Twist Mktg Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 09017475 (England and Wales)
Twist Mktg Limited
Company Information
Directors
M Holt
B Murphy
S Narayanan
J Lupinacci
(Appointed 18 April 2025)
Secretary
C Eberle
Company number
09017475
Registered office
10 Chiswell Street
London
England
EC1Y 4UQ
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Twist Mktg Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 28
Twist Mktg Limited
Strategic Report
For the year ended 31 December 2024
Page 1

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

Fair review of the business

The company, incorporated in England and Wales in the United Kingdom, is a wholly owned subsidiary of Real Chemistry International LLC (previously AJW Communications LLC), incorporated in the United States of America.

The results of the company for the year are set out in the Statement of Comprehensive Income. The company made a profit before tax of £296,937 (2023: £704,537). Profit before tax excluding transfer pricing is £2,276,355 (2023: £11,431,020).

The company generated turnover of £8,283,888 in 2024, compared to £18,068,289 in 2023, a decrease of 54%. The decrease is attributed to a reduction in activity, resulting from the transfer of activity to Weisscomm Partners Limited, a sister company, as part of the group's structural simplification strategy. All strategic decisions are undertaken by the parent, ensuring strategic goals drive the business with greater collaboration with fellow group entities.

The company generated gross profit of £1,288,354 in 2024, compared to gross profit £1,530,968 in 2023, a decrease of 16%. Gross profit excluding transfer pricing is £3,267,772 (2023: £12,257,451). The decrease in gross profit (excluding transfer pricing) is due to the reduction in revenue as stated above. There was a decrease in operating profit to £497,112 in 2024 from a profit of £704,537 in 2023.

The Balance Sheet shows the company's financial position. At 31 December 2024, the company was in a net current asset position of £9,492.839 (2023: £9,515,988) and a net asset position of £9,946,661 (2023: £9,637,048).

As a result of the early adoption of the amendments to FRS 102, the company recognised a right-of-use asset of £2,303,137 and a corresponding lease liability of £2,328,859 as at 31 December 2024. This resulted in a net reduction in the company’s net assets of £25,722.

Principal risks and uncertainties

The company’s activities are based principally on agreed contracts with clients that provide a significant level of continuity in supporting ongoing income streams.

Nevertheless, as in the nature of the industry, the key risk the company faces is the reduction in spend from clients, or a loss of clients through either the cancellation of the client contract concerned or a competitive pitch process. In addition, a large proportion of revenue is derived from one customer and therefore, there is a risk should that client not renew their contract. However, management endeavour to mitigate these risks by:

- Maintaining a wide portfolio of projects across different regions and departments of customers;

- Working closely with clients to ensure that projects achieve their key objectives;

- Winning new clients; and

- Developing the range of services provided to each client to strengthen and deepen the client relationship.

The company is exposed to the normal risk of trade debtors defaulting on payment. However, the wide spread of projects across different regions and departments of customers and credit control procedures in place minimises the risk of such default.

Development and performance

The company operates in a contract and project-based environment, which relies heavily on existing client relationships and the ability to win new client growth. Historically, the business has performed well in these disciplines and as such, the Board remains confident about the company’s prospects for the future.

Twist Mktg Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2

The company depends on the commitment, talent, creative abilities, and technical skills of its people. Engagement and clear communication are important. Engagement with the workforce is achieved through:

- The systematic provision of information covering the matters that concern both the business in general and employees specifically. This is done through event specific electronic communications, regular UK and group wide emails and business line or business unit specific emails, and several electronic platforms for employee reference including an intranet;

- Annual employee engagement surveys; and

- Townhalls including regular calls from the global leadership population.

The company engages with its customers through dedicated client relationship teams. The company develops various services, with an emphasis on innovation for clients and managing any conflicts of interest with multiple agencies. Due diligence is undertaken for all new clients and written contracts must be in place before commencing any significant work.

Key performance indicators

The management team monitor various key performance indicators including billing, turnover, and profitability compared with budget and prior years on a project basis.

2024
2023
Change
Change
£
£
£
%
Turnover
8,283,888
18,068,289
(9,784,401)
(54.15)%
Gross profit
1,288,354
1,530,968
(242,614)
(15.85)%
Operating profit
497,112
704,537
(207,425)
(29.44)%

Refer to the fair review of the business for details explaining the operating results for the year.

