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REGISTERED NUMBER: 06522213 (England and Wales)












Group Strategic Report, Report of the Director and

Consolidated Financial Statements

for the Year Ended 31 May 2024

for

Outform Group EMEA Ltd

Outform Group EMEA Ltd (Registered number: 06522213)






Contents of the Consolidated Financial Statements
for the year ended 31 May 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Director 4

Report of the Independent Auditors 5

Consolidated Statement of Comprehensive
Income

8

Consolidated Balance Sheet 9

Company Balance Sheet 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Cash Flow Statement 13

Notes to the Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 15


Outform Group EMEA Ltd

Company Information
for the year ended 31 May 2024







DIRECTOR: A Haroush





REGISTERED OFFICE: 20 Margaret Street
Fitzrovia
London
W1W 8RS





REGISTERED NUMBER: 06522213 (England and Wales)





AUDITORS: Clayton & Brewill
Statutory Auditors and
Chartered Accountants
Cawley House
149-155 Canal Street
Nottingham
Nottinghamshire
NG1 7HR

Outform Group EMEA Ltd (Registered number: 06522213)

Group Strategic Report
for the year ended 31 May 2024

The director presents his strategic report of the company and the group for the year ended 31 May 2024.

REVIEW OF BUSINESS
During 2024, Outform Group EMEA Limited continued to expand its offering, restructuring The Outform Group to enhance operational excellence and in-house manufacturing on mainland Europe. The implementation brought together a complimentary client base and leveraged the innovative creative approach of Outform with the operational excellence of Alrec.

The restructure took place in June 2023 and the combination of the teams was through informal alignment. Following on from this there was a global rebranding to Outform Group with a simplification into 3 operating businesses in each country UK, PL and NL.

The commercial arm of the business has worked on broadening the offering from predominantly CE clients into Beauty and we continue to deliver exciting new approaches for the Beauty industry.

PRINCIPAL RISKS AND UNCERTAINTIES
Operational & Commercial risk

Our customers continue to look for new innovation.Through our team we continue to engage with existing and new client organisations for flagship projects and experiential offerings.

Our new operational structure has now been implemented and we can see the positive impact operationally across the group. We continue to receive positive feedback from clients on the new strategic structure.

Liquidity risk

The Group's policy towards liquidity risk is through local treasury management and remaining cash positive. We review group liquidity positions on an ongoing basis and continue to leverage synergies accross the group to maintain our positive cash position.

Employee risk

Our employees remain at the heart of Outform and we know that to drive innovation we need self starting, strategic thinkers across the business. We continue to drive our talent program to ensure we have the right talent looking after the right clients to thrive and bring ideas to the table. Our back office functions have been strengthened with presence in each of the locations with common ways of working.

Environmental risk

We continue to move forward on our environmental program and continue to look at sustainable products and processes with more of our clients with special focus on end of life management. We have continued to refresh our portal offering and this provides reporting and tracking on all assets to help our clients manage their portfolio and investigate recycling or sustainable disposal options.

The directors are not aware of any other significant risks that may impact the Group.


Outform Group EMEA Ltd (Registered number: 06522213)

Group Strategic Report
for the year ended 31 May 2024

FINANCIAL KEY PERFORMANCE INDICATORS
The Directors consider the financial KPI's of the business to be:
- Pipeline and orderbook
- Strategic Client Engagement levels
- Turnover
- Gross Margin
- Project profitability
- Net Profit
- Cash Balances and working capital metrics

These are monitored on a monthly basis and resultant actions are taken as and when necessary.

ON BEHALF OF THE BOARD:





A Haroush - Director


28 July 2025

Outform Group EMEA Ltd (Registered number: 06522213)

Report of the Director
for the year ended 31 May 2024

The director presents his report with the financial statements of the company and the group for the year ended 31 May 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 May 2024.

DIRECTOR
A Haroush held office during the whole of the period from 1 June 2023 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Clayton & Brewill, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A Haroush - Director


28 July 2025

Report of the Independent Auditors to the Members of
Outform Group EMEA Ltd

Opinion
We have audited the financial statements of Outform Group EMEA Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 May 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Outform Group EMEA Ltd


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

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

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

- Enquiry of management and those charged with governance around actual and potential litigation and claims;
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
- Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Outform Group EMEA Ltd


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Douglas Perry FCA (Senior Statutory Auditor)
for and on behalf of Clayton & Brewill
Statutory Auditors and
Chartered Accountants
Cawley House
149-155 Canal Street
Nottingham
Nottinghamshire
NG1 7HR

