| REGISTERED NUMBER: 02020412 (England and Wales) |
| Group Strategic Report, Directors' Report and |
| Consolidated Financial Statements |
| for the Year Ended 31st December 2024 |
| for |
| KROLL ASSOCIATES U.K. LIMITED |
| REGISTERED NUMBER: 02020412 (England and Wales) |
| Group Strategic Report, Directors' Report and |
| Consolidated Financial Statements |
| for the Year Ended 31st December 2024 |
| for |
| KROLL ASSOCIATES U.K. LIMITED |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Contents of the Consolidated Financial Statements |
| for the year ended 31st December 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Directors' Report | 6 |
| Independent Auditors' Report | 8 |
| Consolidated Statement of Comprehensive Income | 11 |
| Consolidated Statement of Financial Position | 12 |
| Company Statement of Financial Position | 13 |
| Consolidated Statement of Changes in Equity | 14 |
| Company Statement of Changes in Equity | 15 |
| Consolidated Statement of Cash Flows | 16 |
| Notes to the Consolidated Financial Statements | 17 |
| KROLL ASSOCIATES U.K. LIMITED |
| Company Information |
| for the year ended 31st December 2024 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditor |
| Office: Croydon - TC SWP |
| 3rd Floor, Suffolk House |
| George Street |
| Croydon |
| CR0 0YN |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Group Strategic Report |
| for the year ended 31st December 2024 |
| The directors present their Strategic Report for the Group for the year ended 31 December 2024. The Group includes the following entities: |
| Kroll Associates U.K. Limited |
| Kroll Advisory LLC |
| Kroll Consulting GmbH |
| Kroll Associates Iberia S.L |
| Kroll Associates Italy S.r.l. |
| Kroll Advisory Solutions LLC |
| Kroll Middle East Consultancy Limited |
| On 3 April 2024, Kroll Emerging Markets Ltd changed its name to Kroll Middle East Consultancy Limited. |
| On 14 February 2023 Kroll Advisory LLC was liquidated. This subsidiary was not trading and therefore the liquidation had no financial impact on the Group's comparative results. |
| REVIEW OF BUSINESS |
| The Group’s principal activity is the provision of advice, research and investigative services to clients. The Group’s profit and loss account on page 12 shows turnover of £45,865,491 (2023 - £49,818,835), and a profit for the financial period of £1,380,737 (2023 - loss of £2,547,172). |
| At the year end date, the Group reports a net asset position of £29,155,560 (2023 - £28,043,367). |
| KEY PERFORMANCE INDICATORS |
| 2024 | 2023 | Change |
| Indicator | (£ | ) | (£ | ) | (% | ) |
| Turnover | 45,865,491 | 49,818,835 | (8% | ) |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| Due to the nature of the Group’s business and the assets and liabilities contained within the Group’s balance sheet, the financial risks that the directors consider relevant are cash flow risk, credit risk and foreign currency risk. |
| Cash flow risk |
| The Group manages its cash resources by considering the forecast timing of cash flows from receipts and forecast cash flows from the payment of payroll costs, administrative expenses, bank interest and other liabilities, together with the timing of the repayment of intercompany balances. The timing of cash receipts and payments is reviewed on a monthly basis and any anticipated changes are considered in the light of future working capital requirements and availability of cash and Group borrowing facilities. |
| Credit risk |
| The Group’s financial assets are bank balances and trade and other debtors. The risk in relation to loans made to other group companies is mitigated to a very large extent by the close association between group companies, and the enhanced financial information made available by this association. The Group manages the credit risk on liquid funds by only dealing with reputed banks. The credit risk on trade debtor balances is mitigated by the Group’s credit control policies. |
| Foreign currency risk |
| The Group has subsidiaries based in Italy, Spain, Switzerland, Russia and UAE whose functional currencies are Euro, Swiss Franc, Ruble and Dirham. The foreign currency risk is mitigated by carrying out the majority of transactions in functional currency. The Company makes no use of derivatives or hedging transactions. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Group Strategic Report |
| for the year ended 31st December 2024 |
| Reputational risk |
| Some engagements bring a high level of risk because of reputational, legal, security or other issues. Kroll Associates U.K. Limited operates a Risk Committee Review process to assess these risks and determine what engagements should and should not be accepted. |
| Operational risk |
| Kroll Associates U.K. Limited is committed to fostering an organisational culture that reinforces integrity, security awareness, and the highest personal standards as the cornerstones of daily operations. By investment in attracting, retaining and developing the best talent, Kroll Associates U.K. Limited aims to mitigate operational risks facing the Group. |
| SECTION 172(1) STATEMENT |
| Section 172 of the Companies Act 2006 requires the Directors to take into consideration the interests of all stakeholders in promoting success of the Group and, in doing, to have regards to a range of matters, including: |
| - | the long-term consequences; |
| - | the interests of employees; |
| - | the interests of other key stakeholders; |
| - | the impact on the community and the environment; and |
| - | the desirability of maintaining a reputation for high standard of business conduct. |
| Long term consequences |
| Kroll strives to protect, restore and maximize value for our clients. The way we conduct our business must be aligned with the core values of the group: |
| - | Transparency |
| Delivering honest, objective insights to our clients, partners and colleagues. |
| - | Integrity |
| Acting as good corporate citizens by not compromising our ethics. |
| - | Professionalism |
| Upholding the highest standards of ethics and excellence. |
| - | Collaboration |
| Solving our clients’ most complex problems by working together across service lines and geographies in order to enhance the value we deliver. |
| - | Inclusivity |
| Treating people with respect and fostering a safe work environment, regardless of race, religion, colour, gender, age, marital status, national origin, sexual orientation, citizenship, veteran status or disability. |
| Maintaining a reputation for high standard of business conduct |
| Our reputation and continued success depend on the integrity of our behaviors, actions, and decisions. We conduct our business ethically and in compliance with applicable laws and regulations and we make choices based on our core values. This code provides fundamental principles and key policies reflecting our core values to guide our decisions and govern the conduct of our business. |
| Employees are in the best position to protect the Group’s reputation through their personal commitment to integrity and ethical behavior. We are each expected to be responsible for the following: |
| - | Understanding, staying apprised of and complying with our Code, Kroll policies, and all applicable laws and regulations. |
| - | Conducting ourselves according to the highest ethical, professional, and legal standards. |
| - | Seeking guidance if we have a question about our Code, our policies, or the law. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Group Strategic Report |
| for the year ended 31st December 2024 |
| Employees |
| Within the bounds of commercial confidentiality, the Group endeavors to keep staff at all levels informed of matters that affect the progress of the Group and are of interest to them as employees. The Group operates an equal opportunities policy. Factors such as gender, ethnic origin or disability should be ignored and any decision which is made with regard to employees should be irrespective of these. Discrimination in any form will not be tolerated under any circumstances within the Group. |
| Disabled persons are given full and fair consideration for all types of vacancy in as much as the opportunities available are constrained by practical limitations of the disability. Should, for whatever reason, an employee of the Group become disabled whilst in employment, ever step, where appropriate will be taken to assist with rehabilitation and suitable retraining. The Group maintains its own health, safety and environmental policies covering all aspects of its operations. Regular meetings and inspections take place to ensure all legal requirements are adhered to and that the Group is responsive to the needs of its employees and the environment. |
