Discover International Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 11471410 (England and Wales)
Discover International Holdings Limited
Company Information
Director
A B Matthews
Company number
11471410
Registered office
Northern & Shell Building
10 Lower Thames Street
London
United Kingdom
EC3R 6EN
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Discover International Holdings Limited
Contents
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 8
Group profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 32
Discover International Holdings Limited
Strategic Report
For the year ended 31 December 2024
Page 1

The director presents the strategic report for the year ended 31 December 2024.

Fair review of the business

Discover Group continued to deliver recruitment services to the Life Sciences sector for both permanent hire and interim staffing solutions. The financial year of 2024 continued to show similar trends to that of 2023. The economic conditions were challenging, and the recruitment industry has been affected by worsening market conditions. The Life Sciences sector, historically resilient in a tough market, has been negatively impacted in a prolonged way, which meant producing Net Fee Income (NFI) as a Group was more difficult. Nevertheless, the Discover International Group had a promising year in performance terms. The strength of the business, people and brand, all played a key role in outperforming the wider market, and ensuring the business turned a profit. The business retained key staff and further improved processes, governance and infrastructure to give the business a strong platform for future growth.

Considering all these factors, the Board, including our exceptional co-founder Steve McBride, who sadly passed away in October 2024, were extremely proud of the business performance throughout the 2023 and 2024 period, and were optimistic for the future of the business. Although trading conditions were difficult for the prior 24 months, the Group showed resilience and managed to trade well whilst outperforming the market over both years.

Throughout the budgeting phase in 2024, the Board made decisions that focused on cash retention and profit conversion to ensure short-term sustainability and create long-term opportunity. In January 2024 there was a small reduction in headcount in the US due to these considerations. The business focused on profitability and productivity per head to achieve these objectives. Group overheads were reviewed and revised to ensure the cost base was both lean and productive.

Due to these key decisions, the business was able to navigate Q1 2024 with a small profit, further increasing profits quarter on quarter throughout Q2 and Q3. With additional investment in salespeople in Q3 and Q4, alongside the seasonal quieter periods, Q4 was approximately a break-even quarter. Productivity metrics increased in FY 2024 leading to improved profitability per head.

Principal risks and uncertainties

The management of the business and the execution of the Group’s strategy are subject to a number of risks. The key risks are acknowledged below.

Credit Risk – The business has a good client mix and many of our clients are larger and more established companies. Trade receivables exposure is spread across a large number of clients and there is no material concentration risk on any particular client.

Liquidity Risk – The Group’s liquidity risk is managed and secured through an invoice discounting facility in both the UK and the US.

Cashflow Risk – Cash is monitored closely by the Board of Directors. A significant risk relates to commission payments to consultants. This risk is mitigated by ensuring payments are only made when invoices have been sent and paid 1 month in arrears. In many cases, the business has already recovered the debt before paying commission. Corporation tax also poses a risk but cash is managed to factor these payments and the cashflow models give good visibility of cash requirements.

Foreign Exchange Risk – The Group is exposed to risk of currency fluctuations. This is mitigated by the continuous monitoring of the cash flow position, alongside performance and currency markets. The Group looks to reduce this exposure by using a broker for all currency trades and proactively assesses hedging options to give cash flow certainty in the future.

Market Risk – The Group is exposed to changing economic and market conditions. During times of uncertainty or economic downturn, the Board meets more regularly and has regular reviews of operational and cash management. Given the sector’s historic resilience during recessions and the pandemic, we are confident the Group is robust to withstand any downturn in conditions.

Discover International Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2
Key performance indicators

The net result for FY 2024 at the Group level was £21.57m in Sales Turnover (down 6.7% YoY), £10.25m in NFI (down 14.4% YoY) (61.5% fees for Permanent introductions and 38.5% for Contract Gross Profit), £1.33m in EBITDA (up 85.5% YoY) and £958k in Profit Before Tax (up 67.8% YoY). This compares to a FY 2023 Group result of £23.03m in Sales Turnover, £11.96m in NFI (69.6% fees for Permanent introductions and 30.4% for Contract Gross Profit), £717k in EBITDA and £571k in Profit Before Tax.