29 July 2025

Outform Group EMEA Ltd (Registered number: 06522213)

Consolidated
Statement of Comprehensive
Income
for the year ended 31 May 2024

31/5/24 31/5/23
Notes £    £   

TURNOVER 4 33,447,815 21,262,459

Cost of sales 21,023,279 14,379,561
GROSS PROFIT 12,424,536 6,882,898

Administrative expenses 14,681,091 6,405,096
(2,256,555 ) 477,802

Other operating income 226,363 82,463
OPERATING (LOSS)/PROFIT 6 (2,030,192 ) 560,265

Profit/loss on sale of invest 7 - 183,220
(2,030,192 ) 743,485

Interest receivable and similar income 89,244 25,273
(1,940,948 ) 768,758

Interest payable and similar expenses 8 667,216 37,165
(LOSS)/PROFIT BEFORE TAXATION (2,608,164 ) 731,593

Tax on (loss)/profit 9 268,438 281,957
(LOSS)/PROFIT FOR THE
FINANCIAL YEAR

(2,876,602

)

449,636

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(2,876,602

)

449,636

(Loss)/profit attributable to:
Owners of the parent (2,876,602 ) 449,636

Total comprehensive income attributable to:
Owners of the parent (2,876,602 ) 449,636

Outform Group EMEA Ltd (Registered number: 06522213)

Consolidated Balance Sheet
31 May 2024

31/5/24 31/5/23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 5,088,944 (555,044 )
Tangible assets 12 569,779 418,462
Investments 13 - -
5,658,723 (136,582 )

CURRENT ASSETS
Stocks 14 1,539,547 526,516
Debtors 15 7,645,134 10,744,114
Prepayments and accrued income - 387,703
Cash at bank and in hand 1,092,771 1,089,822
10,277,452 12,748,155
CREDITORS
Amounts falling due within one year 16 8,436,507 11,018,732
NET CURRENT ASSETS 1,840,945 1,729,423
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,499,668

1,592,841

CREDITORS
Amounts falling due after more than
one year

17

(8,780,761

)

-

PROVISIONS FOR LIABILITIES 19 (677,500 ) (674,832 )
NET (LIABILITIES)/ASSETS (1,958,593 ) 918,009

CAPITAL AND RESERVES
Called up share capital 20 100 100
Retained earnings 21 (1,958,693 ) 917,909
SHAREHOLDERS' FUNDS (1,958,593 ) 918,009

The financial statements were approved by the director and authorised for issue on 28 July 2025 and were signed by:





A Haroush - Director


Outform Group EMEA Ltd (Registered number: 06522213)

Company Balance Sheet
31 May 2024

31/5/24 31/5/23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 8,400,391 3,000,201
8,400,391 3,000,201

CURRENT ASSETS
Debtors 15 5,400,190 -
Cash at bank 75,384 117,820
5,475,574 117,820
CREDITORS
Amounts falling due within one year 16 6,180,504 1,582,990
NET CURRENT LIABILITIES (704,930 ) (1,465,170 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,695,461

1,535,031

CREDITORS
Amounts falling due after more than
one year

17

6,390,147

-
NET ASSETS 1,305,314 1,535,031

CAPITAL AND RESERVES
Called up share capital 20 100 100
Retained earnings 21 1,305,214 1,534,931
SHAREHOLDERS' FUNDS 1,305,314 1,535,031

Company's loss for the financial year (229,817 ) (78,406 )

The financial statements were approved by the director and authorised for issue on 31 May 2025 and were signed by:





A Haroush - Director


Outform Group EMEA Ltd (Registered number: 06522213)

Consolidated Statement of Changes in Equity
for the year ended 31 May 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 June 2022 100 468,273 468,373

Changes in equity
Total comprehensive income - 449,636 449,636
Balance at 31 May 2023 100 917,909 918,009

Changes in equity
Total comprehensive income - (2,876,602 ) (2,876,602 )
Balance at 31 May 2024 100 (1,958,693 ) (1,958,593 )

Outform Group EMEA Ltd (Registered number: 06522213)

Company Statement of Changes in Equity
for the year ended 31 May 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 June 2022 100 1,613,337 1,613,437

Changes in equity
Total comprehensive income - (78,406 ) (78,406 )
Balance at 31 May 2023 100 1,534,931 1,535,031

Changes in equity
Total comprehensive income - (229,817 ) (229,817 )
Balance at 31 May 2024 100 1,305,114 1,305,214

