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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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THE BUSINESS OF FASHION LTD
CONTENTS
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THE BUSINESS OF FASHION LTD
COMPANY INFORMATION
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THE BUSINESS OF FASHION LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The directors present their strategic report on The Business of Fashion Limited (‘the Company’) and its subsidiaries (‘the Group’) for the year ended 31 December 2024. The principal activity of the Company and Group during the year continued to be that of providing editorial content that combines journalism with business analysis, online learning, career building tools, advisory services and events focused on the global fashion, luxury and beauty industries. Business review The financial statements of the Company incorporate the Company’s 100% shareholding in The Business of Fashion Inc. and the 100% owned by intermediate holding company Kingly Worldwide Limited in Hong Kong which is in turn owned by 100% subsidiary Ledbury Holdings Limited in the British Virgin Islands. In the past year, our invoiced sales performance has continued to grow, increasing by 11% year on year to £20.5m, which exceeded our budgeted projections. The company’s sustained growth is a testament to the hard work of our teams across the business . Recognised revenue for 2024 increased by 4.5% on the prior year from £17.7m to £18.5m driven by continued growth in our core BoF Professional subscription business, as well as growth in revenues from physical events and new data and advisory services delivered by BoF Insights. The growing appetite for BoF’s curated experiential gatherings has fuelled demand for more community driven and custom events, playing a key role in our success this year. Administrative expenses increased from £13.6m to £13.8m, mostly related to investments in new, high-growth business areas including The Business of Beauty content vertical and BoF Insights. The business has optimised spending, allowing the company to maintain strong margins. Exceptional administrative expenses in 2023 amounted to £200.3k which related to one off professional costs which were not incurred again in 2024. The group has consequently made a gain before tax in 2024 of £0.7m (2024: loss of £0.3m). With over 50% of revenue denominated in USD, but only 21% of our costs in USD, consolidated EBITDA was materially affected by foreign exchange volatility over the year. This resulted in a lower EBITDA compared to what would have been reported under a constant FX rates. The net liabilities of the group as at 31 December 2024 amounted to £3.4m (2023: £4.1m); this includes deferred income of £6.0m (2023: £4.8m) which is reflective of the subscription based business and does not indicate a future cash outflow. In addition, there was adequate liquidity with cash at bank of £2.1m (2023: £0.8m). The group generated cash from its underlying activities amounting to £1.2m (2023 used £0.2m). The Directors are satisfied with the performance of the Group in the year ended 31 December 2024 in the context of the market conditions experienced. At the end of 2024, we reached 110,000 chargeable members for our core BoF Professional subscriptions in over 125 countries, including B2C and B2B subscribers. We continued to trial new formats and implemented further actions to create positive momentum in demand and improved conversion and retention tactics. Brand Partnerships advertising, sponsorship and events performed extremely well in 2024, growing by 31% year on year and exceeding expectations. We expect further growth in this area and will continue to invest in these areas with an added focus on The Business of Beauty, which should drive continued revenue growth. However, this strong performance came in the context of ongoing market and macro economic uncertainties. The impact of this has been most evident in our BoF Careers business which has experienced a drop off in activity in the latter part of 2022 and continued into 2024. We have already seen an improvement in BoF Careers in 2025 as result of strategic changes to our go-to-market strategy and product offering.
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THE BUSINESS OF FASHION LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
We continued to operate from a predominantly remote working environment in 2024, combining working from home with shared working arrangements. In early 2025 we fulfilled our intention to return to a dedicated office space, allowing for us to reap the benefits of collaborating more closely across teams. We will continue to reap the benefits of a flexible working model whilst using the office space to help foster a cohesive work culture. The financial statements have been prepared on a going concern basis notwithstanding the fact that the group has recorded a gain before tax of £0.7m in the year and has a deficiency on shareholders' funds of £3.3m at the end of the year. However, the group balance sheet includes accruals and deferred income amounting to £6.7m at the end of the year, which does not represent a cash outflow. The directors have also reviewed the group’s forecasts and funding requirements for a period of at least twelve months from the date these financial statements were approved, and believe the group is able to meet its working capital requirements. In spite of economic difficulties in the wider luxury and fashion market, the business has gained significant momentum in 2024, with a strong performance in the top and bottom line. The business broke even in the first quarter and delivered a profit for 2024-year end. Much of this was driven by the outperformance of our core BoF Professional subscription business as well as brand partnerships and Events, which was boosted by a greater traction on our Flagship Events such as BoF VOICES, The Business of Beauty Global Forum and BoF 500. The Directors remain satisfied with the general health of the business despite continued market uncertainty. They believe the Group is well positioned to navigate the effects of global uncertainty, remains a leader in its field and continues to be a valuable asset . Principal risks and uncertainties The directors consider the following to be the principal risks and uncertainties facing the business: Remote working / health and safety risk While the Group has taken (and continues to take) a wide variety of approaches and initiatives to supporting its team, ongoing efforts and renewed focus will be required to ensure that the team’s health remains at desired levels, while continuing to work in a hybrid environment. Competition risk The Group offers services also provided by other businesses in key geographic markets or globally. While Directors remain confident of the prospects for the Group and its ability to maintain a differentiated offer compared with competitors, the risk of increased competition remains in a market that BoF helped create. Actions that might be taken could have a detrimental impact on subscriber volumes and activity levels in careers, advertising, events and sponsorships. Company executives maintain close attention to market developments, in addition to planning and implementing the Group’s own competitive strategy. There is no guarantee, however that the risks from competitive actions can be fully mitigated. Foreign currency risk The Group invoices a significant proportion of its sales in foreign currencies and is exposed to exchange rate fluctuations. The risk is managed by entering into forward rate contracts as and when the need arises and in holding its cash resources in a variety of currencies to create a natural hedge against fluctuating exchange rates
