Caseware UK (AP4) 2024.0.164 2024.0.164 0No description of principal activity2025-01-01false0falsefalsefalse 09005926 2025-01-01 2025-12-31 09005926 2024-01-01 2024-12-31 09005926 2025-12-31 09005926 2024-12-31 09005926 2024-01-01 09005926 c:Director3 2025-01-01 2025-12-31 09005926 c:Director4 2025-01-01 2025-12-31 09005926 c:Director5 2025-01-01 2025-12-31 09005926 c:Director5 2025-12-31 09005926 c:Director6 2025-01-01 2025-12-31 09005926 c:Director6 2025-12-31 09005926 c:RegisteredOffice 2025-01-01 2025-12-31 09005926 d:Buildings d:LongLeaseholdAssets 2025-01-01 2025-12-31 09005926 d:MotorVehicles 2025-01-01 2025-12-31 09005926 d:FurnitureFittings 2025-01-01 2025-12-31 09005926 d:Goodwill 2025-01-01 2025-12-31 09005926 d:CurrentFinancialInstruments 2025-12-31 09005926 d:CurrentFinancialInstruments 2024-12-31 09005926 d:Non-currentFinancialInstruments 2025-12-31 09005926 d:Non-currentFinancialInstruments 2024-12-31 09005926 d:CurrentFinancialInstruments d:WithinOneYear 2025-12-31 09005926 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 09005926 d:Non-currentFinancialInstruments d:AfterOneYear 2025-12-31 09005926 d:Non-currentFinancialInstruments d:AfterOneYear 2024-12-31 09005926 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2025-12-31 09005926 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-12-31 09005926 d:ShareCapital 2025-12-31 09005926 d:ShareCapital 2024-01-01 2024-12-31 09005926 d:ShareCapital 2024-12-31 09005926 d:ShareCapital 2024-01-01 09005926 d:SharePremium 2025-12-31 09005926 d:SharePremium 2024-01-01 2024-12-31 09005926 d:SharePremium 2024-12-31 09005926 d:SharePremium 2024-01-01 09005926 d:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 09005926 d:RetainedEarningsAccumulatedLosses 2025-12-31 09005926 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 09005926 d:RetainedEarningsAccumulatedLosses 2024-12-31 09005926 d:RetainedEarningsAccumulatedLosses 2024-01-01 09005926 c:OrdinaryShareClass1 2025-01-01 2025-12-31 09005926 c:OrdinaryShareClass1 2025-12-31 09005926 c:OrdinaryShareClass1 2024-12-31 09005926 c:OrdinaryShareClass2 2025-01-01 2025-12-31 09005926 c:OrdinaryShareClass2 2025-12-31 09005926 c:OrdinaryShareClass2 2024-12-31 09005926 c:OrdinaryShareClass3 2025-01-01 2025-12-31 09005926 c:OrdinaryShareClass3 2025-12-31 09005926 c:OrdinaryShareClass3 2024-12-31 09005926 c:OrdinaryShareClass4 2025-01-01 2025-12-31 09005926 c:OrdinaryShareClass4 2025-12-31 09005926 c:OrdinaryShareClass4 2024-12-31 09005926 c:OrdinaryShareClass5 2025-01-01 2025-12-31 09005926 c:OrdinaryShareClass5 2025-12-31 09005926 c:OrdinaryShareClass5 2024-12-31 09005926 c:FRS102 2025-01-01 2025-12-31 09005926 c:Audited 2025-01-01 2025-12-31 09005926 c:FullAccounts 2025-01-01 2025-12-31 09005926 c:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 09005926 d:Subsidiary1 2025-01-01 2025-12-31 09005926 d:Subsidiary1 1 2025-01-01 2025-12-31 09005926 c:Consolidated 2025-12-31 09005926 c:ConsolidatedGroupCompanyAccounts 2025-01-01 2025-12-31 09005926 2 2025-01-01 2025-12-31 09005926 6 2025-01-01 2025-12-31 09005926 e:PoundSterling 2025-01-01 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 09005926









Fresh Approach (UK) Holdings Limited









Annual Report and Consolidated Financial Statements

For the Year Ended 31 December 2025

 
Fresh Approach (UK) Holdings Limited
 
 
Company Information


Directors
A P Wilson 
L Harris 
O J Wildig (appointed 17 November 2025)




