Navigate PR Limited - Period Ending 2024-12-31

Registration number: 05129959

Navigate PR Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2024

Navigate PR Limited

Contents

Company Information	1
Strategic Report	2
Directors' Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 8
Profit and Loss Account	9
Balance Sheet	10
Statement of Changes in Equity	11
Statement of Cash Flows	12
Notes to the Financial Statements	13 to 21

Navigate PR Limited

Company Information

Directors

Gregory Paul Fenton

Dustin Eno

Registered office

Salisbury House
29 Finsbury Circus
London
EC2M 7AQ

Auditors

Rawlinson & Hunter Audit LLP
Statutory Auditor & Chartered Accountants
Eighth Floor
6 New Street Square
New Fetter Lane
London
EC4A 3AQ

Accountants

Aughtersons
1 Wheatsheaf Close
Woking
Surrey
GU21 4BL

Navigate PR Limited

Strategic Report for the Year Ended 31 December 2024

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

Principal activity

The company is no longer trading.

As at close of business on 31 December 2023 the trade and certain net assets of the company were transferred to Navigate Response Limited, a fellow subsidiary, at book value.

Fair review of the business

The company did not trade in 2024. In 2023 turnover for the year was £876k and in line with expectations. Costs were in line with expectations. The Balance Sheet at the year end showed net assets of £90k (2023: £246k) .

Principal risks and uncertainties

Foreign exchange risk

The company was historically exposed to movement in foreign exchange rates as a result of transactions with international clients. The company managed these risks by maintaining foreign currency balances within accepted risk parameters.

Liquidity risk

The company carefully manages the liquidity position with the objective of maintaining the ability to fund commitments and repay liabilities in accordance with the suppliers' payment terms. The company has no external financing.

Interest rate risk

The company's operating activities were mainly funded through reinvestment and favourable trading terms with its suppliers.

Credit risk

The directors do not consider that the company has significant credit risk. The company has implemented policies and arrangements with its customers to minimise the potential credit risk.

Approved and authorised by the Board on 30 June 2025 and signed on its behalf by:

.........................................
Gregory Paul Fenton
Director

Navigate PR Limited

Directors' Report for the Year Ended 31 December 2024

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

Directors of the company

The directors who held office during the year were as follows:

Gregory Paul Fenton

Dustin Eno

Tim Decker Whipple (resigned 31 January 2024)

Matters covered in the strategic report

Disclosure of the company's business review (including future developments), principal risks and uncertainties and financial key performance indicators are provided in the Strategic Report.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors Rawlinson & Hunter Audit LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised by the Board on 30 June 2025 and signed on its behalf by:

.........................................
Gregory Paul Fenton
Director

Navigate PR Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and apply them consistently;

•	make judgements and accounting estimates that are reasonable and prudent;

•	state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

Navigate PR Limited

Independent Auditor's Report to the Members of Navigate PR Limited

Opinion

We have audited the financial statements of Navigate PR Limited (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, 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).

In our opinion the financial statements:

•	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

Navigate PR Limited

Independent Auditor's Report to the Members of Navigate PR Limited

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter prescribed by the Companies Act 2006

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

•	the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

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

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

•	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
•	the financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Navigate PR Limited

Independent Auditor's Report to the Members of Navigate PR Limited

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

Auditor 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.

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.

Our assessment of the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur, is considered to be low. This conclusion was reached after the consideration of the following:

•	due to the relatively simple business model of the company there are comparatively few unexpected fluctuations in the reported results and balances and any such unexpected items would be specifically investigated by us; and
•	there are a number of individuals which comprise “management” and therefore there is no single individual who is likely to be able to override controls to effect a fraud.