| Other key stakeholders |
| Kroll are committed to honest and ethical conduct in all our business activities and relationships with each other, our clients, suppliers, shareholders, regulators and other stakeholders. Kroll strives to protect, restore and maximize value for our clients. The way we conduct our business must be aligned with the core values of the Group, stated above. |
| Our reputation and continued success depend on the integrity of our behaviors, actions, and decisions. We conduct our business ethically and in compliance with applicable laws and regulations and we make choices based on our core values. This code provides fundamental principles and key policies reflecting our core values to guide our decisions and govern the conduct of our business. |
| All who work for, or on behalf of, Kroll, have a duty to demonstrate the highest standards of business conduct. Our Code applies to every officer, director, and employee, whether full-time or part-time, contract employee, temporary employee, intern, or anyone else acknowledging or providing a certification with respect to the Code. We also expect agents, vendors, suppliers, consultants, business partners, and third-party representatives to comply with the principles of the Code and uphold our core values when working for or on behalf of Kroll. |
| Community and Environment |
| We value our relationship with the community and strive to be responsible corporate citizens. Kroll maintains a robust Environmental, Social and Governance (ESG) program. |
| Charitable Contributions and Volunteering – we encourage and empower our people to make a positive contribution to society through charitable giving and volunteerism. Each year we set aside time to engage in acts of service in our local communities to make an impact as a team, and we encourage our colleagues to volunteer on their own. |
| Environmental Sustainability -We believe that a focus on sustainability is an important part of building lasting value. We expect our environmental program to protect the environment by reducing our carbon footprint and improving operational efficiency. We are committed to protecting the environment, reducing the footprint of our business operations, and providing an environmentally responsible and sustainable property portfolio across our offices. We demonstrate our dedication to sustainability by considering the environment in all of our business activities, conserving and protecting natural resources, and managing our use of energy and other resources responsibly. |
| STREAMLINED ENERGY AND CARBON REPORTING (SECR) |
| The SECR disclosure presents the Group’s carbon footprint within the United Kingdom from Scope 1,2 and 3 emissions based on SECR Legislation, an appropriate intensity metric and the total energy use of electricity, gas and transport fuel for the year ended 31 December 2024. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Group Strategic Report |
| for the year ended 31st December 2024 |
| Year ended 31 December 2024 |
| Total KWh | Conversion | tCO2e |
| factor* |
| Scope 1 - Gas | - | 0.2050 | - |
| Scope 2 - Indirect emissions from purchased electricity | 36,149 | 0.2049 | 7.41 |
| Scope 3 - Indirect emissions from business travel | 1,400 | 0.0398 | 0.056 |
| Year ended 31 December 2023 |
| Total KWh | Conversion | tCO2e |
| factor* |
| Scope 1 - Gas | - | 0.20496 | - |
| Scope 2 - Indirect emissions from purchased electricity | 51,819 | 0.20496 | 10,621 |
| Scope 3 - Indirect emissions from business travel | 2,369 | 0.03694 | 88 |
| Intensity measurement: Tco2W per FTE** | 0.057 |
| Electrical consumption: KWh | 37,549 |
| *The methodology used to calculate the Company's emissions is based on the "Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2020) issues by DEFRA and using the latest UK Government GHG Conversion Factors for Company Reporting. |
| **The emissions intensity calculation is based on a figure of 130 employees (2023 - 134) in 2024 within the UK. |
| ON BEHALF OF THE BOARD: |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Directors' Report |
| for the year ended 31st December 2024 |
| The directors present their report with the financial statements of the Company and the Group for the year ended 31st December 2024. |
| DIVIDENDS |
| No dividend have been paid or proposed during the period, or during the prior period. |
| DIRECTORS |
| The directors who have held office during the period from 1 January 2024 to the date of this report are as follows: |
| T J T Everett-Heath | - resigned on 17 July 2024 |
| P M Puzzuoli |
| C C Matteson | - appointed on 17 July 2024 |
| The Group had qualifying third party indemnity provisions for the benefit of its directors during the financial period and they remain in force at the date of this report. |
| BRANCHES OUTSIDE THE UK |
| The Company has branches located in Russia, Grenada, United Arab Emirates and Saudi Arabia (dormant). |
| CHANGE OF REGISTERED OFFICE |
| On 14 March 2025, the Company and Group changed its registered office from The Shard, 32 London Bridge Street, London, SE1 9SG to The News Building, 3 London Bridge, Street London, SE1 9SG. |
| GOING CONCERN |
| The directors believe the Group is well placed to manage its business risk successfully and to continue to be profitable for the foreseeable future. |
| The directors are of the opinion that the Group have adequate resources to continue operational activities and to meet their liabilities as they fall due for a period of at lease twelve months from the date of approval of the financial statements. |
| In light of the above, the directors believe it is appropriate to adopt the going concern basis of accounting in preparing the financial statements. |
| ENVIRONMENT |
| The Group recognises the importance of its environmental responsibilities and designs and implements policies to reduce any damage which might be caused by the Group’s activities. |
| MATTERS COVERED IN THE STRATEGIC REPORT |
| The principal risks and uncertainties facing the Group, the key financial performance indicators and Streamlined Energy and Carbon Reporting (SECR) have been considered in the Strategic Report. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Directors' Report |
| for the year ended 31st December 2024 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 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 directors are 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 each director 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, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| On 29 October 2024, the Group's auditor changed its name from Simpson Wreford & Partners to TC Group. |
| ON BEHALF OF THE BOARD: |
| Independent Auditors' Report to the Members of |
| Kroll Associates U.K. Limited |
| Opinion |
| We have audited the financial statements of Kroll Associates U.K. Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31st December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and 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 31st December 2024 and of the Group's profit 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 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 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 directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. |
| Independent Auditors' Report to the Members of |
| Kroll Associates U.K. Limited |
| 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 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: |
| - | 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 directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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 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 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| - | We obtained an understanding of the legal and regulatory framework applicable to the Group and the sector in which it operates, through discussions with management and those charged with governance, and also from our detailed understanding of the sector. We identified the United Kingdom Generally Accepted Accounting Practice and the Companies Act 2006, Data Protection Act 2018, Bribery Act 2010 and UK tax legislation as being of significance in the context of the Group and its ongoing activities. |
