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Registered number: 10152012









Dept UK Holding Limited









Annual Report and Financial Statements

For the Year Ended 31 December 2024

 
Dept UK Holding Limited
 
 
Company Information


Directors
F L Schmid 
H T Luu (appointed 22 April 2024)




Company secretary
F L Schmid



Registered number
10152012



Registered office
9th Floor, Bridgewater House
Whitworth Street

Manchester

M1 6LT




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Dept UK Holding Limited
 

Contents



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 26


 
Dept UK Holding Limited
 
 
Strategic Report
For the Year Ended 31 December 2024

Introduction
 
The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2024.

Business review
 
2024 was another year where DEPT® continued to pursue its existing strategy of organic growth and growth via buy and-build.
During the year Dept UK Holding Ltd maintained its key strategic role as owner and shareholder of its direct and indirect subsidiaries.

DEPT®’s mission
 
Less than a decade ago, DEPT® was born from a collection of independent companies that believed they could make a bigger impact together than they ever could alone. Since then, we have continued to bring together the best in technology and marketing to form a single team, one built to solve whatever comes next.
At DEPT®, we exist to unlock tomorrow’s possibilities for today’s most ambitious companies. Our unique model is a true 50/50 blend of technology and marketing, this ensures we do not just react to change; we drive it. We pair strategic consultation with world-class execution, bringing together visionary thinking with the ability to build, scale, and create meaningful impact. With over 170 partners leading the way, we combine the agility of an independent with the scale of a global player. We build brands that shape culture, products that elevate experiences, and systems that power the future.
But we are not just focused on growth, we are committed to doing business the right way. We are united in building a company that has a positive impact on our people, our clients, and society. As a Certified B Corp, we are proud to be part of a global community of businesses balancing purpose and profit to be a force for good.
B Corp Certification 
At DEPT®, we continue to be proud of our B Corp Certification and believe that it serves as an  important signal of our commitment to using our business as a force for good. B Corps meet high standards of overall social and environmental performance, accountability, transparency and are required to recertify every three years. We are proud of achieving recertification at the beginning of 2025. In 2024, we worked towards our first recertification and as such we have been preparing the necessary data, documentation and implementing improvement initiatives to ensure we recertify in a timely and efficient manner. The recertification reflects and assesses the significant growth we have experienced at DEPT®.
Awards
In 2024, DEPT® achieved significant recognition across multiple prestigious award platforms: 
Webby Awards: DEPT® was honored as Agency of the Year and Network of the Year for the third consecutive year. The agency secured 21 wins, 10 nominations, and 18 honorees for collaborations with brands such as Gucci, Bang & Olufsen, and Virgin Galactic. 
Lovie Awards: DEPT® was named Agency of the Year for the fourth time, earning a total of 31 awards: 8 Gold, 17 Silver, and 6 Bronze. Additionally,the agency received 21 People's Lovie Awards for work with clients including Sesame Workshop, Just Eat Takeaway, GANNI, and Strava. 
Anthem Awards: DEPT® was recognized as Agency of the Year, securing 20 awards. Presented by The Webby Awards, the Anthem Awards strive to amplify the voices that spark global change and define a new benchmark for impactful work that inspires others to take action within their own communities. This accolade highlights the agency's commitment to purpose- and mission-driven work. 
 
Page 1

 
Dept UK Holding Limited
 

Strategic Report (continued)
For the Year Ended 31 December 2024

Campaign’s Global Agency of the Year Awards: DEPT® received the Silver award for Global Digital Innovation Agency of the Year, acknowledging its innovative use of technology in projects such as AI tools for teaching American Sign Language and immersive experiences for brands like Boss in Dubai. These accolades underscore DEPT®'s dedication to innovation, creativity, and impactful work in the digital agency landscape.
In 2024, we focused on strengthening our foundation with #OneDEPT, refining both our organization and our approach to client work. With a new executive team in place, we sharpened our strategy to drive growth within existing clients while strategically expanding our client base. This foundation positions us for a strong 2025, marked by returning to growth and pioneering work.
Our commercial strategy in 2024 delivered a robust pipeline and an improved win ratio. In 2025, we will build on this momentum by expanding cross-sell and upsell opportunities within our existing client portfolio, increasing CSAT, and boosting revenue retention. Additionally, we will accelerate global client growth through strategic partnerships and centers of excellence.