Outform Group EMEA Ltd (Registered number: 06522213)

Consolidated Cash Flow Statement
for the year ended 31 May 2024

31/5/24 31/5/23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 564,793 (748,065 )
Interest paid (667,216 ) (37,165 )
Tax paid (450,493 ) (34,946 )
Net cash from operating activities (552,916 ) (820,176 )

Cash flows from investing activities
Purchase of intangible fixed assets (481,022 ) -
Purchase of tangible fixed assets (96,385 ) (233,085 )
Sale of tangible fixed assets 371,736 179,543
Acquired through sale of subsidiary - 394,000
Purchase of subsidiary (8,108,469 ) -
Interest received 89,244 25,273
Net cash from investing activities (8,224,896 ) 365,731

Cash flows from financing activities
New loans from group in year 8,780,761 -
Capital repayments in year - (9,263 )
Net cash from financing activities 8,780,761 (9,263 )

Increase/(decrease) in cash and cash equivalents 2,949 (463,708 )
Cash and cash equivalents at
beginning of year

2

1,089,822

1,553,530

Cash and cash equivalents at end
of year

2

1,092,771

1,089,822

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 May 2024

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31/5/24 31/5/23
£    £   
(Loss)/profit before taxation (2,608,164 ) 731,593
Depreciation charges 1,022,435 149,264
(Profit)/loss on disposal of fixed assets (836 ) 3,199
Movement in provisions 155,093 (15,278 )
(Profit)/Loss on disposal of subsidiary - (183,220 )
Finance costs 667,216 37,165
Finance income (89,244 ) (25,273 )
(853,500 ) 697,450
Decrease in stocks 315,428 658,179
Decrease/(increase) in trade and other debtors 8,150,710 (5,500,520 )
(Decrease)/increase in trade and other creditors (7,047,845 ) 3,396,826
Cash generated from operations 564,793 (748,065 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 May 2024
31/5/24 1/6/23
£    £   
Cash and cash equivalents 1,092,771 1,089,822
Year ended 31 May 2023
31/5/23 1/6/22
£    £   
Cash and cash equivalents 1,089,822 1,553,530


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/6/23 Cash flow At 31/5/24
£    £    £   
Net cash
Cash at bank and in hand 1,089,822 2,949 1,092,771
1,089,822 2,949 1,092,771
Total 1,089,822 2,949 1,092,771

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements
for the year ended 31 May 2024

1. STATUTORY INFORMATION

Outform Group EMEA Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

This company provides business support

2. ACCOUNTING POLICIES

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

Going concern
The group held net liabilities of £1,958,593 (2023: £918,009 (net assets)) at the year end with net current assets of £1,840,945 (2023:£1,729,423) being held.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future including a period of at least twelve months from the date of approval of these financial statements. They thus determine that the going concern basis of accounting is appropriate in preparing these financial statements.

This is based on the strong position of net current assets, the director considers Cash forecasts and profitability reviews have been carried out to ensure that the group continues to meet its working capital demands for the next 12 months.

Long term debt held in the group is owed to the parent entity. The parent entity continues to support the financially and operationally.

Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
- the company has transferred the significant risks and rewards of ownership to the buyer;
- the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective controls over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the company will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
- the amount of revenue can be measured reliably;
- it is probable that the company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination
and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and
liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is
measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is
amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over
its useful economic life.

Goodwill is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Negative goodwill are being amortised evenly over their estimated useful life of nil years.

Computer software is being amortised evenly over its estimated useful life of nil years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 20% on cost, 10% on cost and Straight line over 5 years
Fixtures and fittings - 20% on cost and Straight line over 5 years
Motor vehicles - 25% reducing balance
Computer equipment - 33% on cost, Straight line over 3 years and Straight line over 5 years

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Stocks
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
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 the Statement of Comprehensive Income 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 the Statement of Comprehensive Income within 'other operating income'.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

2. ACCOUNTING POLICIES - continued

Provisions
Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

The other provisions balance is made up of a warranty provision and a provision for dilapidation.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The critical judgements that the directors have made in the process of applying the Group's
accounting policies that have the most significant effect on the amounts recognised in the
statutory financial statements are discussed below.

(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have
considered both external and internal sources of information such as market conditions,
counterparty credit ratings and experience of recoverability and where applicable, the ability of the
asset to be operated as planned. There have been no indicators of impairment identified during the
current financial year.

Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that
have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.