| - | We made enquiries with management and those charged with governance to confirm our understanding that the Group continued to comply with the applicable legal and regulatory frameworks, and also to confirm our understanding of the specific policies and procedures enlisted by the Company to ensure ongoing compliance. |
| - | We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud may occur, and gained an understanding of the Group's policies and procedures on fraud risks through discussion with the Group's management. |
| - | We considered the risk of material misstatement due to fraud as a result of possible management override of controls, and improper revenue recognition. To address these risks we tested the appropriateness of journal entries posted, reviewed those judgements made in making accounting estimates, and tested the application of revenue recognition and the cut-off of revenue. |
| - | We communicated those laws and regulations considered relevant to the Group, and potential fraud risks to all engagement team members, and consider that the engagement team had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations and remained alert to any indications of fraud throughout the audit. |
| Independent Auditors' Report to the Members of |
| Kroll Associates U.K. Limited |
| Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report. |
| 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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| For and on behalf of |
| Statutory Auditor |
| Office: Croydon - TC SWP |
| 3rd Floor, Suffolk House |
| George Street |
| Croydon |
| CR0 0YN |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Consolidated |
| Statement of Comprehensive |
| Income |
| for the year ended 31st December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| REVENUE | 5 | 45,865,491 | 49,818,835 |
| Cost of sales | (32,072,937 | ) | (36,893,888 | ) |
| GROSS PROFIT | 13,792,554 | 12,924,947 |
| Administrative expenses | (12,370,327 | ) | (14,469,967 | ) |
| OPERATING PROFIT/(LOSS) | 8 | 1,422,227 | (1,545,020 | ) |
| Interest receivable and similar income | 10 | 808,493 | 319,371 |
| 2,230,720 | (1,225,649 | ) |
| Interest payable and similar expenses | 11 | (1,074,383 | ) | (1,186,392 | ) |
| PROFIT/(LOSS) BEFORE TAXATION | 1,156,337 | (2,412,041 | ) |
| Tax on profit/(loss) | 12 | 224,400 | (135,131 | ) |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR | ( |
) |
| OTHER COMPREHENSIVE INCOME/(LOSS) |
| Currency translation differences | 102,641 | (908,584 | ) |
| Income tax relating to other comprehensive income/(loss) |
- |
- |
| OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR, NET OF INCOME TAX |
102,641 |
(908,584 |
) |
| TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR |
1,483,378 |
(3,455,756 |
) |
| Profit/(loss) attributable to: |
| Owners of the parent | 1,380,737 | (2,547,172 | ) |
| Total comprehensive income/(loss) attributable to: |
| Owners of the parent | 1,483,378 | (3,455,756 | ) |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Consolidated Statement of Financial Position |
| 31st December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 14 | 2,005,689 | 2,807,965 |
| Property, plant and equipment | 15 | 341,310 | 453,663 |
| Investments | 16 | - | - |
| 2,346,999 | 3,261,628 |
| CURRENT ASSETS |
| Debtors | 17 | 87,045,096 | 88,932,717 |
| Cash at bank | 2,105,947 | 2,036,450 |
| 89,151,043 | 90,969,167 |
| CREDITORS |
| Amounts falling due within one year | 18 | 62,242,760 | 65,424,630 |
| NET CURRENT ASSETS | 26,908,283 | 25,544,537 |
| TOTAL ASSETS LESS CURRENT LIABILITIES | 29,255,282 | 28,806,165 |
| CREDITORS |
| Amounts falling due after more than one year |
19 |
- |
(664,663 |
) |
| PROVISIONS FOR LIABILITIES | 21 | (99,722 | ) | (98,135 | ) |
| NET ASSETS | 29,155,560 | 28,043,367 |
| CAPITAL AND RESERVES |
| Called up share capital | 22 | 4,693,215 | 4,693,215 |
| Share premium | 23 | 42,283 | 42,283 |
| ESOP reserve | 23 | 980,580 | 1,351,765 |
| Currency translation reserve | 23 | 1,496,430 | 1,393,789 |
| Retained earnings | 23 | 21,943,052 | 20,562,315 |
| SHAREHOLDERS' FUNDS | 29,155,560 | 28,043,367 |
| The financial statements were approved by the Board of Directors and authorised for issue on 5th September 2025 and were signed on its behalf by: |
| P M Puzzuoli - Director |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Company Statement of Financial Position |
| 31st December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 14 |
| Property, plant and equipment | 15 |
| Investments | 16 |
| CURRENT ASSETS |
| Debtors | 17 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 18 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
19 |
( |
) |
| PROVISIONS FOR LIABILITIES | 21 | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 22 |
| Share premium | 23 |
| ESOP reserve | 23 |
| Retained earnings | 23 |
| SHAREHOLDERS' FUNDS |
| Company's profit/(loss) for the financial year | 501,793 | (1,377,070 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Consolidated Statement of Changes in Equity |
| for the year ended 31st December 2024 |
| Called up |
| share | Retained | Share |
| capital | earnings | premium |
| £ | £ | £ |
| Balance at 1st January 2023 | 4,693,215 | 23,109,487 | 42,283 |
| Changes in equity |
| Total comprehensive loss | - | (2,547,172 | ) | - |
| Balance at 31st December 2023 | 4,693,215 | 20,562,315 | 42,283 |
| Changes in equity |
| Total comprehensive income | - | 1,380,737 | - |
| Balance at 31st December 2024 | 4,693,215 | 21,943,052 | 42,283 |
| Currency |
| ESOP | translation | Total |
| reserve | reserve | equity |
| £ | £ | £ |
| Balance at 1st January 2023 | 815,390 | 2,302,373 | 30,962,748 |
| Changes in equity |
| Total comprehensive loss | - | (908,584 | ) | (3,455,756 | ) |
| Issue of shares held by ESOP to employees |
536,375 |
- |
536,375 |
| Balance at 31st December 2023 | 1,351,765 | 1,393,789 | 28,043,367 |
| Changes in equity |
| Total comprehensive income | - | 102,641 | 1,483,378 |
| Issue of shares held by ESOP to employees |
637,303 |
- |
637,303 |
| Transfer of recharge liability | (1,008,488 | ) | - | (1,008,488 | ) |
| Balance at 31st December 2024 | 980,580 | 1,496,430 | 29,155,560 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Company Statement of Changes in Equity |
| for the year ended 31st December 2024 |
| Called up |
| share | Retained | Share | ESOP | Total |
| capital | earnings | premium | reserve | equity |
| £ | £ | £ | £ | £ |
| Balance at 1st January 2023 |
| Changes in equity |
| Total comprehensive loss | - | ( |
) | - | ( |
) |
| Issue of shares held by ESOP to employees |
- |
- |
- |
391,030 |
391,030 |
| Balance at 31st December 2023 |
| Changes in equity |
| Total comprehensive income | - | - |
| Issue of shares held by ESOP to employees |
- |
- |
- |
530,825 |
530,825 |
| Transfer of recharge liability | - | - | - | (856,191 | ) | (856,191 | ) |
| Balance at 31st December 2024 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Consolidated Statement of Cash Flows |
| for the year ended 31st December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 28 | 1,040,402 | 2,620,349 |
| Net cash from operating activities | 1,040,402 | 2,620,349 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (69,682 | ) | (15,791 | ) |
| Loss on sale of tangible fixed assets | - | 14,186 |
| Interest received | 808,493 | 319,371 |
| Net cash from investing activities | 738,811 | 317,766 |
| Cash flows from financing activities |
| Interest charged on intercompany loans | (1,074,383 | ) | (1,186,392 | ) |
| Loan note payments to group undertakings | (700,000 | ) | - |
| Net cash from financing activities | (1,774,383 | ) | (1,186,392 | ) |
| Increase in cash and cash equivalents | 4,830 | 1,751,723 |
| Cash and cash equivalents at beginning of year |
29 |
2,036,450 |
1,675,457 |
| Effect of foreign exchange rate changes | 64,667 | (1,390,730 | ) |
| Cash and cash equivalents at end of year | 29 | 2,105,947 | 2,036,450 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements |
| for the year ended 31st December 2024 |
| 1. | STATUTORY INFORMATION |
| Kroll Associates U.K. Limited ('the Company') and its subsidiaries (together 'the Group') are a risk consulting firm operating in Europe and the Middle East. |