Registered number
09005926



Registered office
Union
2-10 Albert Square

Manchester

M2 6LW




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Fresh Approach (UK) Holdings Limited
 

Contents



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
12
Consolidated Statement of Cash Flows
 
13
Consolidated Analysis of Net Debt
 
14
Notes to the Financial Statements
 
15 - 33


 
Fresh Approach (UK) Holdings Limited
 
 
Group Strategic Report
For the Year Ended 31 December 2025

The directors present their strategic report for the year ended 31 December 2025.

Principal activity
 
The Company is a global brand experience agency. We create and deliver immersive experiences through brand activations, events and creative communications, spanning strategy, content, experiential, design, film, digital, exhibitions and integrated marketing.

Business review

Trading revenue was £14,292,683 (2024: £15,465,650). While revenue was lower year on year, profitability improved significantly: profit before tax increased to £847,574 (2024: £139,132), and Group EBITDA rose to £1,082,297 (2024: £784,236). Operating margin strengthened to 7.2% (2024: 2.3%), reflecting a higher quality mix of work and tighter delivery discipline.

The geographic mix continued to broaden with European revenue of £689,999 (2024: £153,883) and Rest of World revenue of £1,324,218 (2024: £779,472). This diversification reduces concentration risk, supports margin resilience and opens up new routes for growth.

Disciplined cost management underpinned the year’s performance: administrative expenses reduced to £4,371,023 (2024: £5,487,386). Liquidity remains strong with cash at £1,415,411 (2024: £1,108,251), providing headroom to invest in talent, capability and platforms while maintaining a prudent risk profile.

The outstanding loan notes totaling of £4,674,787 (2024 - £4,896,606) are presented in the balance sheet as being repayable in more than 1 year. The holders of these notes have confirmed that they will not require redemption of the loan notes for the foreseeable future and for a minimum of a rolling 12 months. 

We continued to invest in our integrated delivery model and in data-led planning that evidences ROI for clients. Our commitment to sustainable production remained central to how we work, including delivery aligned to ISO 20121 and the maintenance of a Silver rating from EcoVadis. We also benefited from the relocation to central Manchester, which has enhanced our ability to attract and retain talent and has helped drive new business momentum.

Market dynamics across experiential and brand activation remain supportive of our approach. Clients are prioritising: measurable outcomes and content that can be repurposed across channels; sustainability credentials and transparent carbon reporting; shorter lead times with high production values; and a greater use of digital, data and AI to enhance personalisation and efficiency. Our proposition—integrated strategy, creative and production at scale—positions us well to meet these needs while sustaining improved margins.

New client wins and multi-year programmes with key accounts increased order coverage into 2026. The Board expects 2026 to be a very successful year, underpinned by a stronger margin profile, a broader client and geographic mix, and targeted investment in people, tools and partnerships.

Page 1

 
Fresh Approach (UK) Holdings Limited
 

Group Strategic Report (continued)
For the Year Ended 31 December 2025

Principal risks and uncertainties
 
The markets in which we operate are competitive and project-led. Client budget cycles and procurement reviews can affect volumes, while event cancellations may occur for commercial or external reasons. Our people are our most important asset; attracting and retaining high-calibre talent is critical to growth and delivery quality. 

As a service business, activity levels are influenced by macroeconomic conditions in our clients’ sectors. We mitigate these risks through sector and geographic diversification, strong account management, disciplined project governance, rigorous supplier management and a continued focus on sustainable delivery.
 
 
Key performance indicators 
 
The business uses several financial and non-financial key performance indicators to monitor the business performance: 

Financial key performance indicators
 
                            2025       2024

Net current assets      £782,356      £359,230
Cash at bank and in hand     £1,415,411       £1,108,251
Current ratio       1.15       1.08
Gross margin       37.8%        37.8%
Operating margin      7.2%        2.3%
EBITDA       £1,082,297      £784,236


This report was approved by the board and signed on its behalf.



A P Wilson
Director

Date: 17 March 2026

Page 2

 
Fresh Approach (UK) Holdings Limited
 
 
 
Directors' Report
For the Year Ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements 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 Group will continue in business.