Principal risks and uncertainties
 
Over the course of the next 12-months the Company intends to continue its role as a shareholder for its direct and indirect subsidiaries.

Financial key performance indicators
 
For the year 2024, the profit before tax decreased from £11.8m in 2023 to £4m in 2024. £10.7m related to income from shares in group undertakings (2023: £18.6m).
Interest payable and similar expenses increased from £5.1m in 2023 to £5.8m in 2024.
Net assets increased from £35.4m in 2023 to £50.3m in 2024 driven by reorganisation of intercompany debt.


This report was approved by the board and signed on its behalf.



H T Luu
Director

Date: 5 September 2025

Page 2

 
Dept UK Holding Limited
 
 
 
Directors' Report
For the Year Ended 31 December 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £4,764,371 (2023 - £11,839,556).

A dividend of £1,457,153 (2023: £3,409,273) was paid during the year. The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

F L Schmid 
H T Luu (appointed 22 April 2024)
M M S Lynch (resigned 22 April 2024)

Future developments

DEPT® continues to see opportunities for strong growth in the UK both organically and via acquisitions and will continue our buy-and-build strategy and the integration of the previously acquired companies. 

Page 3

 
Dept UK Holding Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 



H T Luu
Director

Date: 5 September 2025

Page 4

 
Dept UK Holding Limited
 
 
 
Independent Auditors' Report to the Members of Dept UK Holding Limited
 

Opinion


We have audited the financial statements of Dept UK Holding Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 5

 
Dept UK Holding Limited
 
 
 
Independent Auditors' Report to the Members of Dept UK Holding Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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.


Matters on which we are required to report by exception
 

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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.


Auditors' responsibilities for the audit of the financial statements
 

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


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:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 
Page 6

 
Dept UK Holding Limited
 
 
 
Independent Auditors' Report to the Members of Dept UK Holding Limited (continued)


Identifying and assessing potential risks related to irregularities
 
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector, control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
Enquiring of local management, including obtaining and reviewing supporting documentation, concerning the Company's policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected of alleged fraud;
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;
Obtaining an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the financial statements,  such as the Companies Act 2006, pensions and tax legislation, or that had a fundamental effect on the operations of the Company, including General Data Protection requirements, Anti-bribery and corruption policy, and Health & Safety.
 
Audit response to risks identified
 
Our procedures to respond to risk identified included the following:
 
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
Evaluation of management’s controls designed to prevent and detect irregularities;
Enquiring of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Reading minutes of meetings of those charged with governance, reviewing internal audit reports and correspondence with regulators.
 
We have also considered the risks noted above in addressing the risk of fraud through management override of controls:
 
Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
 
Page 7

 
Dept UK Holding Limited
 
 
 
Independent Auditors' Report to the Members of Dept UK Holding Limited (continued)




Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Use of our report
 

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



Anthony Woodings (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

5 September 2025
Page 8

 
Dept UK Holding Limited
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2024

2024
As restated 2023
Note
£
£

  

Administrative expenses
  
(6,901,331)
(5,854,426)

Other operating income
 4 
6,089,037
4,221,555

Operating loss
 5 
(812,294)
(1,632,871)

Income from shares in group undertakings
  
10,653,277
18,573,561

Interest payable and similar expenses
 8 
(5,814,019)
(5,118,310)

Profit before tax
  
4,026,964
11,822,380

Tax on profit
 9 
737,407
17,176

Profit for the financial year
  
4,764,371
11,839,556

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 26 form part of these financial statements.

