 month cashflow forecasts. No significant additional risks to the going concern position have been identified.

 

Key performance indicators

In the opinion of the directors, the key performance indicators are the annualised gross income per employee which in 2024 is annualised at £117k (2023 £112k), together with total employment costs as a percentage of gross income which in 2024 is 64% (2023 is 76%). The Group expects total employment costs will continue to reduce as a percentage of gross income as the CXS asset will continue to deliver technological efficiencies.

SEEN GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

On behalf of the board

J D Burgon
Director
15 July 2025
SEEN GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company is that of a holding company.

The principal activity of the group is the provision of marketing and promotion consultancy services.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £471,916. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J D Burgon
R Shah
J C Walsh
T M Bourne
Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report the information which is required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of its financial risk management objectives and policies and the likely future developments of the business.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
J D Burgon
Director
15 July 2025
SEEN GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

SEEN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SEEN GROUP LIMITED
- 6 -
Opinion

We have audited the financial statements of Seen Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

SEEN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SEEN GROUP LIMITED
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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.

As part of our planning process:

SEEN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SEEN GROUP LIMITED
- 8 -

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's 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.

Gilles Siow (Senior Statutory Auditor)
For and on behalf of HW Fisher Audit
Chartered Accountants
Statutory Auditor
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
15 July 2025
SEEN GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Year
Period
ended
ended
31 December
31 December
2024
2023
as restated
Notes
£
£
Turnover
3
15,399,932
7,077,218
Cost of sales
(6,830,619)
(2,779,561)
Gross profit
8,569,313
4,297,657
Administrative expenses
(7,869,663)
(3,877,406)
Other operating income
-
1,723
Operating profit
4
699,650
421,974
Interest receivable and similar income
8
44,520
9,248
Interest payable and similar expenses
9
(7,680)
(6,783)
Profit before taxation
736,490
424,439
Tax on profit
10
(106,954)
(99,397)
Profit for the financial year
629,536
325,042
Profit for the financial year is all attributable to the owners of the parent company.
SEEN GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Year
Period
ended
ended
31 December
31 December
2024
2023
£
£
Profit for the year
629,536
325,042
Other comprehensive income
Currency translation differences
31,085
(28,215)
Total comprehensive income for the year
660,621
296,827
Total comprehensive income for the year is all attributable to the owners of the parent company.
SEEN GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
339,307
379,620
Other intangible assets
12
521,648
214,315
Total intangible assets
860,955
593,935
Tangible assets
13
221,204
259,167
1,082,159
853,102
Current assets
Stocks
16
35,459
32,299
Debtors
17
2,454,730
1,826,717
Cash at bank and in hand
2,090,302
2,198,692
4,580,491
4,057,708
Creditors: amounts falling due within one year
18
(5,092,713)
(4,429,550)
Net current liabilities
(512,222)
(371,842)
Total assets less current liabilities
569,937
481,260
Creditors: amounts falling due after more than one year
19
(83,333)
(183,333)
Net assets
486,604
297,927
Capital and reserves
Called up share capital
22
1,072
1,100
Capital redemption reserve
28
-
0
Profit and loss reserves
485,504
296,827
Total equity
486,604
297,927
The financial statements were approved by the board of directors and authorised for issue on 15 July 2025 and are signed on its behalf by:
J D Burgon
Director
SEEN GROUP LIMITED
COMPANY BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
2,318,470
2,318,470
Current assets
Cash at bank and in hand
1,173
1,100
Creditors: amounts falling due within one year
18
(2,318,496)
(2,318,473)
Net current liabilities
(2,317,323)
(2,317,373)
Total assets less current liabilities
1,147
1,097
Capital and reserves
Called up share capital
22
1,072
1,100
Capital redemption reserve
28
-
0
Profit and loss reserves
47
(3)
Total equity
1,147
1,097

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £471,994 (2023 - £3 loss).