On behalf of the board

J Lupinacci
Director
17 September 2025
Twist Mktg Limited
Directors' Report
For the year ended 31 December 2024
Page 3

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

Principal activities

The principal activity of the company continued to be that of public relations and promotions.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

M Holt
B Murphy
C Abolt
(Resigned 7 January 2025)
S Narayanan
P Stanton
(Resigned 18 April 2025)
J Lupinacci
(Appointed 18 April 2025)
Qualifying third party indemnity provisions

The c ompany has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial instruments
Liquidity risk

The company does not use derivative financial instruments. The company actively manages its finances to ensure the company has sufficient funds available for its operations.

Foreign currency risk

The company has foreign currency assets and liabilities. The company does not currently use financial instruments to manage the risk of fluctuating exchange rates and as such no hedge accounting is applied. The directors keep these measures under constant review.

Credit risk

The company utilises credit checks. The company actively manages its relationships with clients providing for bad debt as required.

Post reporting date events

There were no post reporting date events that require disclosure in the financial statements.

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Strategic report

The c ompany has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the c ompany's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.

Twist Mktg Limited
Directors' Report (Continued)
For the year ended 31 December 2024
Page 4
Statement of disclosure to auditor

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

Going concern

The directors consider that the company has access to sufficient funding to meet its financial obligations as they fall due. In forming their decision, the directors have considered the fact that the parent company has provided a letter confirming that it will provide financial support as required for at least one year from the date of signing of these financial statements. As a result, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the board
J Lupinacci
Director
17 September 2025
Twist Mktg Limited
Directors' Responsibilities Statement
For the year ended 31 December 2024
Page 5

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Twist Mktg Limited
Independent Auditor's Report
To the Members of Twist Mktg Limited
Page 6
Opinion

We have audited the financial statements of Twist Mktg Limited (the 'c ompany') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the c ompany's affairs as at 31 December 2024 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the c ompany 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Twist Mktg Limited
Independent Auditor's Report (Continued)
To the Members of Twist Mktg Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the Strategic Report and the Directors' R eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the c ompany and its environment obtained in the course of the audit, we have not identifie d material misstatements in the Strategic Report or the Directors' R eport.

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

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' R esponsibilities S tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the c ompany's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Twist Mktg Limited
Independent Auditor's Report (Continued)
To the Members of Twist Mktg Limited
Page 8
Auditor's responsibilities for the audit of the financial statements

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

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the c ompany’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Twist Mktg Limited
Independent Auditor's Report (Continued)
To the Members of Twist Mktg Limited
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 c ompany's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the c ompany and the c ompany's members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Lever
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
17 September 2025
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Twist Mktg Limited
Statement of Comprehensive Income
For the year ended 31 December 2024
Page 10
2024
2023
Notes
£
£
Turnover
4
8,283,888
18,068,289
Cost of sales
(6,995,534)
(16,537,321)
Gross profit
1,288,354
1,530,968
Administrative expenses
(791,242)
(826,431)
Operating profit
5
497,112
704,537
Interest payable and similar expenses
7
(200,175)
-
0
Profit before taxation
296,937
704,537
Tax on profit
8
(49,728)
(196,795)
Profit for the financial year
247,209
507,742

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 14 to 28 form part of these financial statements.

Twist Mktg Limited
Balance Sheet
As at 31 December 2024
Page 11
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
9
2,569,361
247,665
Current assets
Debtors
10
10,868,897
13,215,491
Creditors: amounts falling due within one year
11
(1,376,058)
(3,699,503)
Net current assets
9,492,839
9,515,988
Total assets less current liabilities
12,062,200
9,763,653
Creditors: amounts falling due after more than one year
12
(2,065,383)
(81,045)
Provisions for liabilities
Deferred tax liability
13
(50,156)
(45,560)
(50,156)
(45,560)
Net assets
9,946,661
9,637,048
Capital and reserves
Called up share capital
14
100
100
Profit and loss reserves
9,946,561
9,636,948
Total equity
9,946,661
9,637,048

The notes on pages 14 to 28 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 17 September 2025 and are signed on its behalf by:
J Lupinacci
Director
Company Registration No. 09017475
Twist Mktg Limited
Statement of Changes in Equity
For the year ended 31 December 2024
Page 12
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
100
9,129,206
9,129,306
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
507,742
507,742
Balance at 31 December 2023
100
9,636,948
9,637,048
Impact of FRS 102 amendments
19
62,404
62,404
Balance at 1 January 2024 (as restated)
100
9,699,352
9,699,452
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
247,209
247,209
Balance at 31 December 2024
100
9,946,561
9,946,661

The notes on pages 14 to 28 form part of these financial statements.