Page 9

 
Dept UK Holding Limited
Registered number: 10152012

Statement of Financial Position
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 11 
87,127
234,003

Investments
 12 
102,125,314
102,125,314

  
102,212,441
102,359,317

Current assets
  

Debtors: amounts falling due within one year
 13 
3,148,666
17,549,590

Cash at bank and in hand
 14 
1,025,142
494,286

  
4,173,808
18,043,876

Creditors: amounts falling due within one year
 15 
(4,391,147)
(33,291,734)

Net current liabilities
  
 
 
(217,339)
 
 
(15,247,858)

Total assets less current liabilities
  
101,995,102
87,111,459

Creditors: amounts falling due after more than one year
 16 
(51,675,110)
(51,675,110)

Provisions for liabilities
  

Deferred tax
 17 
-
(44,146)

Net assets
  
50,319,992
35,392,203


Capital and reserves
  

Called up share capital 
 18 
890,588
890,588

Share premium account
 19 
11,413,854
11,413,854

Capital redemption reserve
 19 
109,412
109,412

Capital contribution reserve
 19 
11,620,571
-

Profit and loss account
 19 
26,285,567
22,978,349

  
50,319,992
35,392,203


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


H T Luu
Director

Date: 5 September 2025

The notes on pages 12 to 26 form part of these financial statements.

Page 10

 
Dept UK Holding Limited
 

Statement of Changes in Equity
For the Year Ended 31 December 2024


Called up share capital
Share premium account
Capital redemption reserve
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£
£
£


At 1 January 2023
890,588
11,413,854
109,412
-
14,548,066
26,961,920


Comprehensive income for the year

Profit for the year
-
-
-
-
11,839,556
11,839,556
Total comprehensive income for the year
-
-
-
-
11,839,556
11,839,556


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
-
(3,409,273)
(3,409,273)



At 1 January 2024
890,588
11,413,854
109,412
-
22,978,349
35,392,203


Comprehensive income for the year

Profit for the year
-
-
-
-
4,764,371
4,764,371
Total comprehensive income for the year
-
-
-
-
4,764,371
4,764,371


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
-
(1,457,153)
(1,457,153)

Debt restructure
-
-
-
11,620,571
-
11,620,571


At 31 December 2024
890,588
11,413,854
109,412
11,620,571
26,285,567
50,319,992


The notes on pages 12 to 26 form part of these financial statements.

Page 11

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

1.


General information

Dept UK Holding Limited is a private company limited by shares, incorporated in England and Wales.  The address of the registered office is 9th Floor, Bridgewater House, Whitworth Street, Manchester, M1 6LT.  The nature of the Company's operations is that of a holding company, management company and shared service centre.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Digital Agency Holding B.V. as at 31 December 2024 and these financial statements may be obtained from Generaal Vetterstraat 66, NL-1059BW, Amsterdam, The Netherlands.

  
2.3

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its parent undertaking established under the law of a non-UK state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Going concern

The group has prepared the financial statements for the financial year ending 31st December 2024 on a going concern basis which assumes continuity of current business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
The group headed by Digital Agency Holding B.V. has prepared financial forecasts for FY25 and the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.

Page 12

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. 

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Page 13

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
20%
straight-line
Fixtures and fittings
-
20%
straight-line
Office equipment
-
20%
straight-line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 14

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 15

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.16

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable.
 
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
 
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
 
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates.  The items in the financial statements where the judgements and estimates have been made include:
Provision for impairment loss on investments in subsidiaries
Management assess at each reporting date whether there is an indication that the investment in its subsidiaries of £102,125,314 (2023: £102,125,314) is impaired.  If any such indication exists, management shall estimate the recoverable amount of the asset and any impairment loss shall be recognised immediately in the profit or loss.


4.


Other operating income

2024
As restated 2023
£
£

Management charge income
6,089,037
4,221,555


Page 16

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
(272,943)
333,209

Operating lease rentals
334,290
334,290


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors in respect of:

The auditing of accounts of the Company
12,700
15,750

Taxation compliance services
1,000
8,250

All taxation advisory services not included above
15,700
-

All non-audit services not included above
1,750
1,750

Page 17

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
716,049
220,443

Social security costs
89,049
70,460

Cost of defined contribution scheme
17,435
10,352

822,533
301,255


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Staff
13
9



Directors
2
2

15
11


8.


Interest payable and similar expenses

2024
2023
£
£


Loans from group undertakings
5,814,019
5,118,310

Page 18

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

9.