The Discover Group continues to have a strong balance sheet and significant liquidity headroom. The Group had a net asset position of £3.70m on the balance sheet at the year-end 2024, up 9.2% from 2023 where the position was £3.35m.

Going Concern

As expected, the market conditions remained challenging throughout the year and ran into the early part of 2025, however there were signs of a slow recovering market. The Group has shown a robustness and resilience through the market downturn. Throughout 2024, cash flow management was positive, and the business ensured the cost base remained lean to protect the conversion of NFI to EBITDA. Key personnel were retained across the Group, and this has given the business a strong platform to scale into 2025 and beyond.

For FY2025, the Board were confident that the business could deliver the budgeted results. The budget was cautiously optimistic, forecasting modest growth, whilst continuing to build a platform for the future. A full market recovery is still yet to be experienced however market confidence has improved throughout the year. At the time of writing the report, the Group results are on target to achieve the original budget for Turnover, NFI and EBITDA.

 

On behalf of the board

A B Matthews
Director
29 September 2025
Discover International Holdings Limited
Director's Report
For the year ended 31 December 2024
Page 3

The director presents his annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of recruitment services.

Director

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

A B Matthews
S McBride
(Deceased 25 October 2024)
Results and dividends

Ordinary dividends were paid amounting to £375,783 (2023: £647,324). The director does not recommend payment of a further dividend.

Qualifying third party indemnity provisions

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

Director's insurance

The group maintains insurance policies on behalf of all the directors against liability arising from negligence, breach of duty and breach of trust in relation to the group.

Auditor

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
A B Matthews
Director
29 September 2025
Discover International Holdings Limited
Director's Responsibilities Statement
For the year ended 31 December 2024
Page 4

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Discover International Holdings Limited
Independent Auditor's Report
To the Members of Discover International Holdings Limited
Page 5
Opinion

We have audited the financial statements of Discover International Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group 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 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:

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 group and parent 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 director's 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 and 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 director 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 director is 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.

Discover International Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Discover International Holdings Limited
Page 6

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's 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:

 

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement, the director is 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 director determines 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 director is responsible for assessing the group's and parent 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 director either intends to liquidate the group or parent company or to cease operations, or has no realistic alternative but to do so.

Discover International Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Discover International Holdings Limited
Page 7
Auditor's responsibilities for the audit of the financial statements

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

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

 

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.

 

Discover International Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Discover International Holdings Limited
Page 8

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:

 

 