Twist Mktg Limited
Statement of Cash Flows
For the year ended 31 December 2024
Page 13
2024
2023
Notes
£
£
Cash flows from operating activities
17
-
-
Net increase in cash and cash equivalents
-
0
-
0
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0

The notes on pages 14 to 28 form part of these financial statements.

Twist Mktg Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 14
1
Accounting policies
Company information

Twist Mktg Limited is a private c ompany limited by shares incorporated in England and Wales. The registered office is 10 Chiswell Street, London, England, EC1Y 4UQ.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland (September 2024)” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements have been prepared with early application of the FRS 102 Periodic Review 2024 amendments in full.

The financial statements are prepared in sterling, which is the functional currency of the c ompany. Monetary a mounts in these financial statements are rounded to the nearest £.

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

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the c ompany has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

In accordance with the revised Section 23 Revenue, the c ompany now applies a principles-based approach that reflects the transfer of control of services to customers. This includes the application of the five-step revenue recognition model introduced by the amendments.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and value added tax. Revenue from services is recognised over time as the services are provided, based on the stage of completion, where the outcome of the contract can be reliably estimated.

The adoption of the revised standard has not resulted in a material impact on the financial statements.

The c ompany recognises two streams of revenue namely f ixed-fee services and t ime-and-e xpense s ervices.

Fixed-fee

In fixed-fee professional service arrangements, a pre-established fee is agreed for the engagement of specified services. The c ompany recognises revenue for professional services performed under these arrangements monthly over the specified contract term.

The c ompany applies either the input method or the output method, depending on the project scope. When milestones are included in the project scope, the output method is applied; otherwise, the input method is used based on effort incurred. This evaluation is performed on a contract-by-contract basis.

Time-and-e xpense

Time-and-expense arrangements require the client to pay based on the number of hours worked by revenue-generating professionals at contractually agreed-upon rates. Revenue is recognised over time using the input method, based on hours incurred at agreed-upon rates as work is performed.

Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 15

In some cases, time-and-expense arrangements are subject to a cap. Management assesses the work performed on a periodic basis to ensure that the cap has not been exceeded.

Payment is typically due in instalments at different points of a contract. The c ompany does not expect to have any contracts where the period between the transfer of the services to the customer and payment by the customer exceeds one year. As a consequence, the c ompany does not adjust any of the transaction prices for a significant financing component or the time value of money.

1.4
Tangible fixed assets

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

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

Leasehold land and buildings
10% straight line
Fixtures and fittings
20% straight line
Computer equipment
33.33% straight line

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

1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

1.6
Financial instruments
The company has elected to change its accounting policy for financial instruments to align with IFRS 9.
Financial assets

Financial assets are recognised in the company's balance sheet when the company becomes party to the c ontractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 16
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g. trade debtors). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

The expected credit losses on financial assets are estimated based on the ag e ing of financial assets and the c ompany's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Other financial liabilities

Other financial liabilities, including trade creditors, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the c ompany’s obligations are discharged, cancelled, or they expire.

1.7
Equity instruments

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

1.8
Taxation

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

Current tax

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

Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 17
Deferred tax

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

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

1.9
Leases

The company has elected to early adopt the changes to FRS 102 “The Financial Reporting Standard

applicable in the UK and Republic of Ireland (September 2024)” which has a material impact on leases.

Leases are recognised as a right-of-use asset and corresponding lease liability at the date at which the leased asset is available for use by the c ompany.

Right-of-use a ssets

Right-of-u se assets are measured at cost comprising:

- The amount of the initial measurement of the lease liability;

- Any lease payments made less any lease incentives received at or before the commencement date;

- Any initial direct costs; and

- An estimate of the cost to dismantle, remove, refurbish or restore the underlying asset.

