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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents her strategic report and the company's financial statements for the year ended 31 December 2024.
The strategic report has been prepared for the activities of The Independents Creative Collective UK Limited only, separately from its subsidiary undertakings. The director, in preparing this strategic report, have compiled with s414C of the Companies Act 2006. Principal activity The principal activity of the Company during the year was public relations services to the fashion industry.
For the year ended 31 December 2024, the company made a pre-tax profit of £8.1m. This figure has been heavily distorted by dividends received from subsidiaries of £16.4m and group interest charges of £8.9m.
However, after removing these, underlying operating performance, reflected by EBITDA has remained largely stable at £1.3m. There has been a strong increase in retainer business, fuelled by the gains of numerous prestigious and global clients and by the successful launch of a new offer dedicated to corporate accounts which generated additional project activity throughout the year. With this solid top-line performance, the uplift in 2024 has been sufficient to absorb the higher cost structure, resulting in consistent year on year EBITDA. Net current liabilities and net liabilities were £108.9m and £3.2m respectively. It should be noted that these numbers are significantly distorted by investments which have been funded by loans from the parent company. Investments in 2024 totalled £97.9m (2023: £54.1m) and loans were £112.8m (2023: £76.6m). During the year, the business acquired 100% of the share capital of Sunshine Partners Group Limited, a UK registered business, for £26.6m. Loans and other balances due to parent companies, The Independent Holding Limited (previously KO Holding Limited) and K10 Holding S.A as of 31 December 2024 total £102.5m. As at the date of approval of the financial statements, the parent entities have not indicated any intention to seek repayment of these loans. Hence the accounts have been prepared on the going concern basis.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The director of The Independents Creative Collective UK Limited confirms that she has carried out a thorough assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency, or liquidity.
Business and operational risk The Company competes for clients in a competitive industry and is dependent on its employees. The Company manages the competition risk by providing added value services to its clients - such as its 360-degree universal multi-territory services and maintaining strong client relationships. To address the risk around retention of employees, the Company recruits and seeks to retain the most talented people in the industry and supports them to expand their skills and capabilities. The UK’s departure from the European Union continues to have an ongoing impact on our ability to attract, recruit, and deploy international talent. The PR and communications industry relies heavily on creative professionals with global experience, linguistic diversity, and deep cultural insight. UK immigration and mobility restrictions have made it more complex and time-consuming to hire EU nationals and to move staff between our UK operation and overseas offices or client markets. The Company acts as an agent, and the Company arranges for another entity within the group to provide the services. The Company is not exposed to credit risk for the amount receivable in exchange for those services. Credit risk The Company's principal financial assets are cash, trade, and other receivables, the carrying values representing the Company's maximum exposure to credit risk with financial assets. The Company has credit risk that is primarily attributable to its trade receivables. To mitigate this exposure, Management conducts regular reviews of its receivable ledger. Foreign exchange risk The Company has significant sales in EUR, and the Company is therefore exposed to the movement of this currency against the £ Sterling exchange rate. Following a thorough review of all contractual terms with foreign exchange implications and enhanced strengthening of the treasury function, the risk has been minimised. The Company is taking steps to minimise its recent exposure to foreign exchange fluctuation and look at hedging in the future. Liquidity risk The Company keeps its short-term and long-term funding requirements under constant review. Liquidity risk is managed by ensuring that sufficient liquid assets are available to meet foreseeable needs. Despite the growth of the business and associated increased costs, the Company has not needed to apply for credit facilities, other than the loan from the Company's parent company, which will not be called up for at least 12 months from signing the accounts. As part of the transactions relating to the acquisition of trademarks, the Company has a loan from The Independents Holding Limited, the immediate parent company, Statements of intent have been received confirming that payment will not be demanded for at least 12 months from the date of the approval of these financial statements.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2024 2023 Movement Movement £ £ £ % Turnover 15,191,606 11,534,460 3,657,146 32% Gross profit 8,137,311 6,837,337 1,299,974 19% Gross profit % 54% 59% EBITDA 1,264,543 1,325,014 (80,471) (6%) Key performance indicators used by the Company are turnover, gross profit and EBITDA. Turnover and gross profit show solid year-on-year growth, mainly driven by the expansion of the retainer business and the successful development of dedicated projects for corporate clients, distinct from our traditional fashion, lifestyle, and hospitality client base. While these projects contributed to higher overall activity and gross profit in absolute terms, they also had a dilutive impact on the gross profit margin, as project-based assignments typically yield lower margins than fully fee based retainers. Future outlook The Company will continue to differentiate itself from its competitors by continuously growing its digital strategy and talent division, leveraging on the projected new business and focusing on what the director believes is a unique service offering locally and globally. The year 2024 and the years ahead reflect continued business growth, driven by strong market demand and the Company's ability to differentiate itself from its competitors. As such, the Company is continuously working to grow its retainer client base and reduce churn, expand talent led activations, and focus on high-potential sectors such as beauty and hospitality.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The director considers the successful running of the Company, which is directly linked to the success of the Group the Company belongs to, centres around the long-term strategy of maintaining a sustainable, profitable business. The director considers that she has acted in the way she consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in S172(1)(a-f) of the Act) in the decisions taken during the financial year ended 31 December 2024.