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Katherine Edwards (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
29 September 2025
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Discover International Holdings Limited
Group Profit and Loss Account
For the year ended 31 December 2024
Page 9
2024
2023
Notes
£
£
Turnover
3
21,565,858
23,032,057
Cost of sales
(11,313,967)
(11,067,104)
Gross profit
10,251,891
11,964,953
Administrative expenses
(9,275,636)
(11,359,986)
Other operating income
-
4,000
Operating profit
4
976,255
608,967
Interest receivable and similar income
8
8,654
11,668
Interest payable and similar expenses
9
(26,872)
(49,163)
Profit before taxation
958,037
571,472
Tax on profit
10
(244,312)
(161,094)
Profit for the financial year
713,725
410,378
Profit for the financial year is all attributable to the owners of the parent company.
Discover International Holdings Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2024
Page 10
2024
2023
£
£
Profit for the year
713,725
410,378
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
69,298
(154,483)
Total comprehensive income for the year
783,023
255,895
Total comprehensive income for the year is all attributable to the owners of the parent company.
Discover International Holdings Limited
Group Balance Sheet
As at 31 December 2024
Page 11
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
68,216
136,985
Current assets
Debtors
15
4,601,290
3,483,042
Cash at bank and in hand
1,420,697
2,039,979
6,021,987
5,523,021
Creditors: amounts falling due within one year
16
(2,329,811)
(2,164,388)
Net current assets
3,692,176
3,358,633
Total assets less current liabilities
3,760,392
3,495,618
Creditors: amounts falling due after more than one year
17
-
(142,466)
Net assets
3,760,392
3,353,152
Capital and reserves
Called up share capital
21
286
286
Capital redemption reserve
128
128
Other reserves
22
942
942
Profit and loss reserves
3,759,036
3,351,796
Total equity
3,760,392
3,353,152
The financial statements were approved by the board of directors and authorised for issue on 29 September 2025 and are signed on its behalf by:
29 September 2025
A B Matthews
Director
Discover International Holdings Limited
Company Balance Sheet
As at 31 December 2024
31 December 2024
Page 12
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
21,926
1,029
Current assets
Debtors
15
126,874
475,546
Creditors: amounts falling due within one year
16
(147,361)
(326,276)
Net current (liabilities)/assets
(20,487)
149,270
Total assets less current liabilities
1,439
150,299
Creditors: amounts falling due after more than one year
17
-
(142,466)
Net assets
1,439
7,833
Capital and reserves
Called up share capital
21
286
286
Capital redemption reserve
128
128
Profit and loss reserves
1,025
7,419
Total equity
1,439
7,833

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £369,389 (2023 - £649,476 profit).

The financial statements were approved by the board of directors and authorised for issue on 29 September 2025 and are signed on its behalf by:
29 September 2025
A B Matthews
Director
Company Registration No. 11471410 (England and Wales)
Discover International Holdings Limited
Group Statement of Changes in Equity
For the year ended 31 December 2024
Page 13
Share capital
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
286
128
942
3,743,224
3,744,580
Year ended 31 December 2023:
Profit for the year
-
-
-
410,378
410,378
Other comprehensive income:
Currency translation differences
-
-
-
(154,483)
(154,483)
Total comprehensive income for the year
-
-
-
255,895
255,895
Dividends
11
-
-
-
(647,323)
(647,323)
Balance at 31 December 2023
286
128
942
3,351,796
3,353,152
Year ended 31 December 2024:
Profit for the year
-
-
-
713,725
713,725
Other comprehensive income:
Currency translation differences
-
-
-
69,298
69,298
Total comprehensive income for the year
-
-
-
783,023
783,023
Dividends
11
-
-
-
(375,783)
(375,783)
Balance at 31 December 2024
286
128
942
3,759,036
3,760,392
Discover International Holdings Limited
Company Statement of Changes in Equity
For the year ended 31 December 2024
Page 14
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
286
128
5,267
5,681
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
649,476
649,476
Dividends
11
-
-
(647,324)
(647,324)
Balance at 31 December 2023
286
128
7,419
7,833
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
369,389
369,389
Dividends
11
-
-
(375,783)
(375,783)
Balance at 31 December 2024
286
128
1,025
1,439
Discover International Holdings Limited
Group Statement of Cash Flows
For the year ended 31 December 2024
Page 15
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
707,564
1,408,482
Interest paid
(26,872)
(49,163)
Income taxes paid
(348,527)
(408,541)
Net cash inflow from operating activities
332,165
950,778
Investing activities
Purchase of tangible fixed assets
(23,948)
(55,158)
Repayment of loans
(137,801)
5,022
Interest received
8,654
11,668
Net cash used in investing activities
(153,095)
(38,468)
Financing activities
Repayment of shareholder loans
(326,190)
(319,735)
Movement in invoice discounting
(96,379)
(385,480)
Dividends paid to equity shareholders
(375,783)
(647,323)
Net cash used in financing activities
(798,352)
(1,352,538)
Net decrease in cash and cash equivalents
(619,282)
(440,228)
Cash and cash equivalents at beginning of year
2,039,979
2,480,207
Cash and cash equivalents at end of year
1,420,697
2,039,979
Discover International Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 16
1
Accounting policies
Company information

Discover International Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Northern & Shell Building, 10 Lower Thames Street, London, EC3R 6EN.