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Right-of-use assets are also subject to impairment. Refer to note 1.5 for policies on impairment of fixed assets.

Lease l iabilities

Lease liabilities are initially measured at the net present value of lease payments at the commencement date of the lease. The lease liability consists of the following lease payments throughout the lease term:

- Fixed payments (including in-substance fixed payments), less any lease incentive receivable;

- Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date; and

- Payments of penalties for terminating the lease, if the lease term reflects the c ompany exercising that option.

The lease term is considered to be the non-cancellable term of the lease and any periods covered by extension options if it is reasonably certain that the c ompany will exercise those options or periods covered by termination options if it is reasonably certain that the c ompany will not exercise those options.

Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 18

T he lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the c ompany, the lessee’s incremental borrowing rate is used, being the rate the c ompany would have to pay for a loan of a similar term, and with similar security, to obtain an asset of similar value to the right-of-use asset.

Subsequent to initial recognition the lease liability is carried at amortised cost. It is remeasured when there is a modification, a change in the expected lease term, or a change in future lease payments resulting from a change in an index or rate.

Low-value and short-term leases

The c ompany has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less, or for l ow-value leases when the cost of the asset is less than £500. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

The company has also taken advantage of the following practical expedients permitted on initial application of the FRS102 amendments:

- The company will not reassess whether a contract is, or contains, a lease at the date of initial application. Instead, the requirements of the revised Section 20 have been applied to contracts that were previously identified as containing a lease, and not to those that were not previously identified as containing a lease.

- At the date of initial application, the company has recognised the carrying amounts of its lease liabilities and right-of-use assets that have been calculated for the purpose of including the company in the consolidated financial statements of its ultimate parent company.

1.10
Foreign exchange

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

1.11

Transfer pricing

The c ompany has a transfer pricing contract with the companies in the group. The policy provides for an annual floating royalty payment payable to the ultimate parent company to reflect t he provision of certain marketing and advertising consulting services and t he granting of rights to use certain network resources and intellectual property by the company. The contract also details the mark-up to be recognised when cross charging staff time between jurisdictions.

Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 19
2
Change in accounting policy

Nature of change

During the year, the c ompany voluntarily changed its accounting policy for financial instruments. The recognition and measurement of financial instruments was previously assessed using Section 11 of FRS 102. The c ompany has now adopted the principles of IFRS 9 Financial Instruments, including the expected credit loss (ECL) model, to prov ide more relevant and reliable information about credit risk.

Reason for change

The change was made to apply accounting policies that are consistent with those applied by the group, which the c ompany determines better reflects the credit risk associated with financial assets of the group as a whole. The ECL model provides a more forward-looking approach by recognising credit losses based on expected future events rather than only those that have already occurred.

Impact of change

The change in accounting policy has been applied retrospectively in accordance with Section 10 of FRS 102. The impact on the financial statements resulted in a n increase of £72,881 in the allowance for credit losses in the profit and loss at 31 December 2024.

3
Judgements and key sources of estimation uncertainty

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

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Leases

Management has exercised judgement in determining the lease term of its office. The lease includes a non-cancellable period with a break option partway through t he term. Given the strategic importance of the office location and the investment in leasehold improvements, management considers it reasonably certain that the break clause will not be exercised.

The c ompany has also applied estimation in determining the incremental borrowing rate used to discount future lease payments. This rate reflects the interest rate the c ompany would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.

These judgements and estimates significantly affect the measurement of lease liabilities and right-of-use assets. They are reviewed at each reporting date and updated as necessary to reflect changes in facts and circumstances.

Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
3
Judgements and key sources of estimation uncertainty
(Continued)
Page 20
Key sources of estimation uncertainty

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

Turnover

The c ompany recognises revenue for professional services performed under fixed fee arrangements on a monthly basis over the specified contract term. The c ompany applies the input or output method depending on the project scope. When milestones are included in the project scope the output method is applied, otherwise the input method is applied.

4
Turnover
2024
2023
£
£
Turnover analysed by class of business
Revenue from third party customers
8,283,888
18,068,289
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
1,877,958
9,426,227
Europe
2,484,338
5,098,872
Rest of the world
3,921,592
3,543,190
8,283,888
18,068,289

All revenue is recognised over a period of time.