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

Results and dividends

The profit for the year, after taxation, amounted to £629,765 (2024 - £855).

Dividends totalling £nil (2024: £nil) were paid during the year. The directors do not recommend the payment of a final dividend (2024: £Nil).

Directors

The directors who served during the year were:

A P Wilson 
L Harris 
K N Cockwill (resigned 17 November 2025)
O J Wildig (appointed 17 November 2025)

Future developments

Details of the likely future developments in the Group's business are included in the Strategic Report.

Page 3

 
Fresh Approach (UK) Holdings Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2025

Financial instruments

The Group's principal financial instruments comprise bank balances, trade creditors, trade debtors and loan note instruments. The main purpose of these instruments is to finance the Company's operations.

The Company's approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexible borrowing.  The company manages liquidity risk by ensuring there are sufficient funds to meet the payments.

Trade debtors are managed in respect of credit and cashflow risk by policies concerning the credit offered to customers and
the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

Details regarding post balance sheet events affecting the Group are included in the Strategic Report.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





A P Wilson
Director

Date: 17 March 2026

Page 4

 
Fresh Approach (UK) Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Fresh Approach (UK) Holdings Limited
 

Opinion


We have audited the financial statements of Fresh Approach (UK) Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.
Page 5

 
Fresh Approach (UK) Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Fresh Approach (UK) Holdings Limited (continued)


Opinion on other matters 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 Directors' Responsibilities Statement set out on page 3, 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.


In preparing the financial statements, the directors are responsible for assessing the Group's and the 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' 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 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 
Page 6

 
Fresh Approach (UK) Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Fresh Approach (UK) Holdings Limited (continued)


Identifying and assessing potential risks related to irregularities

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.

Audit response to risks identified
 
Our procedures to respond to the risks identified included the following:

Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

We have also considered the risk of fraud through management override of controls by:

Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. 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.


Page 7

 
Fresh Approach (UK) Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Fresh Approach (UK) Holdings Limited (continued)


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.


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 2006Our 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.





John Glover (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

17 March 2026
Page 8

 
Fresh Approach (UK) Holdings Limited
 
 
Consolidated Statement of Comprehensive Income
For the Year Ended 31 December 2025

2025
2024
Note
£
£

  

Turnover
 4 
14,292,683
15,465,650

Cost of sales
  
(8,885,858)
(9,625,098)

Gross profit
  
5,406,825
5,840,552

Administrative expenses
  
(4,371,023)
(5,487,386)

Operating profit
 5 
1,035,802
353,166

Interest receivable and similar income
 9 
5,329
3,185

Interest payable and similar expenses
 10 
(193,557)
(217,219)

Profit before taxation
  
847,574
139,132

Tax on profit
 11 
(217,809)
(138,277)

Profit for the financial year
  
629,765
855

Profit for the year attributable to:
  

Owners of the parent Company
  
629,765
855

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 15 to 33 form part of these financial statements.

Page 9

 
Fresh Approach (UK) Holdings Limited
Registered number: 09005926

Consolidated Statement of Financial Position
As at 31 December 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 13 
136,620
101,231

  
136,620
101,231

Current assets
  

Stocks
 15 
142,385
130,299

Debtors: amounts falling due within one year
 16 
4,322,509
3,845,306

Cash at bank and in hand
 17 
1,415,411
1,108,251

  
5,880,305
5,083,856

Creditors: amounts falling due within one year
 18 
(5,097,949)
(4,724,626)

Net current assets
  
 
 
782,356
 
 
359,230

Total assets less current liabilities
  
918,976
460,461

Creditors: amounts falling due after more than one year
 19 
(4,708,366)
(4,896,606)

Deferred taxation
 22 
(16,990)
-

  
 
 
(16,990)
 
 
-

Net liabilities
  
(3,806,380)
(4,436,145)


Capital and reserves
  

Called up share capital 
 23 
502,833
502,833

Share premium account
  
4,444,653
4,444,653

Profit and loss account
  
(8,753,866)
(9,383,631)

  
(3,806,380)
(4,436,145)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




A P Wilson
Director

Date: 17 March 2026

The notes on pages 15 to 33 form part of these financial statements.