 

The group consists of Discover International Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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

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.

Discover International Holdings Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the consolidated financial statements. Exemptions have been taken in relation to financial instruments, presentation of a cash flow statement and remuneration of key management personnel.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

 

Discover International Holdings Limited acquired the shareholdings of Discover People International Ltd on 31 May 2020 through a share-for-share exchange. As the ultimate owners of the group remained the same, this reconstruction was accounted for using the merger accounting principles set out in FRS 102. The results of the reconstructed group are therefore presented as though the new structure had always been in existence. The other reserves represents the merger reserve as accounted for using the merger accounting principles set out in FRS 102.

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 17
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Discover International Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover represents fees earned, excluding VAT, from the placement of permanent candidates in the year and from temporary contractors supplied in the year.

 

Income from the placement of permanent candidates is recognised when the candidate has accepted the position for both UK and European placements, and when the candidate starts the position for USA placements.

 

Revenue from contractors is recognised as the service is provided.

1.6
Tangible fixed assets

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

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

Plant and equipment
33% straight line
Fixtures and fittings
33% straight line

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

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 18
1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 19
1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 20
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the group 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 group.

1.12
Taxation

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

Current tax

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

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 21
Deferred tax

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

 

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

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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.

1.14
Retirement benefits

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

1.15
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.17
Foreign exchange

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

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 22
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

Key sources of estimation uncertainty

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

Share based payments

The company has in issue share options that were granted to the employees of the group. The directors have determined the fair value of these options through the Black Scholes option pricing model. The inputs to this model are judgemental and therefore management has exercised judgement and made assumptions around volatility, likely timing of exercise, interest rates and share price valuation. The resulting share based payment charge is immaterial and therefore no charge has been included in the financial statements. See note 19 for further details.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Contract income
15,275,791
14,701,065
Permanent income
6,275,092
8,330,992
Other income
14,975
-
21,565,858
23,032,057
2024
2023
£
£
Turnover analysed by geographical market
Europe
10,043,117
11,233,963
USA
11,522,741
11,798,094
21,565,858
23,032,057
2024
2023
£
£
Other revenue
Interest income
8,654
11,668
Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 23
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Exchange losses
51,092
50,596
Depreciation of owned tangible fixed assets
93,160
108,423
Operating lease charges
651,617
702,413
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
30,500
22,000
Audit of the financial statements of the company's subsidiaries
37,750
35,250
68,250
57,250
For other services
Taxation compliance services
5,750
5,250
All other non-audit services
8,000
7,500
13,750
12,750
6
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
236,865
250,925
Company pension contributions to defined contribution schemes
8,600
9,600
245,465
260,525
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
227,607
239,815
Company pension contributions to defined contribution schemes
3,600
3,600
Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 24
7
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Sales
67
91
-
-
Support
13
14
-
-
Directors
2
2
-
-
Total
82
107
0
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,652,780
7,116,384
-
0
-
0
Social security costs
509,547
557,058
-
-
Pension costs
39,764
32,178
-
0
-
0
6,202,091
7,705,620
-
0
-
0
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
8,611
11,668
Other interest income
43
-
Total income
8,654
11,668
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
-
424
Interest on invoice finance arrangements
20,478
35,892
Other interest on financial liabilities
6,394
12,847
Total finance costs
26,872
49,163
Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 25
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
45,821
178,419
Foreign current tax on profits for the current period
198,491
(17,325)
Total current tax
244,312
161,094

