DEAR FRANCES LIMITED


Directors	O'CONNOR, Jane Frances
	O'CONNOR, Scott
	RAZON, Katrina


Registered Address	First Floor, 10-11 Lower John Street
	London
	W1F 9EB


Registered Number	08785438 (England and Wales)

Balance Sheet as at
31 December 2024

	Notes	2024		2023
		£	£	£	£
Fixed assets
Intangible assets	3		53,435		79,093
Tangible assets	4		198,458		162,717
Investments			171		171
			252,064		241,981
Current assets
Stocks		713,278		1,117,719
Debtors	5,6	3,061,339		1,667,989
Cash at bank and on hand		60,195		902,182
		3,834,812		3,687,890
Creditors amounts falling due within one year	7	(952,349)		(673,284)
Net current assets (liabilities)			2,882,463		3,014,606
Total assets less current liabilities			3,134,527		3,256,587
Creditors amounts falling due after one year	8		(12,500)		(33,333)
Net assets			3,122,027		3,223,254
Capital and reserves
Called up share capital			181		140
Share premium			5,610,976		5,500,382
Other reserves			354,604		-
Profit and loss account			(2,843,734)		(2,277,268)
Shareholders' funds			3,122,027		3,223,254

The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors have chosen to not file a copy of the company’s profit and loss account under section 444 (5A) Companies Act 2006.

The financial statements were approved and authorised for issue by the Board of Directors on 16 September 2025, and are signed on its behalf by:

O'CONNOR, Scott
Director
Registered Company No. 08785438

DEAR FRANCES LIMITED

Notes to the Financial Statements
for the year ended 31 December 2024

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in compliance with FRS 102 Section 1A as it applies to the financial statements for the period and there were no material departures from the reporting standard.

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Revenue from sale of goods
	Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Revenue from sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

	Employee benefits
	Contributions to defined contribution plans are expensed in the period to which they relate.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Intangible assets
	Intangible fixed assets are stated at cost or valuation less amortisation. Amortisation is provided on all intangible fixed assets on a straight line basis, spread over their useful lives (5 years).

	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows:


		Straight line (years)
	Plant and machinery	3
	Office Equipment	3

	Investments
	Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value where the difference between cost and fair value is material. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

Investments

Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value where the difference between cost and fair value is material. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

	Stocks and work in progress
	Inventories are valued at the lower of cost and estimated selling price (less any associated costs to enable such sales to complete).

2.	Average number of employees


		2024		2023
	Average number of employees during the year	8		6

3.	Intangible assets

	Other	Total
	£	£
Cost or valuation
At 01 January 24	145,574	145,574
At 31 December 24	145,574	145,574
Amortisation and impairment
At 01 January 24	66,481	66,481
Charge for year	25,658	25,658
At 31 December 24	92,139	92,139
Net book value
At 31 December 24	53,435	53,435
At 31 December 23	79,093	79,093

4.	Tangible fixed assets

	Plant & machinery	Office Equipment	Total
	£	£	£
Cost or valuation
At 01 January 24	407,894	82,113	490,007
Additions	134,155	4,275	138,430
Disposals	(6,466)	-	(6,466)
At 31 December 24	535,583	86,388	621,971
Depreciation and impairment
At 01 January 24	262,788	64,502	327,290
Charge for year	84,767	11,636	96,403
On disposals	(180)	-	(180)
At 31 December 24	347,375	76,138	423,513
Net book value
At 31 December 24	188,208	10,250	198,458
At 31 December 23	145,106	17,611	162,717

5.	Debtors: amounts due within one year

	2024	2023
	£	£
Trade debtors / trade receivables	147,391	-
Amounts owed by group undertakings	2,859,320	1,624,128
Other debtors	7,889	3,822
Prepayments and accrued income	29,139	22,439
Total	3,043,739	1,650,389


	Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

Short term debtors are measured at transaction price (which is usually the invoice price), less any
impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised
at transaction price including any transaction costs and subsequently measured at amortised cost
determined using the effective interest method, less any impairment losses for bad and doubtful debts.

6.	Debtors: amounts due after one year

	2024	2023
	£	£
Other debtors	17,600	17,600
Total	17,600	17,600

7.	Creditors: amounts due within one year

	2024	2023
	£	£
Trade creditors / trade payables	594,513	359,699
Bank borrowings and overdrafts	257,229	57,741
Taxation and social security	23,944	41,996
Other creditors	48,334	55,055
Accrued liabilities and deferred income	28,329	158,793
Total	952,349	673,284


	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

8.	Creditors: amounts due after one year

	2024	2023
	£	£
Bank borrowings and overdrafts	12,500	33,333
Total	12,500	33,333

9.	Related party transactions
	The company has transactions with its wholly-owned subsidiaries in the United States and the Netherlands. Transactions during the year consisted of charges for cost of sales recharges, brand royalties, management fees and shared services. The balances outstanding at the year-end are as follows: Intercompany Loan – US: £2,055,860 (2023: £1,509,412) Intercompany Loan – EU: £803,461 (2023: £114,717) The above balances are unsecured, interest-free and repayable on demand. Accordingly, they are classified as short-term debtors in the statement of financial position. The company also received a £350,000 convertible loan note from KSR Ventures Incorporated, a significant shareholder. The loan bears interest at 3% per annum.

Related party transactions

The company has transactions with its wholly-owned subsidiaries in the United States and the Netherlands. Transactions during the year consisted of charges for cost of sales recharges, brand royalties, management fees and shared services.
The balances outstanding at the year-end are as follows:

Intercompany Loan – US: £2,055,860 (2023: £1,509,412)
Intercompany Loan – EU: £803,461 (2023: £114,717)

The above balances are unsecured, interest-free and repayable on demand. Accordingly, they are classified as short-term debtors in the statement of financial position.

The company also received a £350,000 convertible loan note from KSR Ventures Incorporated, a significant shareholder. The loan bears interest at 3% per annum.

10.	Controlling party
	In the opinion of the directors, there is no single ultimate controlling party. Control is exercised jointly by the shareholders, Scott O’Connor and Jane O’Connor, who have agreed to act together in relation to their shareholdings.