The financial statements were approved by the board of directors and authorised for issue on 15 July 2025 and are signed on its behalf by:
J D Burgon
Director
Company Registration No. 14520927
SEEN GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 22 December 2022
-
0
-
0
-
0
-
Period ended 31 December 2023:
Profit for the period
-
-
325,042
325,042
Other comprehensive income:
Currency translation differences
-
-
(28,215)
(28,215)
Total comprehensive income for the period
-
-
296,827
296,827
Issue of share capital
22
1,100
-
-
1,100
Balance at 31 December 2023
1,100
-
0
296,827
297,927
Year ended 31 December 2024:
Profit for the year
-
-
629,536
629,536
Other comprehensive income:
Currency translation differences
-
-
31,085
31,085
Total comprehensive income for the year
-
-
660,621
660,621
Dividends
11
-
-
(471,916)
(471,916)
Redemption of shares
22
(28)
28
(28)
(28)
Balance at 31 December 2024
1,072
28
485,504
486,604
SEEN GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 22 December 2022
-
0
-
0
-
0
-
Period ended 31 December 2023:
Loss and total comprehensive income for the period
-
-
(3)
(3)
Issue of share capital
22
1,100
-
-
1,100
Balance at 31 December 2023
1,100
-
0
(3)
1,097
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
471,994
471,994
Dividends
11
-
-
(471,916)
(471,916)
Redemption of shares
22
(28)
28
(28)
(28)
Balance at 31 December 2024
1,072
28
47
1,147
SEEN GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
988,277
1,122,550
Interest paid
(7,680)
-
0
Income taxes paid
(131,099)
(160,053)
Net cash inflow from operating activities
849,498
962,497
Investing activities
Purchase of business
-
1,388,081
Purchase of intangible assets
(368,442)
(81,439)
Purchase of tangible fixed assets
(92,050)
(21,361)
Interest received
44,520
9,248
Net cash (used in)/generated from investing activities
(415,972)
1,294,529
Financing activities
Repurchase of shares
(28)
-
0
Repayment of borrowings
(100,000)
(58,334)
Dividends paid to equity shareholders
(471,916)
-
Net cash used in financing activities
(571,944)
(58,334)
Net (decrease)/increase in cash and cash equivalents
(138,418)
2,198,692
Cash and cash equivalents at beginning of year
2,198,692
-
0
Effect of foreign exchange rates
30,028
-
0
Cash and cash equivalents at end of year
2,090,302
2,198,692
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

Seen Group Limited (“the company”) is a private limited by shares and incorporated in England and Wales. The registered office is 20 Little Portland Street, London, W1W 8BS.

 

The group consists of Seen Group Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Seen Group Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

 

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern

The group has made profits in the year and this is forecasted to continue into 2025 and 2026. The group remains to have a healthy net asset and cash balance. The directors have a reasonable expectation that the group will have adequate resources to continue in operation for a period of at least twelve months from the date of approval of these financial statements. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Reporting period

The current accounting period is for the year to 31 December 2024. The comparative accounting period is for the 13 month period from incorporation on 2 December 2022 to 31 December 2023. Therefore the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

 

Turnover consists of fee income (retainer based) and expense income (project based).

Fee income is recognised on a monthly basis over the length of the contract.

 

Expense income is recognised at the start of the project or as defined by the contract. Revenue is recognised only to the extent of the expenses that are recoverable.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Creative Platform
20% straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
25% straight line
Plant and machinery
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.12
Work in progress

Work in progress represent payments made in advance and are recognised where such advances relate to projects that are scheduled for the near future and where directors estimate sufficient future income will be earned in order to recoup the advances made. Where it is estimated that insufficient future income will be earned, an impairment loss is recorded.

At each reporting date, an assessment is made for impairment. Impairment losses are recognised through the profit and loss account.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and amounts due to fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Derecognition of financial liabilities

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

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

 

Exchange differences arising on the translation of the foreign subsidiaries are reporting in the Statement of Comprehensive Income.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Valuation and useful life of intangible fixed assets

Intangible assets are amortised over their useful lives taking into account, where appropriate, residual values. Assessment of useful lives and residual values takes into account factors such as technological innovation, market information, business plans, forecasts and management considerations.

 

Intangible assets are held at cost less accumulated amortisation, and are assessed for impairment at the year end. The assessment of impairment requires judgements to be made, which include the assessment of available financial information and the expected future performance of assets outside the control of the company.

 

As at 31 December 2024, no impairment was recognised against intangible fixed assets (2023: £nil).