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
958,037
571,472
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
239,509
134,296
Tax effect of expenses that are not deductible in determining taxable profit
20,468
125
Unutilised tax losses carried forward
-
0
11,260
Group relief
5,134
-
0
Permanent capital allowances in excess of depreciation
2,258
(820)
Effect of overseas tax rates
(36,974)
-
0
Under/(over) provided in prior years
(6,474)
-
0
Foreign exchange differences
20,391
16,233
Taxation charge
244,312
161,094
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
375,783
647,324
Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 26
12
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2024
332,564
2,449
335,013
Additions
19,391
4,557
23,948
Disposals
(27,482)
-
0
(27,482)
Exchange adjustments
4,304
-
0
4,304
At 31 December 2024
328,777
7,006
335,783
Depreciation and impairment
At 1 January 2024
197,257
771
198,028
Depreciation charged in the year
92,241
772
93,013
Eliminated in respect of disposals
(27,482)
-
0
(27,482)
Exchange adjustments
4,008
-
0
4,008
At 31 December 2024
266,024
1,543
267,567
Carrying amount
At 31 December 2024
62,753
5,463
68,216
At 31 December 2023
135,307
1,678
136,985
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
21,926
1,029

During the year, the group incorporated a German entity, Discover Consulting GmbH, and paid £20,897 to subscribe for the original share capital in the company. This represents the additions in investments during the year.

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
13
Fixed asset investments
(Continued)
Page 27
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
1,029
Additions
20,897
At 31 December 2024
21,926
Carrying amount
At 31 December 2024
21,926
At 31 December 2023
1,029
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Class of shares held
Direct %
Indirect %
Discover People International Ltd
Ordinary
100
-
Discover International Inc.
Ordinary
-
100
Discover Contracting Services SP.Z.O.O.
Ordinary
-
100
Discover Global Limited
Ordinary
100
-
Discover Consulting B.V.
Ordinary
100
-
Discover International PTY LTD
Ordinary
100
-
Discover Consulting GmbH
Ordinary
100
-
Discover People International Ltd and Discover Global Limited are incorporated in England and Wales and the registered office is Northern & Shell Building, 10 Lower Thames Street, London, EC3R 6EN.
Discover International, Inc. is incorporated in the United States of America and the registered office is 80 SW 8th St, Suite 2500, Miami, FL 33130.
Discover Contracting Services SP.Z.O.O. is incorporated in Poland and the registered office is ul. Wadowicka 7, 30-363 Krakow.
Discover Consulting B.V is incorporated in The Netherlands and the registered office is Regus, Eindhoven.
Discover International PTY LTD is incorporated in Australia and the registered office is Level 10, 171 Clarence Street, Sydney.
Discover Consulting GmbH is incorporated in Germany and the registered office is Zeppelinstr. 73, Munich, Germany
Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 28
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,407,989
2,230,278
-
0
-
0
Amounts owed by group undertakings
-
-
126,860
475,532
Other debtors
588,254
176,910
14
14
Prepayments and accrued income
1,605,047
1,075,854
-
0
-
0
4,601,290
3,483,042
126,874
475,546
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Invoice financing
18
142,341
238,720
-
0
-
0
Other borrowings
18
142,465
326,189
142,465
326,189
Trade creditors
283,390
164,207
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
4,896
87
Corporation tax payable
68,239
172,454
-
0
-
0
Other taxation and social security
60,808
79,090
-
-
Other creditors
395,744
171,695
-
0
-
0
Accruals
1,236,824
1,012,033
-
0
-
0
2,329,811
2,164,388
147,361
326,276

Two of the group's subsidiaries, Discover People International Ltd and Discover International Inc. operate invoice discounting facilities, included above. There is a fixed and floating charge over the assets of Discover People International Ltd in respect of its facility, and a security charge over the assets of Discover International Inc. in respect of its facility.

17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
18
-
0
142,466
-
0
142,466

Other borrowings relate to a loan from a director who resigned during 2022. For more information please refer to note 24.