We designed our audit procedures to respond to identified audit risks, including non-compliance with laws and regulations (irregularities) that are material to the financial statements. Some of the specific procedures performed to detect irregularities, including fraud, are detailed below:

•	review of control accounts and journal entries for large, unusual or unauthorised entries;
•	analytical review of the detailed profit and loss account for variances that are either unexpected or considered not to be in accordance with our understanding of the business during the year;
•	obtaining and reviewing for completeness a list of entities and persons considered to be related parties (as defined by FRS 102) and reviewing the ledgers of the company for previously unreported related party transactions;
•	review of transactions and journals for any indication of fraud or management override; and
•	confirming the use of the going concern basis is appropriate.

Navigate PR Limited

Independent Auditor's Report to the Members of Navigate PR Limited

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

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.

......................................
Kulwarn Nagra (Senior Statutory Auditor)
For and on behalf of Rawlinson & Hunter Audit LLP, Statutory Auditor & Chartered Accountants

Eighth Floor
6 New Street Square
New Fetter Lane
London
EC4A 3AQ

30 June 2025

Navigate PR Limited

Profit and Loss Account for the Year Ended 31 December 2024

	Note	2024 £	2023 £
Turnover	4	-	875,996
Cost of sales		-	(603,768)
Gross profit		-	272,228
Administrative expenses		(113)	(331,761)
Other operating income	5	-	27,854
Operating loss	6	(113)	(31,679)
Interest payable and similar expenses	7	-	(71)
Loss before tax		(113)	(31,750)
Tax on loss	11	-	4,081
Loss for the financial year		(113)	(27,669)

The company has no recognised gains or losses for the year other than the results above.

Navigate PR Limited

(Registration number: 05129959)
Balance Sheet as at 31 December 2024

	Note	2024 £	2023 £
Current assets
Debtors	12	80,453	72,680
Cash at bank and in hand	13	9,778	214,553
		90,231	287,233
Creditors: Amounts falling due within one year	14	-	(40,776)
Net assets		90,231	246,457
Capital and reserves
Called up share capital	16	100	100
Profit and loss account		90,131	246,357
Total equity		90,231	246,457

These Financial Statements were approved and authorised by the Board on 30 June 2025 and signed on its behalf by:

.........................................

Gregory Paul Fenton
Director

Navigate PR Limited

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

	Share capital £	Retained earnings £	Total £
At 1 January 2024	100	246,357	246,457
Loss for the year	-	(113)	(113)
Dividends	-	(156,113)	(156,113)
At 31 December 2024	100	90,131	90,231

	Share capital £	Retained earnings £	Total £
At 1 January 2023	100	274,026	274,126
Loss for the year	-	(27,669)	(27,669)
At 31 December 2023	100	246,357	246,457

Navigate PR Limited

Statement of Cash Flows for the Year Ended 31 December 2024

	Note	2024 £	2023 £
Cash flows from operating activities
Loss for the year		(113)	(27,669)
Adjustments to cash flows from non-cash items
Depreciation and amortisation	6	-	3,942
Finance costs	7	-	71
Income tax credit	11	-	(4,081)
		(113)	(27,737)
Working capital adjustments
(Increase) / decrease in debtors	12	(8,465)	155,292
Decrease in creditors	14	(40,776)	(147,461)
Cash used by operations		(49,354)	(19,906)
Income taxes received	11	692	8,607
Net cash flow from operating activities		(48,662)	(11,299)
Cash flows used in investing activities
Acquisitions of tangible assets		-	(584)
Proceeds from sale of tangible assets		-	3,277
Net cash flows generated from investing activities		-	2,693
Cash flows used in financing activities
Interest paid	7	-	(71)
Dividends paid	16	(156,113)	-
Net cash flows from financing activities		(156,113)	(71)
Net decrease in cash and cash equivalents		(204,775)	(8,677)
Cash and cash equivalents at 1 January		214,553	223,230
Cash and cash equivalents at 31 December	13	9,778	214,553

Navigate PR Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

1	General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
Salisbury House
29 Finsbury Circus
London
EC2M 7AQ
United Kingdom

These financial statements were authorised for issue by the Board on 30 June 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The financial statements have been prepared on a going concern basis.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
- The amount of revenue can be reliably measured,
- It is probable that future economic benefits will flow to the entity and
- Specific criteria have been met for each of the company's activities.

