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

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 £2,810,743 (2023: £1,504,073). Profit before tax excluding transfer pricing is £6,588,317 (2023: loss £3,225,273).

The company generated turnover of £35,253,694 in 2024, compared to £19,616,545 in 2023, an increase of 80%. The increase is attributed to heightened activity following the transfer of activity from the company’s sister companies, ISO Health Ltd, Twist Mktg Ltd, and W2O Pure Communications Ltd, 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 £7,519,648 in 2024, compared to £5,856,014 in 2023, an increase of 28%. Gross profit excluding transfer pricing is £11,297,222 (2023: £1,126,668). The increase in gross profit (excluding transfer pricing) is due to the increase in revenue as stated above. In 2024, there was an increase in operating profit to £2,641,333 in 2024 from £1,300,601 in 2023.

The Balance Sheet shows the company's financial position. At 31 December 2024, the company was in a net current liability position of £6,017,521 (2023: £7,870,596) and a net liability position of £5,638,623 (2023: £7,756,626).

As a result of the early adoption of the amendments to FRS 102, the company recognised a right-of-use asset of £183,237 and a corresponding lease liability of £188,138 as at 31 December 2024. This resulted in a net reduction in the company’s net assets of £4,901.

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.

The principal financial assets employed by the company are cash and cash equivalents. Daily cash reporting for all operations is maintained to ensure the business retains sufficient cash reserves and effective working capital management.

The company’s cash position is reported on a regular basis and monitored on a projected basis in the light of the company’s historical and expected future trading 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.

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.

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

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

On behalf of the board

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

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

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.

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

The company 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.

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.

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.

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

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

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

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company'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.

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.

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.

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.

We have audited the financial statements of Weisscomm Partners Limited (the 'company') 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 company'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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

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

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

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

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

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

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

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 company’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.

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

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.

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

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

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

Weisscomm Partners Limited is a private company limited by shares incorporated in England and Wales. The registered office is 10 Chiswell Street, London, England, EC1Y 4UQ.

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 company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The directors have chosen not to prepare consolidated financial statements as the subsidiary undertaking was not material for the purpose of giving a true and fair view, in accordance with section 405(2) of the Companies Act 2006 and FRS 102 paragraph 9.9A.

At the time of approving the financial statements, the directors have a reasonable expectation that thetrue company and group have adequate resources to continue its operations for the foreseeable future, which is considered to be at least 12 months from the date of approval of the financial statements.

In making this assessment, the directors have reviewed the group’s forecasts, projections, and available resources, including current cash reserves, available credit facilities, and expected future cash flows. They have also considered potential risks and uncertainties, including the impact of external factors on trading performance and liquidity.

As part of this evaluation, the directors have also considered the financial support provided by the parent company. The group has received a formal letter of support from the parent, confirming its intention and ability to provide financial assistance as needed to ensure that the group can meet its obligations as they fall due. This support is a significant factor in the directors’ assessment of the company's ability to continue as a going concern.

Based on this review, and taking into account the parent company's commitment, the directors believe that the company is well-positioned to manage its business risks successfully. Therefore, the directors continue to adopt the going concern basis in preparing the financial statements.

No material uncertainties that cast significant doubt on the company's ability to continue as a going concern have been identified.

In accordance with the revised Section 23 Revenue, the company 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 company recognises two streams of revenue namely fixed-fee services and time-and-expense services.

Fixed-fee

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

The company 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-expense

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.

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 company 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 company does not adjust any of the transaction prices for a significant financing component or the time value of money.

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

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

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

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

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

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.

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

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.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

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

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

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.

The expected credit losses on financial assets are estimated based on the ageing of financial assets and the company'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.

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, 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.

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

Equity instruments issued by the company 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 company.

The tax expense represents the sum of the tax currently payable and deferred 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 company 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.

The costs of short-term employee benefits are recognised as a liability and an expense.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

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 company.

Right-of-use assets

Right-of-use 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 liabilities

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 company 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 company will exercise those options or periods covered by termination options if it is reasonably certain that the company will not exercise those options.

The 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 company, the lessee’s incremental borrowing rate is used, being the rate the company 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 leases

The company has elected not to recognise right-of-use assets and lease liabilities for low-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.

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.

Transfer pricing

The company 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 the provision of certain marketing and advertising consulting services and the 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.

Nature of change

During the year, the company 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 company has now adopted the principles of IFRS 9 Financial Instruments, including the expected credit loss (ECL) model, to provide 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 company 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 an increase of £187,352 in the allowance for credit losses in the profit and loss at 31 December 2024.

In the application of the company’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.

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.

The company recognises revenue for professional services performed under fixed fee arrangements on a monthly basis over the specified contract term. The company 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.

All revenue is recognised over a period of time.

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

The company contractually employs all UK employees of the Real Chemistry group. Employees are contracted to fellow group undertakings; the fees recognised for this service are shown as revenue.

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 company).

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

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:

During the current financial year, the company released a contract liability of £1,233,932, 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 company is the representative member of a VAT group with fellow group undertakings. All other taxation includes the VAT liability for the VAT group. In the previous year, the company's VAT recoverable position was recorded in other debtors.

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

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.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The company 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.

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

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 22.

The company 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 company is a member which prepares consolidated accounts. The registered office address is 199 Water Street 14th Floor New York, NY 10038 United States of America.

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. The application has not had a significant impact on the financial position or financial performance of the company.