5
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
20,931
22,474
Fees payable to the company's auditor for the audit of the company's financial statements
23,700
37,400
Depreciation of owned tangible fixed assets
90,675
35,047
Depreciation of right-of-use assets
198,351
-
Loss on disposal of tangible fixed assets
4,035
-
Operating lease charges
-
167,197
Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 21
6
Employees

The c ompany uses the services of employees from a fellow group undertaking and does not have any contractual employees under service contracts.

During the current year, the ultimate parent company allocated employee costs to the respective company based on the percentage contribution to overall group turnover for the year (2023: based on average monthly number of persons allocated to the c ompany).

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
3,071,362
3,297,173
Social security costs
348,427
364,379
Pension costs
152,730
147,675
3,572,519
3,809,227

The directors are remunerated, including pension contributions, for their services through their relative employing company and these costs are not recharged.

7
Interest payable and similar expenses
2024
2023
£
£
Other finance costs:
Interest on lease liabilities
200,175
-
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
72,765
121,828
Adjustments in respect of prior periods
(27,633)
33,798
Total current tax
45,132
155,626
Deferred tax
Origination and reversal of timing differences
4,596
41,169
Total tax charge
49,728
196,795

From 1 April 2023, the main corporation tax rate in the UK was increased to 25% from 19%. There has been no change to corporation tax rate for the year ended 31 December 2024. For the year ended 31 December 2024 the standard tax rate is 25% (2023: weighted average tax rate is 23.5%). The differences are explained below:

Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
8
Taxation
(Continued)
Page 22
2024
2023
£
£
Profit before taxation
296,937
704,537
Expected tax charge based on the rate of corporation tax in the UK of 25.00% (2023: 23.52%)
74,234
165,707
Tax effect of expenses that are not deductible in determining taxable profit
1,847
1,794
Adjustments in respect of prior years
(27,633)
33,798
Effect of change in corporation tax rate
-
0
2,865
Other permanent differences
1,280
(189)
Deferred tax adjustments in respect of prior years
-
0
(7,180)
Taxation charge for the year
49,728
196,795
Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 23
9
Tangible fixed assets
Leasehold land and buildings
Fixtures and fittings
Computer equipment
Right-of-use asset
Total
£
£
£
£
£
Cost
At 1 January 2024
95,727
36,538
151,404
-
283,669
Adjustment: Right-of-use asset arising from office building leases
-
-
-
2,703,533
2,703,533
At 1 January 2024 (restated)
95,727
36,538
151,404
2,703,533
2,987,202
Additions
16,460
56,228
40,581
-
0
113,269
Disposals
-
0
-
0
(6,766)
-
0
(6,766)
At 31 December 2024
112,187
92,766
185,219
2,703,533
3,093,705
Depreciation and impairment
At 1 January 2024
7,575
6,227
22,202
-
36,004
Adjustment: Right-of-use asset arising from office building leases
-
-
-
202,045
202,045
At 1 January 2024 (restated)
7,575
6,227
22,202
202,045
238,049
Depreciation charged in the year
12,664
14,805
63,206
198,351
289,026
Eliminated in respect of disposals
-
0
-
0
(2,731)
-
0
(2,731)
At 31 December 2024
20,239
21,032
82,677
400,396
524,344
Carrying amount
At 31 December 2024
91,948
71,734
102,542
2,303,137
2,569,361
At 31 December 2023
88,152
30,311
129,202
-
0
247,665
Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
9
Tangible fixed assets
(Continued)
Page 24

As at 31 December 2024, the c ompany has a lease agreement over an office building giving rise to a right-of-use asset with a carrying amount of £2,303,137. The lease has a total term of 10 years, of which the first 5 years (ending 23 October 2027) are non-cancellable. The lease includes a break clause after the non-cancellable period, which the c ompany does not reasonably expect to exercise.

Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 25
10
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
844,662
6,762,856
Corporation tax recoverable
394,850
16,732
Amounts owed by group undertakings
9,520,764
5,883,747
Other debtors
39,661
49,699
Prepayments
30,303
90,072
Contract assets
38,657
412,385
10,868,897
13,215,491
11
Creditors: amounts falling due within one year
2024
2023
£
£
Lease liabilities
263,476
-
0
Trade creditors
114,961
105,564
Contract liabilities
695,513
3,460,660
Accruals
302,108
133,279
1,376,058
3,699,503

During the current financial year, the company released a contract liability of £3,032,294, which had been recognised in the prior year. This release reflects the fulfilment of the associated performance obligations under the contract, resulting in the recognition of revenue in accordance with Section 23.

The c ompany is part of a VAT group with fellow group undertakings, and all other taxation has been reported through the representative member. The c ompany's liability for other taxation is reported in amounts owed by group undertakings.

12
Creditors: amounts falling due after more than one year
2024
2023
£
£
Lease liabilities
2,065,383
-
0
Accruals
-
0
81,045
2,065,383
81,045
Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 26
13
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
50,156
45,560
2024
Movements in the year:
£
Liability at 1 January 2024
45,560
Charge to profit or loss
4,596
Liability at 31 December 2024
50,156

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

14
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100

The c ompany has one class of ordinary shares that do not confer any rights of redemption. The shares have full voting, dividend and capital distribution (including winding up) rights.

Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 27
15
Operating lease commitments
Lessee

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

2024
2023
£
£
Within one year
-
0
443,145
Between two and five years
-
0
1,329,435
In over five years
-
0
1,809,509
-
0
3,582,089

The operating lease commitments are not comparable with last year, following the application of the amendments to FRS 102 on a modified retrospective basis. This has been detailed in note 19.

16
Ultimate controlling party

The c ompany considered its immediate parent company to be Real Chemistry International LLC (previously AJW Communications LLC), a company registered in the United States of America. The ultimate parent company and controlling party is New Mountain Partners V, LP.

New Warrior Group Guarantor LP is the largest and smallest company in the group of which the c ompany is a member which prepares consolidated accounts. The registered office address is 1 99 Water Street 14th Floor New York, NY 10038 United States of America.

17
Cash absorbed by operations
2024
2023
£
£
Profit for the year after tax
247,209
507,742
Adjustments for:
Taxation charged
49,728
196,795
Finance costs
200,175
-
0
Loss on disposal of tangible fixed assets
4,035
-
Depreciation and impairment of tangible fixed assets
289,026
35,047
Movements in working capital:
Decrease in debtors
2,813,488
116,757
Decrease in creditors
(3,603,661)
(856,341)
Cash absorbed by operations
-
-
Twist Mktg Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 28
18
Analysis of changes in net debt
1 January 2024 (as restated)
Cash flows*
Other non-cash changes
31 December 2024
£
£
£
£
Lease liabilities
(2,571,828)
443,144
(200,175)
(2,328,859)

*The cash outflow for the lease liabilities was made on behalf of the company by fellow group undertakings.

19
Early adoption of changes to FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland (September 2024)"

The company has elected to early adopt the changes to FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland (September 2024)” for the first time using the modified retrospective approach and has therefore not restated the comparative financial information but has instead recognised the impact of adoption in the opening balance of retained earnings at the date of transition (1 January 2024).

The company’s revised accounting policies for leases and revenue are disclosed in note 1. Apart from leases the application has not had a significant impact on the financial position or financial performance of the company.

The company has also taken advantage of the following practical expedients permitted on initial application of the FRS102 amendments:

- The company will not reassess whether a contract is, or contains, a lease at the date of initial application. Instead, the requirements of the revised Section 20 have been applied to contracts that were previously identified as containing a lease, and not to those that were not previously identified as containing a lease.

- At the date of initial application, the company has recognised the carrying amounts of its lease liabilities and right-of-use assets that have been calculated for the purpose of including the company in the consolidated financial statements of its ultimate parent company.

Transitional adjustments - leases
The following line items are not comparable with last year, due to applying the modified retrospective approach without restating comparatives:
2024
2023
£
£
Depreciation
289,026
35,047
Interest payable and similar expenses
200,175
-
Profit and loss reserves
9,946,561
9,636,948
Operating lease charges
-
167,197
Following the adoption of the revised Section 20 of FRS 102, the company recognised an improvement in profit of £7,082 for the year ended 31 December 2024.
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