| The Company is a private company limited by shares and is incorporated in England, in the United Kingdom. The address of its registered office is The News Building, Level 6, 3 London Bridge Street, London, SE1 9SG. |
| 2. | STATEMENT OF COMPLIANCE |
| 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 Group and individual financial statements of Kroll Associates U.K. Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland" ("FRS 102") and the Companies Act 2006. |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These consolidated and separate financial statements are prepared on a going concern basis, under the historical cost convention. |
| The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group and Company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 4. |
| The Company has taken advantage of the exemption in section 408 of the Companies Act from disclosing its individual profit and loss account. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notification of, and no objection to, the use of exemptions by the Company's shareholders. |
| The Company has taken advantage of the following exemptions: |
| (i) | from preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows, included in these financial statements, includes the Company's cash flows; |
| (ii) | from the financial instrument disclosures required under FRS I 02 paragraphs 11.39 to 11.48A and paragraphs 12.26 to 12.29, as the information is provided in the consolidated financial statement disclosures, and; |
| (iii) | from disclosing of related party transactions with wholly-owned subsidiaries. |
| Basis of consolidation |
| The Group consolidated financial statements include the financial statements of the Company and all of its subsidiary undertakings together with the Group's share of the results of associates made up to 31 December. |
| A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the Group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity it accounts for that entity as a subsidiary. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial statements to apply the Group's accounting policies when preparing the consolidated financial statements. |
| An associate is an entity, being neither a subsidiary nor a joint venture, in which the Group holds a long-term interest and where the Group has significant influence. The Group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting. |
| Any subsidiary undertakings or associates sold or acquired during the period are included up to, or from, the dates of change of control or change of significant influence respectively. |
| Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified. |
| Where control of a subsidiary is achieved in stages, the initial acquisition that gave the Group control is accounted for as a business combination. Thereafter where the Group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities. |
| All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the Group's interest in the entity. |
| Revenue |
| Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for services rendered, net of returns, discounts and rebates allowed by the Group and valued added taxes. |
| The Group recognises revenue when it is probable that future economic benefits will flow to the entity and when the criteria as described below have been met. |
| Revenue from provision of services represents the value, both billed and unbilled, of services provided during the period, excluding amounts received in advance in respect of work to be performed after the period end exclusive of VAT. Revenue is recognised in accordance with contractual terms agreed with the third party, where the Group has the right to consideration. |
| Deferred revenue |
| Differences between the timing of billings and the recognition of revenue are recognised as either unbilled services or deferred revenue on the statement of financial position. Revenue recognised for services performed but not yet billed to clients has been recorded as unbilled services and disclosed as accrued income. Client prepayments are classified as deferred revenue and recognised as earned over the service period. |
| Goodwill |
| On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired. |
| Where the cost of the business combination is less than the fair value of the Group's interest in the assets, liabilities and contingent liabilities acquired, negative goodwill arises. The Group, after consideration of the assets, liabilities and contingent liabilities acquired and the cost of the combination, recognises negative goodwill on the balance sheet and releases this to profit and loss, up to the fair value of non-monetary assets acquired, over the periods in which the non-monetary assets are recovered and any excess over the fair value of non-monetary assets in the income statement over the period expected to benefit. |
| Goodwill is amortised on a straight-line basis over its estimated useful economic life of 6 years, |
| Investments - company |
| Investments in a subsidiary company is held at cost less accumulated impairment losses. |
| Investment in an associate is held at cost less accumulated impairment losses. |
| Tangible fixed assets |
| Tangible assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. |
| Depreciation is provided on all tangible fixed assets (except assets under construction), at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows: |
| Leasehold improvements | - Shorter of life of the lease and 10 years |
| Fixtures and equipment | - Between 3 - 5 years straight line |
| The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively. |
| Subsequent costs, including major inspections, are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that economic benefits associated with the item will flow to the Group and the cost can be measured reliably. |
| The carrying amount of any replaced component is derecognised. Major components are treated as a separate asset where they have significantly different patterns of consumption of economic benefits and are depreciated separately over its useful life. |
| Repairs, maintenance and minor inspection costs are expensed as incurred. |
| Costs incurred in the course of construction are capitalised and depreciated when the asset is available for use. |
| Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in profit or loss and included in 'Operating profit'. |
| Leased assets |
| Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Impairment of non-financial assets |
| At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset's cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset's cash generating unit) is compared to the carrying amount of the asset (or asset's cash generating unit). |
| The recoverable amount of the asset (or asset's cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's (or asset's cash generating unit) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset. |
| If the recoverable amount of the asset (or asset's cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit and loss. |
| If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset's cash generating unit) is increased to the revised estimation of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account. |
| Creditors |
| Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
| Debtors |
| Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
| Financial instruments |
| The Group has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. |
| (i) | Financial assets |
| Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, 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.Such assets are subsequently carried at amortised cost using the effective interest method. |
| At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit and loss. |
| If there is 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. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Other financial assets, including investments in equity instruments which are not subsidiaries, associated or joint ventures are initially measured at fair value, which is normally the transaction price. |
| Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
| Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
| (ii) | Financial liabilities |
| Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 receipts discounted at a market rate of interest. |
| Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. |
| Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
| (iii) | Offsetting |
| 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. |
| Taxation |
| Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively |
| Taxation |
| Current tax is the amount of income tax payable in respect of the taxable profit for the financial period or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. |
| Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These 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 recognised on all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Foreign currencies |
| Functional and presentation currency |
| The Group financial statements are presented in pound sterling, rounded to the nearest pound. The Company's functional and presentation currency is the pound sterling. |
| 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 nonmonetary 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 profit and loss account. |
| Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents, and all other foreign exchange gains and losses are presented in the profit and loss account within 'Operating profit'. |
| Translation |
| The trading results of Group undertakings are translated into sterling at the average exchange rates for the period. The assets and liabilities of overseas undertakings, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates ruling at the period end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in 'Other comprehensive income' and allocated to non-controlling interest as appropriate. |
| Employee benefits |
| The Group provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and a defined contribution pension plan. |
| Short term benefits |
| Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received. |
| Defined contribution plans |
| The Group participates in a defined contribution pension scheme (note 23) and the amount charged to the profit and loss account in respect of pension costs and other post-retirement benefits is the contributions payable in the period. Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments in the Balance Sheet. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Share based payments |
| Equity settled share-based awards are measured at fair value on the grant date. The fair value of equity awards determined at the grant date is expensed on a graded vesting or straight-line basis over the vesting period, and a credit is recognised in equity - "ESOP reserve". |
| Forfeitures of equity awards are recognised in administrative expenses when they occur. |
| Straight line basis is used to record expense in relation with the continued service of the employee over the vesting period. |
| For share based awards, a weighting of the income and market approach is used in the calculation of the Delta Parent Holdings implied price per share as determined by a third-party valuation service. |
| Share based awards issued by Delta Parent Holdings, Inc. are granted directly to the employees of the Group. Share based awards granted directly to employees of the Group are subject to a chargeback agreement with Delta Parent Holdings, Inc. whereby the Group is recharged for the difference between the fair value and the exercise price of the instrument upon settlement. All payments in connection with the chargeback agreement from the company to Delta Parents Holdings, Inc. will be treated as a return of equity. |
| The company values the non-qualified stock options that vest based on the passage of time using the Black-Scholes method and the binomial valuation model for performance based vesting. Volatility is based on the average historical equity volatility of the Delta Parent Holdings, Inc closest peer group. |
| Restricted cash awards |
| Restricted cash awards ("RCA") are granted as a form of incentive compensation to certain directors and employees of the Group. Employees have a right to receive a cash payment from the Group upon the each anniversary of the date of the RCA being granted. The payment of this consideration is related to the retention of the directors and employees over a three year period from the date of the grant of the RCA. |
| Share capital |
| Ordinary shares are class/tied as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a reduction, net of tax, from the proceeds. |
| Distributions to equity holders |
| Dividends and other distributions to the Group's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity. |
| 4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| The Group makes estimated and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. |
| Work in progress valuation |
| Work in progress is measured by recording employee and subcontractor time as it is worked, plus any associated recoverable costs as they arise. Management make ongoing judgements concerning the recoverability of work in progress taking into account factors including stage of work performed, ageing of unbilled work, and client liquidity. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| Valuation of amounts recoverable on contracts and recognition of revenue |
| Revenue is recognised in accordance with the policy set out earlier and involves the judgments stated within that note. Where work is in progress at the end of the year and the right to consideration is being accrued as the work is performed, management will assess their expectation of the amount they have earned as at the year end and if it is not invoiced, accrue that revenue. |
| Impairment of intangible assets and goodwill |
| The Group considers whether intangible assets and or goodwill are impaired by assessing whether the book value of the asset exceeds the future cash flows of the asset. Where an indication of impairment is identified the estimation of recoverable value requires the estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of these cash flows. |
| Estimate of useful life |
| The useful economic lives are assessed by reference to the length of time over which assets are likely to provide economic benefit to the Group. When determining the useful life of goodwill from business combinations, the following factors are considered: |
| - | expected period over which synergies are realised from the business combination |
| - | expected period over which the business combination earns excess returns |
| - | expected period to achieve a business combination's objectives |
| - | expected payback period |
| Key management personnel |
| Key management personnel are considered to be the directors of the company and group. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the group, directly or indirectly. |
| Valuation of share options |
| The group valued the non-qualified stock options that vest based on the passage of time using the Black-Scholes method. Volatility was based on the average historical equity volatility of Kroll's closest peer group. The key assumptions used to calculate the grant date fair values of the non-qualified stock options issues during 2024 are as follows: |
| Time-based | Performance based |
| Risk-free interest rate | 4.24% - 4.28% | 4.39% |
| Expected options life (years) | 1.8 - 6.5 | 3.0 |
| Volatility | 44.0% - 45.0% | 43.0% |
| 5. | REVENUE |
| All revenue is attributable to the principal activity of the Group. |
| Contributions to revenue and profit before taxation by geographical market have been omitted, as the directors believe disclosure would be detrimental to business. |
| 6. | EMPLOYEES AND DIRECTORS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Wages and salaries | 18,071,536 | 17,698,371 |
| Social security costs | 4,812,353 | 5,480,348 |
| Other pension costs | 743,533 | 838,471 |
| 23,627,422 | 24,017,190 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 6. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 31.12.24 | 31.12.23 |
| Fee earning | 185 | 195 |
| Administration | 11 | 12 |
| 7. | DIRECTORS' EMOLUMENTS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration | 350,864 | 550,000 |
| Amounts receivable under long term incentive schemes | 13,866 | 121,380 |
| Pension contributions to defined contribution pension schemes | 81,806 | 15,084 |
| 446,536 | 686,464 |
| Only one director received remuneration from the Company during the year (and in the prior year). This director also accrued benefits under the Company's money purchase pension scheme during the period. The director resigned from the Board on 17th July 2024, but remained an employee of the Company thereafter. Accordingly, the emoluments disclosed above relate to the period from 1 January 2024 to 17 July 2024 in respect of their service as a director. |