(ii) Recoverability of trade and other receivables
The Group establishes a provision for trade and other receivables that are estimated not to be
recoverable. When assessing recoverability the directors have considered factors such as the
ageing of the receivables, past experiences of recoverability, financial position of the other party
and the credit profile of individual or groups of customers.

(iii) Stock provisioning
The Group reviews stock for non moving and obsolete items, and determines whether a provision
would be appropriate. The directors consider factors such as the age of the stock, the ability for
sale, faults with items and any other indicators which may suggest that stock needs to be provided
for.
It should be noted that inherent faults are covered under the manufacturers warranty and as such
no warranty provision is deemed to be required.

(iv) Other provisions
Where sales are made under a warranty agreement, the directors will review to assess whether
any provision against potential future repair work is required. When considering if a provision
should be made for future repair work, the directors consider repair work over the past periods in
order to make an estimation of the value of future repair work.

The directors will also review additional provisions where it is deemed that they should be made
against future obligations. The directors will estimate the value of the future cost utilising past
experience and their knowledge in order to be able to make these provisions.

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

4. TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31/5/24 31/5/23
£    £   
United Kingdom 6,020,516 10,611,019
Europe 18,097,194 9,499,490
United States of America 3,134,675 -
Rest of World 6,195,430 1,151,950
33,447,815 21,262,459

5. EMPLOYEES AND DIRECTORS
31/5/24 31/5/23
£    £   
Wages and salaries 9,690,413 3,752,421
Social security costs 1,283,284 361,698
Other pension costs 532,631 256,983
11,506,328 4,371,102

The average number of employees during the year was as follows:
31/5/24 31/5/23

Staff 308 62

The average number of employees by undertakings that were proportionately consolidated during the year was 308 (2023 - 62 ) .

31/5/24 31/5/23
£    £   
Director's remuneration - -

6. OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

31/5/24 31/5/23
£    £   
Venue Hire 527,548 361,364
Depreciation - owned assets 289,018 226,652
(Profit)/loss on disposal of fixed assets (836 ) 3,199
Goodwill amortisation 550,589 2,748
Negative goodwill amortisation (80,137 ) (80,127 )
Computer software amortisation 262,965 -
Auditors' remuneration 189,933 28,100
Foreign exchange differences 555,945 67,729

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

7. EXCEPTIONAL ITEMS
31/5/24 31/5/23
£    £   
Exceptional items (452,000 ) (514,855 )
Profit/loss on sale of invest - 183,220
(452,000 ) (331,635 )

The group continued restructuring procedures during the period. As part of the restructure, costs of £452,000 were incurred.

8. INTEREST PAYABLE AND SIMILAR EXPENSES
31/5/24 31/5/23
£    £   
Bank loan interest 76,624 37,165
Other interest 590,592 -
667,216 37,165

9. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
31/5/24 31/5/23
£    £   
Current tax:
UK corporation tax 268,438 318,071

Deferred tax - (36,114 )
Tax on (loss)/profit 268,438 281,957

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31/5/24 31/5/23
£    £   
(Loss)/profit before tax (2,608,164 ) 731,593
(Loss)/profit multiplied by the standard rate of corporation tax in
the UK of 25 % (2023 - 19 %)

(652,041

)

139,003

Effects of:
Expenses not deductible for tax purposes 102 607
Income not taxable for tax purposes - (38,671 )
Depreciation in excess of capital allowances 9,419 59,206
Acquisition tax adjustment - (12,482 )
Losses carried forward 57,454 170,408
Losses utilised (18,435 ) -
Overseas tax adjustments 871,939 -
Deferred tax movement - (36,114 )
Total tax charge 268,438 281,957

10. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

11. INTANGIBLE FIXED ASSETS

Group
Negative Computer
Goodwill goodwill software Totals
£    £    £    £   
COST
At 1 June 2023 - (801,370 ) - (801,370 )
Additions 5,505,887 - 481,022 5,986,909
Disposals - - (166,900 ) (166,900 )
Reclassification/transfer - - 1,363,762 1,363,762
At 31 May 2024 5,505,887 (801,370 ) 1,677,884 6,382,401
AMORTISATION
At 1 June 2023 - (246,326 ) - (246,326 )
Amortisation for year 550,589 (80,137 ) 262,965 733,417
Eliminated on disposal - - (166,899 ) (166,899 )
Charge written back - - (110,766 ) (110,766 )
Reclassification/transfer - - 1,084,031 1,084,031
At 31 May 2024 550,589 (326,463 ) 1,069,331 1,293,457
NET BOOK VALUE
At 31 May 2024 4,955,298 (474,907 ) 608,553 5,088,944
At 31 May 2023 - (555,044 ) - (555,044 )

12. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and
property machinery fittings
£    £    £   
COST
At 1 June 2023 27,049 4,512 16,587
Additions - 6,721 51,621
Disposals (27,049 ) (167,580 ) -
Reclassification/transfer 236,555 1,708,325 665,399
At 31 May 2024 236,555 1,551,978 733,607
DEPRECIATION
At 1 June 2023 15,779 3,505 8,694
Charge for year 41,500 122,417 91,578
Eliminated on disposal (15,779 ) (171,611 ) -
Reclassification/transfer 45,958 1,297,844 580,058
At 31 May 2024 87,458 1,252,155 680,330
NET BOOK VALUE
At 31 May 2024 149,097 299,823 53,277
At 31 May 2023 11,270 1,007 7,893

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

12. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 June 2023 5,025 787,339 840,512
Additions - 38,043 96,385
Disposals (17,076 ) (470,609 ) (682,314 )
Reclassification/transfer 293,689 162,756 3,066,724
At 31 May 2024 281,638 517,529 3,321,307
DEPRECIATION
At 1 June 2023 4,619 389,453 422,050
Charge for year 11,762 21,761 289,018
Eliminated on disposal (16,773 ) (107,251 ) (311,414 )
Reclassification/transfer 281,787 146,227 2,351,874
At 31 May 2024 281,395 450,190 2,751,528
NET BOOK VALUE
At 31 May 2024 243 67,339 569,779
At 31 May 2023 406 397,886 418,462

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 June 2023 3,000,201
Additions 5,400,190
At 31 May 2024 8,400,391
NET BOOK VALUE
At 31 May 2024 8,400,391
At 31 May 2023 3,000,201

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Outform UK Ltd
Registered office: 103-107 Boston Road Leicester LE4 1AW
Nature of business:
%
Class of shares: holding
Ordinary 100.00
31/5/24 31/5/23
£    £   
Aggregate capital and reserves 1,944,480 1,836,386
Profit/(loss) for the year 73,817 (848,438 )

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

13. FIXED ASSET INVESTMENTS - continued

Outform BV
Registered office: Amsterdam, The Netherlands
Nature of business:
%
Class of shares: holding
Ordinary 100.00
31/5/24 31/5/23
£    £   
Aggregate capital and reserves 868,795 1,073,688
(Loss)/profit for the year (204,892 ) 1,231,394

Outform Group NL B.V.
Registered office: Amsterdam, The Netherlands
Nature of business:
%
Class of shares: holding
Ordinary 100.00
31/5/24
£   
Aggregate capital and reserves 949,441
Loss for the year (1,457,804 )

Outform Group UK Ltd (Previously Alrec UK Ltd)
Registered office: 20 Margaret Street, Fitzrovia, London, England, W1W 8RS
Nature of business:
%
Class of shares: holding
Ordinary 100.00
31/5/24
£   
Aggregate capital and reserves (613,929 )
Loss for the year (639,646 )

Outform Group PL Sp. z.o.o
Registered office: Ul. Ksiedza Kazimierza Janika 14, Konstantynow Lodzki; Lodzkie; Postal Code: 95-050. Poland
Nature of business:
%
Class of shares: holding
Ordinary 100.00
31/5/24
£   
Aggregate capital and reserves 3,079,622
Profit for the year 673,509


14. STOCKS

Group
31/5/24 31/5/23
£    £   
Stocks 840,558 54,501
Work-in-progress 698,989 472,015
1,539,547 526,516

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31/5/24 31/5/23 31/5/24 31/5/23
£    £    £    £   
Trade debtors 5,331,449 6,304,252 - -
Amounts owed by group undertakings - 3,915,779 5,400,190 -
Other debtors 788,820 - - -
Tax 119,420 - - -
VAT 826,254 - - -
Deferred tax asset 15,539 - - -
Prepayments and accrued income 563,652 524,083 - -
7,645,134 10,744,114 5,400,190 -

Deferred tax asset
Group Company
31/5/24 31/5/23 31/5/24 31/5/23
£    £    £    £   
Deferred tax 15,539 - - -

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31/5/24 31/5/23 31/5/24 31/5/23
£    £    £    £   
Trade creditors 2,772,011 1,573,228 - -
Amounts owed to group undertakings 1,235,763 1,979,071 6,170,104 733,251
Tax - 136,139 - -
Social security and other taxes 1,122,421 130,367 - -
VAT - 918,280 - -
Other creditors 743,081 852,471 - 808,808
Accruals and deferred income 2,563,231 5,388,245 - -
Accrued expenses - 40,931 10,400 40,931
8,436,507 11,018,732 6,180,504 1,582,990