In coming to this conclusion, the director has considered the following: The long-term consequences are an inherent part of the Company's decision-making processes. As a privately owned Company, the director considers that the interests of the Company and its shareholders are aligned in seeking sustainable value creation over the longer term through the Company's operations, promoting long term strategic decision-making. The director continue to ensure that a reputation for high standards of business conduct with stakeholders is maintained. The Company has continued throughout the year to provide employees of the Group with relevant information and to seek their views on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters affecting the Company/Group. When taking decisions, the director consider the potential impact the decisions they take may have on the community and environment and socially. The integrity of the Company is underpinned with policies in relation to bribery and corruption, data protection, equality, diversity, fraud and whistleblowing, each of which is reinforced through appropriate training. The director confirms that throughout the year she has acted in the way she considers, in good faith, to be most likely to promote the success of the Company for the benefit of its members as a whole.
This report was approved by the board on 3 December 2025 and signed on its behalf.
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DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents her report and the financial statements for the year ended 31 December 2024.
The director who served during the year was:
The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable her to ensure that the financial statements comply with the Companies Act 2006. She is 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.
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DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The company completed 2 new investments as part of its ongoing growth strategy. These do not affect the amounts recognised in these financial statements.
Sopher + Co LLP were appointed auditors after the year and under section 487(2) of the Companies Act 2006, Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE INDEPENDENTS CREATIVE COLLECTIVE UK LIMITED
We have audited the financial statements of The Independents Creative Collective UK Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE INDEPENDENTS CREATIVE COLLECTIVE UK LIMITED (CONTINUED)
The director is responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the 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:
∙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 director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
As explained more fully in the Director's Responsibilities Statement set out on page 5, 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 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 Company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE INDEPENDENTS CREATIVE COLLECTIVE UK LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the PR sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
∙understanding the design of the Company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE INDEPENDENTS CREATIVE COLLECTIVE UK LIMITED (CONTINUED)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 29 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Independents Creative Collective UK Limited is a private limited company limited by shares incorporated in England and Wales with its registered office at 190 Strand, London, WC2R 1AB.
The principal activity of the Company continued to be that of public relation services to the fashion industry. The Company changed its legal name from Karla Otto Limited to the present one on 26 March 2025.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
The Company has therefore taken advantage of exemptions from the following disclosure requirements:
· Section 4 'Statement of Financial Position' — Reconciliation of the opening and closing number of shares; · Section 7 'Statement of Cash Flows' — Presentation of a statement of cash flow and related notes and disclosures; · Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; · Section 33 'Related Party Disclosures' — Compensation for key management personnel.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has net current liabilities of £108.9m and net liabilities of £3.2m but it made a net profit for the year of £8.1m (2023 - loss £3.1m).