| The other director of the Company received remuneration from Kroll LLC. The Director's services to this Company are not significant compared to their services for the other companies in the group and therefore their emoluments are deemed to be wholly attributable to Kroll LLC; accordingly the Director received no remuneration for the services to the Company (2023 - £Nil). |
| Therefore the information as presented above represents the emoluments paid to the highest paid director. |
| The amounts receivable under long-term incentive schemes relate to share based payments (see note 26). |
| 8. | OPERATING PROFIT/(LOSS) |
| The operating profit (2023 - operating loss) is stated after charging: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Depreciation - owned assets | 167,514 | 180,576 |
| Goodwill amortisation | 802,276 | 802,276 |
| Foreign exchange differences | 74,346 | 1,489,192 |
| Operating lease rentals | 504,821 | 1,017,482 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 9. | AUDITORS' REMUNERATION |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Fees payable to the Company's auditors for the audit of the |
| Company's annual financial statements: |
| - Company | 62,000 | 60,000 |
| - Subsidiaries | 6,250 | 6,000 |
| Fees payable to the Company's auditors for other services | 6000 | 5,500 |
| 74,250 | 71,500 |
| 10. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Bank interest | 19,056 | 17,406 |
| Intercompany loan interest | 789,437 | 301,965 |
| 808,493 | 319,371 |
| 11. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Intercompany loan interest | 1,074,383 | 1,186,392 |
| 12. | TAXATION |
| Analysis of the tax (credit)/charge |
| The tax (credit)/charge on the profit for the year was as follows: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Current tax: |
| UK corporation tax | (47,516 | ) | - |
| Foreign corporation tax | 450,880 | 47,619 |
| Prior year adjustments | 44,282 | (451,019 | ) |
| Total current tax | 447,646 | (403,400 | ) |
| Deferred tax: |
| Timing differences | 84,832 | 747,438 |
| Prior year adjustments | (756,878 | ) | (266,714 | ) |
| Changes in tax rates | - | 57,807 |
| Total deferred tax | (672,046 | ) | 538,531 |
| Tax on profit/(loss) | (224,400 | ) | 135,131 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 12. | TAXATION - continued |
| Reconciliation of total tax (credit)/charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit/(loss) before tax | 1,156,337 | (2,412,041 | ) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 23.520 %) |
289,084 |
(567,312 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 367,257 | 150,263 |
| Income not taxable for tax purposes | - | (2,096 | ) |
| Adjustments to tax charge in respect of previous periods | 44,282 | - |
| Deferred tax adjustments in respect of prior periods | (756,878 | ) | (717,733 | ) |
| Effects of overseas tax rates | 2,102 | 445,191 |
| Effect of changes in tax rates | - | 57,808 |
| Other movements | (170,247 | ) | (112,344 | ) |
| Effects of group relief | - | 881,354 |
| Total tax (credit)/charge | (224,400 | ) | 135,131 |
| Tax effects relating to effects of other comprehensive income |
| 31.12.24 |
| Gross | Tax | Net |
| £ | £ | £ |
| Currency translation differences | 102,641 | - | 102,641 |
| 31.12.23 |
| Gross | Tax | Net |
| £ | £ | £ |
| Currency translation differences | (908,584 | ) | - | (908,584 | ) |
| The Finance Act 2021 included measures to increase the standard rate of UK corporation tax to 25% with effect from 1 April 2023. The Finance Act 2021 was enacted in June 2021 and accordingly, this rate is applicable to the measurements of deferred tax balances at 31 December 2024. |
| The Group is within the scope of the Pillar Two legislation. In response to the Pillar Two rules, in July 2023 amendments were made to FRS 102 that include a temporary exception to the accounting for deferred tax arising from Pillar Two legislation. The Group has applied this mandatory temporary exception for the current year, which did not have a material impact to the consolidated financial statements. |
| 13. | 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. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 14. | INTANGIBLE FIXED ASSETS |
| Group |
| Negative |
| Goodwill | goodwill | Totals |
| £ | £ | £ |
| COST |
| At 1st January 2024 |
| and 31st December 2024 | 4,813,654 | (5,498,789 | ) | (685,135 | ) |
| AMORTISATION |
| At 1st January 2024 | 2,005,689 | (5,498,789 | ) | (3,493,100 | ) |
| Amortisation for year | 802,276 | - | 802,276 |
| At 31st December 2024 | 2,807,965 | (5,498,789 | ) | (2,690,824 | ) |
| NET BOOK VALUE |
| At 31st December 2024 | 2,005,689 | - | 2,005,689 |
| At 31st December 2023 | 2,807,965 | - | 2,807,965 |
| An amount of £5,498,789 negative goodwill was recognised on the acquisition of I 00% of the share capital of Kroll Emerging Markets Ltd on 28 November 2017 from Kroll Holdings Inc, being the excess of net assets acquired over consideration paid. The negative goodwill was amortised to the Statement of Comprehensive Income over a period of four years, with the final amortisation release of £1,260,139 recorded for the year ended 31 December 2021. |
| An amount of £4,813,654 was recognised as goodwill on the purchase of assets from IT Group UK Limited on 30 June 2021. The goodwill is being amortised to the Statement of Comprehensive Income over a period of six years, with a remaining amortisation period of 2.5 years. |
| Company |
| Goodwill |
| £ |
| COST |
| At 1st January 2024 |
| and 31st December 2024 |
| AMORTISATION |
| At 1st January 2024 |
| Amortisation for year |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| At 31st December 2023 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 15. | PROPERTY, PLANT AND EQUIPMENT |
| Group |
| Fixtures |
| Short | and |
| leasehold | fittings | Totals |
| £ | £ | £ |
| COST |
| At 1st January 2024 | 198,065 | 1,270,080 | 1,468,145 |
| Additions | - | 69,682 | 69,682 |
| Exchange differences | - | (15,567 | ) | (15,567 | ) |
| At 31st December 2024 | 198,065 | 1,324,195 | 1,522,260 |
| DEPRECIATION |
| At 1st January 2024 | 182,964 | 831,518 | 1,014,482 |
| Charge for year | 4,120 | 163,394 | 167,514 |
| Exchange differences | - | (1,046 | ) | (1,046 | ) |
| At 31st December 2024 | 187,084 | 993,866 | 1,180,950 |
| NET BOOK VALUE |
| At 31st December 2024 | 10,981 | 330,329 | 341,310 |
| At 31st December 2023 | 15,101 | 438,562 | 453,663 |
| Company |
| Fixtures |
| Short | and |
| leasehold | fittings | Totals |
| £ | £ | £ |
| COST |
| At 1st January 2024 |
| Additions |
| At 31st December 2024 |
| DEPRECIATION |
| At 1st January 2024 |
| Charge for year |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| At 31st December 2023 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 16. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1st January 2024 |
| and 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| At 31st December 2023 |
| Subsidiary undertakings |
| The following were subsidiary undertakings of the Company: |
| Subsidiary | Country of | Registered |
| undertaking | Incorporation | Address |
| Kroll Consulting GmbH | Switzerland | Bleicherweg 10, 8002 Zurich, |
| Switzerland |
| Kroll Associates Iberia S.L. | Spain | Paseo de la Castellana, 81 – 24ª |
| 28046 Madrid, Spain |
| Kroll Associates Italy S.R.L. | Italy | Piazza Della Repubblica 24, 20124, |
| Milan, Italy |
| Kroll Advisory Solutions LLC | Russia | Shabolovka str. 2, floor 2, office 2, |
| 119049, Moscow, Russia |
| Kroll Middle East Consultancy Limited | UAE | Unit 701/702, Level 7m Liberty House |
| DIFC, Dubai, 506829, UAE |
| All holdings represent 100% of ordinary shares, and are included within the consolidation. All subsidiary companies are directly owned by the company. |
| All subsidiary undertaking principal activity is that of investigative and intelligence services. |
| The directors believe that the carrying value of the investments is supported by their underlying net assets. |
| On 3 April 2024, Kroll Emerging Markets Ltd changed its name to Kroll Middle East Consultancy Limited. |
| On 14 February 2023 Kroll Advisory LLC was liquidated. This subsidiary was not trading and therefore the liquidation had no financial impact on the Group's comparative results. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Trade debtors | 15,291,207 | 19,691,140 |
| Amounts owed by group undertakings | 52,066,044 | 54,474,825 |