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THE BUSINESS OF FASHION LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The company measures itself in a number of different ways using key performance indicators (KPIs) at various levels in the organisation. The highest level of financial KPIs are:
∙Revenue growth
∙Gross profit
∙Profit/loss before tax
Against these KPIs, company performance was as follows:
Revenue Revenue has increased by 4.5% on the prior year from £17.7m to £18.5m in 2024 due to the increase in industry appetite for brand partnerships, increased revenues from advisory services delivered by BoF Insights, along with higher revenues from our core BoF Professional subscription business. Gross profit Gross profit increased marginally from £13.7m to £14.6m in 2024 due to increased activity levels across all services. Profit/loss before tax Loss before tax improved from £0.3m to a gain of £0.7m in 2024, due to an increase in turnover and gross profit; and continued vigilance on expenses in light of the variable economic environment.
The Directors are mindful of environmental issues and have sought to minimise the impact of the Group's activities on the environment. An initial project was begun in 2021 on this important topic which continued in the year ended 2024.
The Directors are committed to further increases in the diversity and inclusivity of the Group’s team and the Group’s activities. A wide array of related initiatives has been undertaken by team members with sponsorship by senior executives and resources invested by the Group. Examples include an ongoing commitment to investment in employee resource groups addressing BAME and LGBTQ+ issues and interests, sustainability, the promotion of female professional interests and team members who are parents.
This report was approved by the board and signed on its behalf.
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THE BUSINESS OF FASHION LTD
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.
The profit for the year, after taxation, amounted to £632,194 (2023 - loss £283,829).
The directors do not recommend the payment of a dividend (2023: £nil).
The directors who served during the year were:
It remains the intention of the Board to continue to invest in building fashion’s global membership community to open, inform and connect the industry. Growth of subscription based content revenue will remain a key focus of the Company, augmented by other profitable services including careers, advertising, sponsorships, and physical and digital events. Additional investment will be required to build scalable technology systems and platforms to deliver this growth, and it is expected that such investment will be made in proven, industry standard third party platforms. Cash generated by the business will be reinvested in people and platforms for the foreseeable future while retaining sufficient resources to mitigate the risks alluded to in the Strategic Report.
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
On 16 January 2025, the Company issued 6,510 Ordinary shares of £0.000001 each at par.
On 19 June 2025, the Company issued 1,643 Ordinary shares of £0.000001 each at par. On 11 July 2025, the Company issued 7,924 Ordinary shares of £0.000001 each at par. On 11 July 2025, the Company issued 651 Ordinary shares of £0.000001 each at £0.122 per share. On 29 August 2025, the Company issued 17,795 Ordinary shares of £0.000001 each at par.
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THE BUSINESS OF FASHION LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board and signed on its behalf.
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THE BUSINESS OF FASHION LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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THE BUSINESS OF FASHION LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE BUSINESS OF FASHION LTD
FOR THE YEAR ENDED 31 DECEMBER 2024
We have audited the financial statements of The Business of Fashion Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Group 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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THE BUSINESS OF FASHION LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE BUSINESS OF FASHION LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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THE BUSINESS OF FASHION LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE BUSINESS OF FASHION LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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 Group 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:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Company through discussions with the director and other management, and from our commercial knowledge and experience of the Company's sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HM Revenue and Customs.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any.
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THE BUSINESS OF FASHION LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE BUSINESS OF FASHION LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they
may involve deliberate concealment or collusion.
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 Auditor's 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date:
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THE BUSINESS OF FASHION LTD
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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THE BUSINESS OF FASHION LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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THE BUSINESS OF FASHION LTD
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 38 form part of these financial statements.
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THE BUSINESS OF FASHION LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 19 to 38 form part of these financial statements.
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