Taxation


2024
2023
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(737,407)
(17,176)

Total deferred tax
(737,407)
(17,176)


Tax on profit
(737,407)
(17,176)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
4,026,964
11,822,380


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
1,006,741
2,780,624

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
49,003
1,216,290

Capital allowances for year in excess of depreciation
9,140
14,151

Reactivation of prior year disallowed corporate interest restriction
(138,955)
-

Dividends from UK companies
(2,663,319)
(4,368,502)

Change in tax rates
-
(1,017)

Other differences leading to an increase (decrease) in the tax charge
125
-

Group relief
999,858
341,278

Total tax charge for the year
(737,407)
(17,176)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

10.


Dividends

2024
2023
£
£


Dividends paid to parent company
1,457,153
3,409,273


11.


Tangible fixed assets





Leasehold improvements
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost 


At 1 January 2024
784,283
26,157
297,671
1,108,111



At 31 December 2024

784,283
26,157
297,671
1,108,111



Depreciation


At 1 January 2024
634,357
3,052
236,699
874,108


Charge for the year
93,360
5,231
48,285
146,876



At 31 December 2024

727,717
8,283
284,984
1,020,984



Net book value



At 31 December 2024
56,566
17,874
12,687
87,127



At 31 December 2023
149,926
23,105
60,972
234,003


12.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


At 1 January 2024
102,125,314



At 31 December 2024
102,125,314




Page 20

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Dept Design & Technology Ltd
9th Floor, Bridgewater House, Whitworth St, Manchester, M1 6LT
Ordinary
100%
Dept Experience Design Ltd (dormant subsidiary
dissolved 11 February 2025)
9th Floor, Bridgewater House, Whitworth St, Manchester, M1 6LT
Ordinary
100%
Dept Design & Technology LLC (indirect subsidiary)
4600 140th Avenue N, Clearwater, FL, 33762
Ordinary
100%
Dept Design & Technology Spain SL (indirect subsidiary)
Calle Poetisa Maria Zambrano, 50018 Zaragoza, Spain
Ordinary
100%
Dept Marketing Technology Limited
Floor 9 & 10, Featherstone Building, 66 City Road, London, UK, EC1Y 2AL
Ordinary
100%
Dept Marketing Technology London Limited (indirect subsidiary)
Floor 9 & 10, Featherstone Building, 66 City Road, London, UK, EC1Y 2AL
Ordinary
100%
Dept Personalised Content Group Limited
Floor 9 & 10, Featherstone Building, 66 City Road, London, UK, EC1Y 2AL
Ordinary
100%
Dept Personalised Content Limited (indirect subsidiary)
Floor 9 & 10, Featherstone Building, 66 City Road, London, UK, EC1Y 2AL
Ordinary
100%
Dept Personalised Content, Inc. (indirect subsidiary)
2711 Centerville Road, Suite 400, Wilmington, New Castle, 19808
 Ordinary
100%
Dept Personalised Content Canada Limited (indirect subsidiary)
1400-510 Burrard Street, Vancouver BC, V6C 3A8, Canada
 Ordinary
100%
Dept Personalised Content GmbH (indirect subsidiary)
 Greifswalder Straße 212-213, Berlin, 10405, DE
 Ordinary
100%
Dept Personalised Content SAS (indirect subsidiary)
 43 Rue De Liege 75008 Paris
 Ordinary
100%
ShopTalk London Ltd (dormant subsidiary
dissolved 10 September 2024)
  Floor 9 & 10, Featherstone Building, 66 City Road, London, UK, EC1Y 2AL
Ordinary
100%

Page 21

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

13.


Debtors

2024
2023
£
£


Trade debtors
-
19,461

Amounts owed by group undertakings
2,207,122
17,288,005

Other debtors
31,357
28,293

Prepayments and accrued income
216,926
213,831

Deferred taxation
693,261
-

3,148,666
17,549,590


Amounts owed by group undertakings are unsecured, interest-free, and are repayable on demand.


14.


Cash

2024
2023
£
£

Cash at bank and in hand
1,025,142
494,286



15.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
260,327
105,526

Amounts owed to group undertakings
3,248,780
31,805,074

Other taxation and social security
472,680
295,612

Other creditors
32,266
20,358

Accruals and deferred income
377,094
1,065,164

4,391,147
33,291,734


Amounts owed to group undertakings are unsecured, interest-free, and are repayable on demand.