Valuation of investments and goodwill arising on consolidation

Investments in subsidiaries are held at the transaction price, less impairment. Goodwill arises on consolidation, relating to the excess consideration above the fair value of the assets held by subsidiaries at the acquisition date. The assessment of impairment requires judgements to be made by the directors, which includes the assessment of financial information of those subsidiaries and their expected future performance, which is outside the control of the group and company.

 

As at 31 December 2024, no impairment was recognised against fixed asset investments (2023: £nil).

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Provision of marketing and promotion consultancy services
15,399,932
7,077,218
2024
2023
£
£
Other significant revenue
Interest income
44,520
9,248
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
7,976,713
3,030,584
Rest of Europe
133,204
478,928
Rest of the World
7,290,015
3,567,706
15,399,932
7,077,218
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(41,130)
(28,527)
Depreciation of owned tangible fixed assets
131,070
65,726
Amortisation of intangible assets
101,422
59,522
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group, parent and its subsidiaries
48,177
24,718
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Office and administration
8
59
-
-
Production and sales
65
7
-
-
Total
73
66
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
4,956,573
2,988,994
-
0
-
0
Social security costs
474,431
232,052
-
-
Pension costs
93,606
48,179
-
0
-
0
5,524,610
3,269,225
-
0
-
0
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
228,000
145,070
Company pension contributions to defined contribution schemes
10,500
6,125
238,500
151,195

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
228,000
-
Company pension contributions to defined contribution schemes
10,500
-
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
44,520
9,248
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
7,680
6,783

In the financial statements for the year ended 31 December 2023, interest payable of £6,783 was recognised as part of administrative expenses. This balance has been recognised as interest on bank overdrafts and loans for the year ended 31 December 2024.

10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
76,581
97,828
Foreign current tax on profits for the current period
30,373
1,569
Total current tax
106,954
99,397
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 24 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
736,490
424,439
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
184,123
99,828
Tax effect of expenses that are not deductible in determining taxable profit
8,584
7,389
Tax effect of income not taxable in determining taxable profit
(3)
-
0
Adjustments in respect of prior years
3,297
-
0
Group relief
2
-
0
Effect of overseas tax rates
(31,188)
22,641
Deferred tax adjustments in respect of prior years
-
0
(19,901)
Remeasurement of deferred tax
-
0
(827)
Movement in deferred tax not recogised
(70,457)
1,178
Other adjustments
12,596
(10,911)
Taxation charge
106,954
99,397
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
471,916
-
12
Intangible fixed assets
Group
Goodwill
Creative Platform
Total
£
£
£
Cost
At 1 January 2024
403,125
250,332
653,457
Additions - internally developed
-
0
368,442
368,442
At 31 December 2024
403,125
618,774
1,021,899
Amortisation and impairment
At 1 January 2024
23,505
36,017
59,522
Amortisation charged for the year
40,313
61,109
101,422
At 31 December 2024
63,818
97,126
160,944
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Intangible fixed assets
(Continued)
- 25 -
Carrying amount
At 31 December 2024
339,307
521,648
860,955
At 31 December 2023
379,620
214,315
593,935
13
Tangible fixed assets
Group
Leasehold improvements
Plant and machinery
Total
£
£
£
Cost
At 1 January 2024
31,060
288,864
319,924
Additions
-
0
92,050
92,050
Exchange adjustments
-
0
4,385
4,385
At 31 December 2024
31,060
385,299
416,359
Depreciation and impairment
At 1 January 2024
5,522
55,235
60,757
Depreciation charged in the year
16,470
114,600
131,070
Exchange adjustments
-
0
3,328
3,328
At 31 December 2024
21,992
173,163
195,155
Carrying amount
At 31 December 2024
9,068
212,136
221,204
At 31 December 2023
25,538
233,629
259,167
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
2,318,470
2,318,470
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 1 January 2024 and 31 December 2024
2,318,470
Carrying amount
At 31 December 2024
2,318,470
At 31 December 2023
2,318,470
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Beauty Seen Limited
20 Little Portland Street, London, W1W 8BS
Marketing and promotion consultancy
Ordinary
100.00
-
Beauty Seen Inc
Suite 420, 55 Washington Street, Brooklyn, New York, 11201, USA
Marketing and promotion consultancy
N/A
-
100.00
16
Work in progress
Group
Company
2024
2023
2024
2023
£
£
£
£
Work in progress
35,459
32,299
-
-
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,225,899
1,559,335
-
0
-
0
Corporation tax recoverable
56,717
-
0
-
0
-
0
Other debtors
16,509
31,098
-
0
-
0
Prepayments and accrued income
155,605
236,284
-
0
-
0
2,454,730
1,826,717
-
-
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
20
100,000
100,000
-
0
-
0
Trade creditors
463,650
302,084
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
10,776
10,753
Corporation tax payable
73,284
40,712
-
0
-
0
Other taxation and social security
180,373
171,583
-
-
Other creditors
2,710,960
2,675,051
2,307,720
2,307,720
Accruals and deferred income
1,564,446
1,140,120
-
0
-
0
5,092,713
4,429,550
2,318,496
2,318,473