Tax

The tax expense for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Navigate PR Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

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

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Office equipment	33% straight line

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Navigate PR Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

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

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Navigate PR Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Related party transactions

In reliance on the exemption in Section 33.1A of FRS 102 the company does not disclose details of related party transactions with other companies wholly owned by the ultimate parent company.

3

Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported for expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

No judgements, estimates or assumptions that materially impacted the financial statements were made during the year.

4

Revenue

The analysis of the company's Turnover for the year is as follows:

	2024 £	2023 £
Rendering of services	-	875,996

5	Other operating income

The analysis of the company's other operating income for the year is as follows:

	2024 £	2023 £
Sub lease rental income	-	27,854

Navigate PR Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

6	Operating loss

Arrived at after charging/(crediting)

	2024 £	2023 £
Depreciation expense	-	3,942

7	Interest payable and similar expenses

	2024 £	2023 £
Interest expense on other finance liabilities	-	71

8	Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

	Note	2024 £	2023 £
Wages and salaries		-	606,635
Social security costs		-	65,880
Other short-term employee benefits		-	1,642
Pension costs, defined contribution scheme	15	-	11,918
Other employee expense		-	4,108
		-	690,183

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

	2024 No.	2023 No.
Production	-	8
Administration and support	2	1
	2	9

9	Directors' remuneration

The directors' remuneration for the year was as follows:

	2024 £	2023 £
Remuneration	-	104,143
Contributions paid to money purchase schemes	-	3,470
	-	107,613

Navigate PR Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

10	Auditors' remuneration

	2024 £	2023 £
Audit of the financial statements	-	8,125

The audit fee for the current year was borne by Navigate Response Limited, a fellow subsidiary, with no recharge to the company.

Navigate PR Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

11

Taxation

Tax charged /(credited) in the income statement

	2024 £	2023 £
Current taxation
UK corporation tax	-	(12,975)
UK corporation tax adjustment to prior periods	-	(2,469)
	-	(15,444)
Deferred taxation
Arising from origination and reversal of timing differences	-	11,363
Tax credit in the income statement	-	(4,081)

The tax on loss before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 23.5%).

The differences are reconciled below:

	2024 £	2023 £
Loss before tax	(113)	(31,750)
Corporation tax at standard rate	(28)	(7,461)
Tax increase from effect of capital allowances and depreciation	-	1,660
Tax decrease from other short-term timing differences	-	(130)
Effect of expense not deductible in determining taxable profit (tax loss)	28	63
Deferred tax expense from unrecognised temporary difference from a prior period	-	2,469
Deferred tax credit relating to changes in tax rates or laws	-	(682)
Total tax credit	-	(4,081)

Navigate PR Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

12

Debtors

	Note	2024 £	2023 £
Amounts owed by related parties		80,453	71,988
Income tax asset		-	692
		80,453	72,680

13	Cash and cash equivalents

	2024 £	2023 £
Cash at bank	9,778	214,553

14

Creditors

	2024 £	2023 £
Due within one year
Social security and other taxes	-	34,740
Other payables	-	6,036
	-	40,776

15	Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £Nil (2023 - £11,918).

Navigate PR Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

16	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	£	No.	£
Ordinary Shares of £1 each	100	100	100	100

During the year a dividend of £156,113 was paid to the shareholder.

17	Parent and ultimate parent undertaking

The company’s immediate parent and the smallest group where consolidated financial statements are prepared is Witt O’Brien’s LLC, incorporated in the United States of America which has a registered address of 818 Town & Country Blvd, Suite 200, Houston, Texas, TX 77024 USA.

The ultimate parent company is Ambipar Participacoes e Empreendimentos SA, incorporated in Brazil. Its consolidated financial statements are available upon request from Avenida Pacaembu, 1,088, Sao Paulo, Brazil.

18	Group reorganisation

As at close of business on 31 December 2023 the trade and certain net assets of the company were transferred to Navigate Response Limited, a fellow subsidiary, at book value.