Page 22

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

16.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Amounts owed to group undertakings
51,675,110
51,675,110


Intragroup loan agreements were entered into with Digital Agency Subholding B.V. to fund the acquisitions of Byte, Feed and ShopTalk, together with the associated earn-out consideration on these acquisitions.
The Byte consideration loan of £25,238,404 was entered into on 8 December 2021.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 28 January 2027.  The loan will bear interest at a rate of SONIA + 6.86%.
The Feed consideration loan of £13,474,427 was entered into on 16 February 2022. An amount of £4,510,313 was repaid on 1 December 2022. The remainder of the loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 28 January 2027.  The loan will bear interest at a rate of SONIA + 6.05%.
The ShopTalk consideration loan of £1,918,743 was entered into on 30 September 2022.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 28 January 2027.  The loan will bear interest at a rate of SONIA + 5.35%.
The Feed 1st earn-out consideration loan of £4,612,510 was entered into on 30 September 2022.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 28 January 2027.  The loan will bear interest at a rate of SONIA + 6.10%.
The Feed 2nd earn-out consideration loan of £10,098,864 was entered into on 19 September 2023.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 28 January 2027.  The loan will bear interest at a rate of SONIA + 4.97%.
The Shoptalk deferred payment loan of £842,476 was entered into on 1 December 2023.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 28 January 2027.  The loan will bear interest at a rate of SONIA + 4.97%.
These loans are unsecured.

Page 23

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

17.


Deferred taxation




2024
2023


£

£






At beginning of year
(44,146)
(61,322)


Charged to profit or loss
737,407
17,176



At end of year
693,261
(44,146)

The deferred taxation balance is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(21,782)
(49,361)

Tax losses carried forward
706,946
-

Other timing differences
8,097
5,215

693,261
(44,146)


18.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



890,588 (2023 - 890,588) Ordinary shares of £1.00 each
890,588
890,588


Page 24

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

19.


Reserves

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.  It also includes a further £9,013,854 in relation to debt restructuring during 2020 whereby the acquisition of the company by Heisenberg UK Bidco Limited included a debt for equity swap.

Capital redemption reserve

The capital redemption reserve consists of the nominal value of shares that have been acquired by the company and cancelled.

Capital contribution reserve

The capital contribution reserve has arisen from the waiver of an intercompany loan payable to the immediate parent undertaking, treated as a capital contribution and recognised directly in equity in accordance with the substance of the transaction.

Profit and loss account

The profit and loss account represents the cumulative profits or losses net of dividends paid and other adjustments.


20.


Prior year adjustment

In the current year, management charges incurred of £5,137,726 have been reclassified from other operating income to administrative expenses to more appropriately reflect their nature. Comparative figures of £3,979,330 in the prior year have been adjusted on the same basis. This reclassification has no impact on profit, net assets or equity.


21.


Contingent liabilities

There is a fixed and floating charge over the assets of the company in respect of a senior facilities agreement of EUR 185,000,000 (2023: EUR 185,000,000) held by a foreign parent entity, Digital Agency Holding B.V. The company is one of three UK-based group companies acting as chargor in the agreement.


22.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £17,435 (2023: £10,352). Contributions totalling £32,086 (2023: £20,358) were payable to the fund at the reporting date and are included in creditors.

Page 25

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

23.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
334,290
334,290

Later than 1 year and not later than 5 years
1,002,870
83,573

1,337,160
417,863


24.


Controlling party

The immediate parent undertaking is Heisenberg UK Bidco Limited, a company registered in England, company number 12503141.
The smallest group for which consolidated accounts are prepared is Digital Agency Subholding B.V., a company registered in The Netherlands at Generaal Vetterstraat 66, NL-1059BW, Amsterdam, The Netherlands. The largest group for which consolidated accounts are prepared is Digital Agency Holding B.V., a company registered in The Netherlands at the same address as above.
Consolidated accounts are available from the registered offices listed above.
The Carlyle Group Inc. is the ultimate parent undertaking.
 
Page 26