Included in other creditors for the company is £2,307,720 (2023: £2,307,720) owing to companies under common control. This is secured by way of fixed charge over the interest Seen Group Limited has in subsidiary entities.

19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
83,333
183,333
-
0
-
0
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
183,333
283,333
-
0
-
0
Payable within one year
100,000
100,000
-
0
-
0
Payable after one year
83,333
183,333
-
0
-
0

The loans are secured by a fixed and floating charge over the assets of Beauty Seen Limited. The loans are due for repayment in 2026 and have a fixed interest rate of 2.67% per annum.

 

21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
93,606
48,179
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Retirement benefit schemes
(Continued)
- 28 -

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
2024
2023
2024
2023
as restated
as restated
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary Shares of £1 each
90
90
90
90
B Ordinary Shares of £1 each
10
10
10
10
C Ordinary Shares of 50p each
1,945
2,000
972
1,000
2,045
2,100
1,072
1,100

Ordinary A shares and Ordinary B shares have full voting rights. Shareholders are entitled to receive dividends, with the exception of dividends resulting from a disposal event. They do not confer rights of redemption.

 

Ordinary C shares to not confer voting rights. Shareholders are entitled to receive dividends, with the exception of dividends resulting from a disposal event. They do not confer rights of redemption.

 

On 6 December 2024, the company entered into an agreement with a former shareholder to repurchase 55 Ordinary C shares for a total consideration of £28 from distributable reserves.

23
Financial commitments, guarantees and contingent liabilities

The company has entered into a cross guarantee and debenture with a fellow group company. As at 31 December 2024, the maximum potential liability under this arrangement was £477,000 (2023: £477,000).

24
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
116,164
119,059
-
-
Between two and five years
144,808
269,365
-
-
260,972
388,424
-
-
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
1,051,065
339,692
Other information

 

Group

At 31 December 2024, included within other creditors is £2,710,881 (2023: £2,675,051) owed to companies under common control.

During the year ended 31 December 2024, the group made purchases of £1,198,013 (2023: £921,313) to, and sold £50,155 (2023: £8,260) to companies under common control.

 

 

Entity

 

At 31 December 2024, included within other creditors is £2,307,720 (2023: £2,307,720) owed to a company under common control.

26
Controlling party

The directors do not consider there to be a single controlling party, however, over 50% of the shareholding of the company is held by Mr R Shah and Mr T M Bourne, who together also hold a controlling interest in Casbah Group Limited

27
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
629,536
325,042
Adjustments for:
Taxation charged
106,954
99,397
Finance costs
7,680
6,783
Investment income
(44,520)
(9,248)
Amortisation and impairment of intangible assets
101,422
59,522
Depreciation and impairment of tangible fixed assets
131,070
65,726
Movements in working capital:
Increase in stocks
(3,160)
(32,299)
(Increase)/decrease in debtors
(571,296)
1,111,846
Increase/(decrease) in creditors
630,591
(497,436)
Cash generated from operations
988,277
1,129,333
SEEN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
28
Analysis of changes in net funds - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
2,198,692
(138,418)
30,028
2,090,302
Borrowings excluding overdrafts
(283,333)
100,000
-
(183,333)
1,915,359
(38,418)
30,028
1,906,969
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