| Other debtors | 2,314,292 | 1,259,473 |
| Tax | - | 40,841 |
| Deferred tax asset | 1,012,424 | 340,379 | 784,017 | - |
| Prepayments and accrued income | 16,361,129 | 13,126,059 |
| 87,045,096 | 88,932,717 |
| Deferred tax asset |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Deferred tax | 1,012,424 | 340,379 | 784,017 | - |
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand. |
| Trade debtors include a Group provision of £3,901,727 (2023 - £3,740,011) and Company provision of £2,486,421 (2023 - £2,530,067). |
| 18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Trade creditors | 1,092,472 | 699,904 |
| Amounts owed to group undertakings | 28,671,847 | 33,534,435 |
| Tax | 392,117 | - |
| Social security and other taxes | 925,269 | 1,288,864 |
| Other creditors | 1,806,361 | 1,368,248 |
| Loan notes owed to group |
| undertakings | 12,888,619 | 12,685,947 | 11,740,224 | 10,926,798 |
| Restricted cash awards | 302,113 | 333,243 | 216,647 | 246,739 |
| Accruals and deferred income | 16,163,962 | 15,513,989 |
| 62,242,760 | 65,424,630 |
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. Loan notes due to group undertakings are repayable on demand and interest is payable at 2.00% + LIBOR and at 4.25% + LIBOR. |
| 19. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 31.12.24 | 31.12.23 | 31.12.24 | 31.12.23 |
| £ | £ | £ | £ |
| Accruals and deferred income | - | 664,663 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 20. | FINANCIAL INSTRUMENTS |
| Group |
| The Group has the following financial instruments: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Financial assets at fair value through profit or loss |
| Cash at bank and in hand | 2,105,947 | 2,036,450 |
| Financial assets that are debt instruments measured at amortised cost: |
| Trade debtors | 15,291,207 | 19,691,140 |
| Amounts owed by group undertakings | 52,066,044 | 54,474,825 |
| Accrued income | 15,067,308 | 12,002,635 |
| Other debtors | 2,062,206 | 1,259,473 |
| 84,486,765 | 87,428,073 |
| Financial liabilities measured at amortised cost |
| Trade creditors | 1,092,472 | 699,904 |
| Amounts owed to group undertakings | 28,671,847 | 33,534,435 |
| Accruals | 1,371,217 | 1,771,066 |
| 31,135,536 | 36,005,405 |
| Company |
| The Company has the following financial instruments: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Financial assets at fair value through profit or loss |
| Cash at bank and in hand | 139,057 | 307,675 |
| Financial assets that are debt instruments measured at amortised cost: |
| Trade debtors | 12,843,125 | 15,027,714 |
| Amounts owed by group undertakings | 35,694,492 | 43,269,109 |
| Accrued income | 11,141,692 | 10,718,754 |
| Other debtors | 1,433,483 | 199,032 |
| 61,112,792 | 69,214,609 |
| Financial liabilities measured at amortised cost |
| Trade creditors | 740,519 | 426,050 |
| Amounts owed to group undertakings | 25,713,387 | 35,249,356 |
| Accruals | 502,074 | 321,001 |
| 26,955,980 | 35,996,407 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 21. | PROVISIONS FOR LIABILITIES |
| Company |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Deferred tax | - | 35,243 |
| Other provisions | - | - |
| Aggregate amounts | - | 35,243 |
| Group |
| Deferred |
| tax | Dilapidations |
| £ | £ |
| Balance at 1st January 2024 | (340,379 | ) | 98,135 |
| (Credit)/charge to Statement of Comprehensive Income during year | (672,045 | ) | 1,587 |
| Balance at 31st December 2024 | (1,012,424 | ) | 99,722 |
| Company |
| Deferred |
| tax | Dilapidations |
| £ | £ |
| Balance at 1st January 2024 |
| Credit to Statement of Comprehensive Income during year | ( |
) |
| Unwind of discount |
| Balance at 31st December 2024 | ( |
) |
| As part of the Group's property leasing arrangement there is an obligation to repair damages which incur during the life of the lease, such as wear and tear |
| The cost is charged to the profit and loss account as the obligation arises. |
| 22. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary | 1 | 4,693,215 | 4,693,215 |
| All shares carry full voting, dividend and capital distribution rights. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 23. | RESERVES |
| Group |
| Currency |
| Retained | Share | ESOP | translation |
| earnings | premium | reserve | reserve | Totals |
| £ | £ | £ | £ | £ |
| At 1st January 2024 | 20,562,315 | 42,283 | 1,351,765 | 1,393,789 | 23,350,152 |
| Profit for the year | 1,380,737 | 1,380,737 |
| Currency translation |
| differences | - | - | - | 102,641 | 102,641 |
| Issue of shares held by ESOP to employees |
- |
- |
637,303 |
- |
637,303 |
| Transfer of recharge liability | - | - | (1,008,488 | ) | - | (1,008,488 | ) |
| At 31st December 2024 | 21,943,052 | 42,283 | 980,580 | 1,496,430 | 24,462,345 |
| Company |
| Retained | Share | ESOP |
| earnings | premium | reserve | Totals |
| £ | £ | £ | £ |
| At 1st January 2024 | 9,394,751 |
| Profit for the year |
| Issue of shares held by ESOP to employees |
- |
- |
530,825 |
530,825 |
| Transfer of recharge liability | - | - | (856,191 | ) | (856,191 | ) |
| At 31st December 2024 | 9,571,178 |
| The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium. |
| 24. | PENSION COMMITMENTS |
| The Group operates a defined contribution personal pension scheme. |
| The assets of the scheme are held separately from those of the Group in an independent administered fund. |
| The amount charged to the profit and loss account in respect of pension costs and other post retirement benefits for the current period is £743,533 (2023 - £838,471). |
| The accrued payable balance outstanding at the year end in relation to defined contribution schemes was £Nil (2023 - £Nl). |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 25. | RELATED PARTY DISCLOSURES |
| No disclosure has been made of transactions with a wholly owned group company in accordance with FRS 102 Section 33 paragraph 33.1A. |
| Key management personnel are considered to be the directors of the company as they have the authority and responsibility for the planning, directing and controlling activities of the company. The director’s emoluments have been disclosed in note 6. |
| The following transactions occurred during the year with Kroll entities. All parties are related parties by virtue of being under common control. |
| Continued | Net value of | Balance as | Balance as |
| transactions | at 31-12-23 | at 31-12-24 |
| £ | £ | £ |
| Kroll (HK) Limited | (229,101 | ) | 53,832 | (175,269 | ) |
| Duff & Phelps Global LLP India | 7,009 | (7,009 | ) | - |
| Kroll Advisory (BVI) Ltd | 22,089 | 20,950 | 43,039 |
| PT Kroll Consulting Indonesia | (6,287 | ) | (1,584 | ) | (7,871 | ) |
| Kroll Australia Trust | (4,111 | ) | - | (4,111 | ) |
| 26. | ULTIMATE CONTROLLING PARTY |
| The immediate parent company of Kroll Associates U.K. Limited is Kroll Holdings, LLC., a company incorporated in the USA. As at the period end, the largest group in which the results of the Company are consolidated is Kroll MidCo Corporation, a company incorporated in the USA and ultimately majority owned by T-VIII Co-Invest-A LP, a Limited Partnership registered in the USA. T-VIII Co-Invest-A LP is the ultimate parent undertaking and controlling party of this entity. |
| 27. | SHARE-BASED PAYMENTS AND EMPLOYEE AWARDS |
| Delta Parent Holdings Inc Equity Incentive Plan |
| Non-qualified stock options were granted to certain employees of the Group as compensation for services with exercise prices equal to the fair value of the common stock of Delta Parent Holdings Inc. on the grant date. The non-qualified stock options are subject to vesting under the following criteria: |
| - | Time - Subject to continued employment through the applicable vesting dates, the non-qualified stock options vest and become exercisable in five equal instalments on each of the first five anniversaries of the grant date or upon a change of control. The Group recognises expense for these awards on a straight-line basis over the requisite service period. |
| - | Performance - Subject to continued employment through the applicable vesting date, the non-qualified stock options vest and become exercisable only upon I.) the occurrence of a change of control, and 2.) the achievement of a specified multiple of money, denominated in Euros, or internal rate of return target as defined in the non-qualified stock option agreements. Given the dual requirements required for vesting, the Group will recognise the expense associated with performance options upon a change of control based on the grant date fair value of the underlying awards regardless of the satisfaction of the multiple of money or internal rate of return criteria. |