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
31/5/24 31/5/23 31/5/24 31/5/23
£    £    £    £   
Amounts owed to group undertakings 8,780,761 - 6,390,147 -

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31/5/24 31/5/23
£    £   
Within one year 65,473 77,475
Between one and five years 14,373 56,491
79,846 133,966

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

19. PROVISIONS FOR LIABILITIES

The warranty provision of £nil (2023: £58,314) represents estimated future costs in relation to faulty or returned goods, calculated as a percentage of sales based on historic spend and return rates.

The dilapidations provision of £677,500 (2023: £616,518) represents amounts in respect of estimated dilapidations costs.

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31/5/24 31/5/23
value: £    £   
100 Ordinary 1 100 100

21. RESERVES

Group
Retained
earnings
£   

At 1 June 2023 917,909
Deficit for the year (2,876,602 )
At 31 May 2024 (1,958,693 )

Company
Retained
earnings
£   

At 1 June 2023 1,535,031
Deficit for the year (229,817 )
At 31 May 2024 1,305,214


22. PENSION COMMITMENTS

The group operates a defined contribution pension plan for its employees. The amount recognised as an expense in the period was £532,631 (2023 - £256,983). A balance of £326,169 (2023 - £37,790) was outstanding as at the year end in relation to pension commitments.

23. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Rapid Displays Inc..

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024

24. BUSINESS COMBINATIONS

On 1 June 2023, Outform Group EMEA Ltd acquired 100% of the ordinary share capital of Alrec UK Ltd, for a total consideration of £2.2m, all of which to be paid in cash.

Alrec UK Ltd held net assets at the date of acquisition of £25,717. This has given rise to a goodwill figure included in the accounts of £2,166,456. Management has estimated the useful life of this goodwill to be 10 years.




Note
Carrying
value

Adjustment

Fair Value
£ £ £

Property, plant and equipment 96,523 96,523

Cash and cash equivalents 53,917 53,917

Inventories 0 0

Trade and other receivables 904,500 904,500

Trade and other payables (912,262 ) (912,262 )

Provisions (132,500 ) (132,500 )

Deferred tax asset / (liability) 15,539 15,539
Total identifiable net assets 25,717
Acquisition cost (2,192,173 )

Goodwill 2,166,456



On 1 June 2023, Outform BV acquired 100% of the ordinary share capital of Alrec BV, for a total consideration of €3.2 (£2.7m), all of which to be paid in cash.

Alrec BV held net assets at the date of acquisition of £2,407,244. An adjustment to this figure has been made to remove the deferred tax asset held of £2,118,410. This has given rise to a goodwill figure included in the accounts of £2,419,445. Management has estimated the useful life of this goodwill to be 10 years.



Note
Carrying
value

Adjustment

Fair Value
£ £ £

Property, plant and equipment 339,788 339,788

Cash and cash equivalents 226,309 226,309

Inventories 57,191 57,191

Trade and other receivables 9,806,943 (2,118,410 ) 7,688,533

Trade and other payables (8,022,987 ) (8,022,987 )

Total identifiable net assets 2,407,244 (2,118,410 ) 288,834
Acquisition cost (2,708,279 )

Goodwill 2,419,445

Outform Group EMEA Ltd (Registered number: 06522213)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 May 2024



On 1 June 2023, Outform Group EMEA Ltd acquired 100% of the ordinary share capital of Alrec Sp Zoo, for a total consideration of €3.75 (£3.2m), all of which to be paid in cash.

Alrec Sp Zoo held net assets at the date of acquisition of £2,401,737. An adjustment to this figure has been made to remove the deferred tax asset held of £113,806. This has given rise to a goodwill figure included in the accounts of £920,086. Management has estimated the useful life of this goodwill to be 10 years.



Note
Carrying
value

Adjustment

Fair Value
£ £ £

Property, plant and equipment 563,005 563,005

Cash and cash equivalents 150,304 150,304

Inventories 1,271,268 1,271,268

Trade and other receivables 4,316,554 (113,806 ) 4,202,748

Trade and other payables (3,899,394 ) (3,899,394 )

Total identifiable net assets 2,401,737 (113,806 ) 2,287,931
Acquisition cost (3,208,017 )

Goodwill 920,086