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 29
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Invoice financing
142,341
238,720
-
0
-
0
Other loans
142,465
468,655
142,465
468,655
284,806
707,375
142,465
468,655
Payable within one year
284,806
564,909
142,465
326,189
Payable after one year
-
0
142,466
-
0
142,466

As part of a share buy-back, loan notes of total value £893,557 were issued during 2022. Principal repayments in the year amounted to £325,647 (2023: £319,204). Interest accrues on the outstanding principal amount at 2% per annum and the amount charged to profit and loss in the year is £6,394 (2023: £12,847). The loan notes are due for full repayment by July 2025. The loan is secured over all assets of the group.

19
Share-based payment transactions

During the year the company granted a number of EMI share options to employees of the group. The options are only exercisable on an exit event. No share based payment charge has been recorded in the financial statements as management have determined that the charge would be immaterial.

Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
-
-
-
-
Granted
8,612
-
28.07
-
Outstanding at 31 December 2024
8,612
-
28.07
-
Exercisable at 31 December 2024
-
-
-
-

 

The options outstanding at 31 December 2024 had an exercise price ranging from £16.11 to £225.52, and a remaining contractual life of 10 years.

Group

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the expected relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 30
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
39,764
32,178

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 1p each
13,600
13,600
136
136
Ordinary B of 1p each
13,600
13,600
136
136
Ordinary E of 1p each
1,432
1,432
14
14
28,632
28,632
286
286

All shares carry equal voting and dividend rights, with the exception of Ordinary E shares which do not have any voting rights.

Ordinary A shares have full rights with respect to voting, dividends and distributions.

Ordinary B shares have full rights with respect to voting, dividends and distributions.

Ordinary E shares have full rights with respect to dividends and distributions only.

22
Other reserve
The other reserve comprises the balance arising following the acquisition of the share capital of Discover People International Ltd under a share for share exchange.  This reserve is not distributable.
Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 31
23
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
216,670
396,972
-
-
Between two and five years
-
104,005
-
-
216,670
500,977
-
-
24
Related party transactions

The group has taken advantage of the exemption in The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102") from the requirement to disclose transactions with wholly owned group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.

 

At the balance sheet date, the group owed £56,788 (2023: £81,333) to Discover International S.A DE C.V., a company which is a related party by way of a director's shareholding. Additionally, during the year, the group recorded £349,546 (2023: £484,402) of expenditure relating to recharged services from the same company.

 

Dividends totalling £98,283 (2023: £242,923) were paid to Langton Corporation Limited a company owned by one of the directors.

 

Dividends totalling £277,500 (2023: £404,401) were paid to Isola Corporation Limited a company owned by one of the previous directors. At year end there was a debtor balance of £105,000 owed from Isola Corporation Limited (2023: £nil).

 

There is an additional £33,685 (2023: £nil) owed to the company by a closely related party.

 

At year end there was a creditor balance of £nil owed to Adam Matthews (2023: £37,875), a director of the company.

 

The company owes a shareholder and former director £142,465 (2023: £468,655) at the balance sheet date as a result of a share repurchase in 2022. This loan is reflected as "other loans" in the financial statements and is split between the amount payable in 12 months from the balance sheet date, and the amount payable in more than 12 months. The loan carries interest at 2% per annum.

25
Events after the reporting date

Subsequent to the balance sheet date the group initiated a process to close down its Australian subsidiary, Discover International PTY Limited.

Discover International Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 32
26
Controlling party

The directors do not consider that there is an ultimate controlling party.

27
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
713,725
410,378
Adjustments for:
Taxation charged
244,312
161,094
Finance costs
26,872
49,163
Investment income
(8,654)
(11,668)
Depreciation and impairment of tangible fixed assets
93,013
108,423
Foreign exchange differences on fixed assets
(296)
6,945
Foreign exchange movements through OCI
69,298
(154,483)
Movements in working capital:
(Increase)/decrease in debtors
(980,447)
1,076,076
Increase/(decrease) in creditors
549,741
(237,446)
Cash generated from operations
707,564
1,408,482
28
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
2,039,979
(619,282)
1,420,697
Borrowings excluding overdrafts
(707,375)
422,569
(284,806)
1,332,604
(196,713)
1,135,891
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