| Delta Parent Holdings, Inc has granted its shares directly to the employees of the Group. The transaction is treated as an equity settled share based payment; this is because the Group do not have an obligation to settle the award. An expense is recognised in the Group' Statement of Comprehensive Income for the grant date fair value of the share-based payment over the vesting period and a credit is recognised in equity. |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| A reconciliation of share option movements over the year to 31 December 2024 is shown below: |
| 2024 | 2023 |
| No. | Weighted | No. | Weighted |
| average | average |
| exercise | exercise |
| price | price |
| £ | £ |
| Outstanding at 1 January | 1,290 | 461.78 | 2,250 | 312.59 |
| Granted | - | - | 20 | 518.33 |
| Forfeited | - | - | (647) | 326.67 |
| Exercised | (57) | 350.81 | (333) | 323.33 |
| Expired | - | - | - | - |
| Outstanding at 31 December | 1,233 | 466.91 | 1,290 | 305.93 |
| Exercisable at 31 December | 449 | - | - |
| The Group valued the non-qualified stock options that vest based on the passage of time using the Black-Scholes method. The Group valued the non-qualified stock options that vest based on performance using a binomial valuation model. |
| Restricted Stock Units Incentive Plan |
| Restricted stock units were granted to employees of the Group as compensation for service. Subject to continued employment through the applicable vesting dates, the restricted stock units vest in two equal instalments within approximately 15 months of the grant date in three equal instalments on each of the first three anniversaries of the grant date, or upon change of control. |
| Delta Parent Holdings, Inc has granted its shares directly to the employees of the Group. The transaction is treated as an equity settled share based payment; this is because the Group do not have an obligation to settle the award. An expense is recognised in the Group' Statement of Comprehensive Income for the grant date fair value of the share-based payment over the vesting period and a credit is recognised in equity. |
| A reconciliation of restricted stock unit movements over the year to 31 December 2024 is shown below: |
| 2024 | 2023 |
| No. | Weighted | No. | Weighted |
| average | average |
| fair value on | fair value on |
| grant date | grant date |
| £ | £ |
| Outstanding at 1 January | 1,343.51 | 1,324.63 | 442.84 | 1,382.12 |
| Granted | 381.44 | 1,151.46 | 1,308.23 | 1,333.33 |
| Forfeited / cancelled | (191.39) | 1,213.06 | (235.33) | 1,440.11 |
| Converted into Delta Holding Equity | (588.56) | 1,295.04 | (172.23) | 1,380.73 |
| Transferred in / (out) | 59.54 | 1,304.99 | - | - |
| Outstanding at 31 December | 1,004.54 | 1,296.31 | 1,343.51 | 1,324.63 |
| Exercisable at 31 December | - | - | - | - |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| The Group valued the non-qualified stock options that vest based on the passage of time using the Black-Scholes method. The Group valued the non-qualified stock options that vest based on performance using a binomial valuation model. |
| These awards are recognised as an expense on a straight-line basis over the vesting periods of the awards with a corresponding increase in equity. |
| Delta Parent Holdings Inc - Restricted Stock Units |
| In connection with the Group’s acquisitions, certain parties received restricted stock. Subject to continued employment through the applicable vesting dates, the restricted stock units vest in two equal instalments within approximately 15 months of the grant date, in three equal instalments on each of the first three anniversaries of the grant date, in four equal installments on each of the first four anniversaries of the grant date, or upon change of control. |
| Delta Parent Holdings, Inc has granted this units directly to the employees of the Group. The transaction is treated as an equity settled share based payment; this is because the Group does not have an obligation to settle the award. An expense is recognised in the Group’s Statement of Comprehensive Income for the grant date fair value of the share based payment over the vesting period and a credit is recognised in equity. |
| A reconciliation of restricted stock units movements over the year to 31 December 2024 is shown below: |
| 2024 | 2023 |
| No. | Weighted | No. | Weighted |
| average | average |
| exercise | exercise |
| price | price |
| £ | £ |
| Outstanding at 1 January | 422 | 798 | 422 | 798 |
| Granted | - | - | - | - |
| Forfeited | - | - | - | - |
| Exercised | (422) | 798 | - | - |
| Expired | - | - | - | - |
| Outstanding at 31 December | - | - | 422 | 798 |
| Exercisable at 31 December | - | - |
| For both the Delta Incentive Plan and the RSU Incentive Plan, the company has a chargeback agreement with Delta Parent Holdings, Inc., whereby the Group has agreed with Delta Parent Holdings Inc (a) upon the exercise at any time of a stock options granted to an employee under the plan, the company is obligated to pay an amount equal to the difference between the fair market value of the underlying stock at the time of such exercise and the exercise price paid by the employee upon exercise of that Stock option; and (b) upon the vesting of any restricted stock units granted to an employee under the plan, the Group is obligated to pay an amount equal to the fair market value of the shares of stock received by the employee on the vesting date. This chargeback liability is treated as a return of equity. |
| At 31 December 2024, the Group has recognised a total of £980,580 (2023 - £1,351,765) within the ESOP reserve within equity in respect of these awards, which includes a net off recharge liability of £1,008,488 (2023 - £Nil). The charge for the year included in the Consolidated Statement of Comprehensive Income was £637,303 (2023 - £537,375). |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| Restricted cash awards |
| Restricted cash awards ("RCA")) are granted as a form of incentive compensation to certain directors and employees of the Group. |
| Employees have a right to receive a cash payment from the Group upon the third anniversary of the date of the RCAs being granted. |
| The payment of this consideration is related to the retention of the directors and employees over a three year period from the date of the grant of the RCAs. |
| Included in Creditors: amounts falling due in less than one year (note 18) is an amount of £280,715 (2023 - £333,243 ). |
| 28. | RECONCILIATION OF PROFIT/(LOSS) FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Profit/(loss) for the financial year | 1,380,737 | (2,547,172 | ) |
| Depreciation charges | 167,518 | 180,576 |
| Amortisation of intangible fixed assets | 802,276 | 802,276 |
| Movement in ESOP reserve | 637,303 | 536,375 |
| Finance costs | 1,074,383 | 1,186,392 |
| Finance income | (808,493 | ) | (319,371 | ) |
| Taxation | (224,400 | ) | 135,131 |
| 3,029,324 | (25,793 | ) |
| Decrease/(increase) in trade and other debtors | 1,913,640 | (18,529,999 | ) |
| (Decrease)/increase in trade and other creditors | (3,902,562 | ) | 21,176,141 |
| Cash generated from operations | 1,040,402 | 2,620,349 |
| 29. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31st December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 2,105,947 | 2,036,450 |
| Year ended 31st December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 2,036,450 | 1,675,457 |
| KROLL ASSOCIATES U.K. LIMITED (REGISTERED NUMBER: 02020412) |
| Notes to the Consolidated Financial Statements - continued |
| for the year ended 31st December 2024 |
| 30. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 2,036,450 | 69,497 | 2,105,947 |
| 2,036,450 | 69,497 | 2,105,947 |
| Total | 2,036,450 | 69,497 | 2,105,947 |
| 31. | ANALYSIS OF CHANGES IN NET DEBT |
| Cash at bank | Debt due in | Debt due |
| bank and | less than | after 1 |
| in hand | 1 year | year | Total |
| £ | £ | £ | £ |
| Balance at 1 January 2023 | 2,036,450 | (12,685,947 | ) | - | (10,649,497 | ) |
| Cash flows | 4,830 | 700,000 | - | 714,160 |
| Exchange rate movements | 64,667 | - | - | 64,667 |
| Other non-cash changes | - | (902,672 | ) | - | (902,672 | ) |
| Balance at 31 December 2023 | 2,105,947 | (12,888,619 | ) | - | (10,782,672 | ) |