The director has prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the Company will have sufficient funds, through its optimized cost structure and support from its immediate and ultimate parent companies, The Independents Holding Limited (previously KO Holding Limited) and K10 Holding S.A. respectively, to meet its liabilities as they fall due for that period. K10 Holding S.A. have confirmed in writing that they will support the Company for a period of at least 12 months from the date of signing these accounts in order to enable it to pay its creditors as they fall due. Those forecasts are dependent on The Independents Holding Limited and K10 Holding S.A. not seeking repayment of the amounts currently due to it, which at 31 December 2024 amounted to £102.5m, and providing additional financial support during that period. The Independents Holding Limited and K10 Holding S.A. have indicated that they will continue to make available such funds and that they will not seek repayment of the amounts due at the balance sheet date, for the period covered by the forecasts. K10 Holding S.A have provided a guarantee against all intercompany loans receivable due to the company. As with any Company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. Consequently, the director is confident that the Company will have sufficient funds to continue to meet all of its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore has prepared the financial statements on a going concern basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Transactions made on an agent basis on behalf of Group entities are recognised on a net basis rather than gross. All turnover arose in the United Kingdom. The company has significant sales that are made in EUR. Revenue recognition Revenue is recognised when the service is transferred to the customer. Judgement is applied for an allowance to be created to recognise the potential loss arising from the possibility of incurring bad debts. · Retainer Revenues: Revenue is derived from rendering professional services of public relations for and on behalf of the clients; the services provided can include VIP or digital service. The remuneration is based on monthly fee and is recognised on a monthly basis. · Event or Production Revenues: Revenue is derived from events produced by the Company on behalf of the client. Services can include, but not limited to, scenography, general decor, backstage equipment, catering, project management etc. The Company acts as a principal and therefore the revenue is recorded on a gross basis and the related costs are recognised in cost of sales. Revenue is recognised when the event takes place. · Show Revenues: Revenue is derived from a fee defined with the client for participation on a client's fashion show. This type of revenue is recognised on event date. · Expenses Revenue: All costs and expenses to be incurred by the Company in rendering the services will be sustained directly by the client, therefore the company first pays for these expenses, then the expenses are directly re-invoiced to the client with a margin to cover administrative costs. The expenses impacted are the following: travel costs, postage, couriers, telephone, taxi, and messengers. Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. Principal versus agent Where the Company acts as an agent, its role is to arrange for another entity to provide the services. Factors considered in making this assessment are: (i) whether the Company has any exposure to the significant risks and rewards associated with the provision of services and (ii) whether the price is mainly determined by the entity which is providing the services. In the case of invoicing on behalf of other Group offices, the director considers that: (i) the risk and rewards associated with the provision of services are borne by the other office because, upon non-collection of a client debtor, the cost is cancelled with a credit note, and (ii) the contract prices are determined jointly by the client leads in each office. Based on this assessment, sales and cost of sales are presented on a net basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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 eases assets are consumed. Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Associates and joint ventures are held at cost less impairment.
Revenue and costs are recognized when control of a good or service transfers to a customer on the event date. Any prepayments or deposits made for future event expenses are recorded separately as contract assets. If it becomes evident that the total cost of production will exceed anticipated revenue, a provision is made for the expected loss in the current year. Management regularly reviews work in progress balances to ensure accurate valuation and alignment with contractual obligations and expected revenue streams.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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 to and from related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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. Critical judgements The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. Recoverability of doubtful debts In determining the carrying value of trade debtors, management closely review overdue debtors on a client-by-client basis using their knowledge of the client and the industry in which they operate. The year-end provision is based on management's judgement as to individual debts where recoverability may be doubtful based on conditions existing at that date. Impairment of patents and trademarks The trademark intangible was reviewed for impairment. Management completed this review by calculating the value in use of the trademarks using a discounted cash flow model. Managements judgement was required when determining the key inputs into the review including an estimate of future growth for the cash generating unit and the appropriate discount factor to apply to the cash flows. Management used their knowledge of the client and the industry in which they operate to inform these estimates. The trademark brand intangible is amortised over its useful economic life of 25 years. This is an estimate made by management using their knowledge and expectations of the industry in which the Company operates.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company has estimated losses of £15.2m (2023 - £8.5m) available to carry forward against future profits or surrender as group relief. No provision has been made for a deferred tax asset in respect of these losses in view of uncertainty to when they may prove recoverable.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Profit and loss account
The comparative figures in the Statement of Comprehensive Income have been restated to reflect changes relating to foreign exchange arising from operating activities and financing activities which has been reclassified out of the administration expenses. As a result of the reclassification, the administration expenses have increased by £44,277. There was no impact on the overall profit and loss result for the year.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company contributes to a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £238,451 (2023 - £182,507). Contributions totalling £22,717 (2023 - £11,486) were payable to the fund at the reporting date and are included in creditors.
25.Other financial commitments
The Company is party to an intercompany pledge charge over assets of the Company in favour of Banque Internationale A Luxembourg for loans granted to the ultimate parent Company K10 Holding S.A. and subsidiary company The Independents France SAS.
On 27 October 2025 a supplemental deed was granted to Societe Generale and pledge charge over the 100 % shares owned in subsidiary Stella Enterprises Limited. On 20 May 2025, the company acquired 71.1% of the share capital of We Are Ona Limited, a UK-based creative culinary agency.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate parent company is The Independents Holding Limited. The only group to consolidate these financial statements is K10 Holding S.A., a company incorporated in Luxembourg.
The ultimate parent company is K10 Holding S.A. which is ultimately controlled by Isabelle and Olivier Chouvet. The registered address of K10 Holding S.A. is 74, Grand-Rue, L-1660, Luxembourg.
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