Page 10

 
Fresh Approach (UK) Holdings Limited
Registered number: 09005926

Company Statement of Financial Position
As at 31 December 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 14 
10,457,065
10,457,065

Current assets
  

Debtors: amounts falling due within one year
 16 
64,503
126,972

Creditors: amounts falling due within one year
 18 
(7,678,646)
(7,136,328)

Net current liabilities
  
 
 
(7,614,143)
 
 
(7,009,356)

Total assets less current liabilities
  
2,842,922
3,447,709

  

Creditors: amounts falling due after more than one year
 19 
(4,674,787)
(4,896,606)

  

Net liabilities
  
(1,831,865)
(1,448,897)


Capital and reserves
  

Called up share capital 
 23 
502,833
502,833

Share premium account
  
4,444,653
4,444,653

Profit and loss account
  
(6,779,351)
(6,396,383)

  
(1,831,865)
(1,448,897)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




A P Wilson
Director
Date: 17 March 2026

The notes on pages 15 to 33 form part of these financial statements.

Page 11

 
Fresh Approach (UK) Holdings Limited
 

Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2025


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£

At 1 January 2024
502,833
4,444,653
(9,384,486)
(4,437,000)
(4,437,000)


Comprehensive deficit for the year

Profit for the year
-
-
855
855
855


Total transactions with owners
-
-
-
-
-


At 1 January 2025
502,833
4,444,653
(9,383,631)
(4,436,145)
(4,436,145)


Comprehensive deficit for the year

Profit for the year
-
-
629,765
629,765
629,765


At 31 December 2025
502,833
4,444,653
(8,753,866)
(3,806,380)
(3,806,380)



Company Statement of Changes in Equity
For the Year Ended 31 December 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2024
502,833
4,444,653
(5,995,820)
(1,048,334)


Comprehensive deficit for the period

Loss for the year
-
-
(400,563)
(400,563)


Total transactions with owners
-
-
-
-


At 1 January 2025
502,833
4,444,653
(6,396,383)
(1,448,897)


Comprehensive deficit for the year

Loss for the year
-
-
(382,968)
(382,968)


At 31 December 2025
502,833
4,444,653
(6,779,351)
(1,831,865)


Page 12

 
Fresh Approach (UK) Holdings Limited
 

Consolidated Statement of Cash Flows
For the Year Ended 31 December 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
629,765
855

Adjustments for:

Amortisation of intangible assets
-
366,315

Depreciation of tangible assets
46,495
64,755

Loss on disposal of tangible assets
-
(1,500)

Interest paid
193,557
217,219

Interest received
(5,329)
(3,185)

Taxation charge
217,809
138,277

(Increase)/decrease in stocks
(12,086)
2,772

(Increase)/decrease in debtors
(478,941)
14,292

Increase in creditors
375,745
698,314

Corporation tax (paid)
(213,354)
(291,260)

Net cash generated from operating activities

753,661
1,206,854

Cash flows from investing activities

Purchase of tangible fixed assets
(34,479)
(69,137)

Sale of tangible fixed assets
-
1,500

Interest received
5,329
3,185

Net cash from investing activities

(29,150)
(64,452)

Cash flows from financing activities

Repayment of other loans
(221,819)
(303,733)

Repayment of finance leases
(1,975)
-

Interest paid
(193,117)
(217,219)

Finance lease interest paid
(440)
-

Net cash used in financing activities
(417,351)
(520,952)

Net increase in cash and cash equivalents
307,160
621,450

Cash and cash equivalents at beginning of year
1,108,251
486,801

Cash and cash equivalents at the end of year
1,415,411
1,108,251


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,415,411
1,108,251

1,415,411
1,108,251


The notes on pages 15 to 33 form part of these financial statements.

Page 13

 
Fresh Approach (UK) Holdings Limited
 

Consolidated Analysis of Net Debt
For the Year Ended 31 December 2025





At 1 January 2025
Cash flows
New finance leases
At 31 December 2025
£

£

£

£

Cash at bank and in hand

1,108,251

307,160

-

1,415,411

Debt due after 1 year

(4,896,606)

221,819

-

(4,674,787)

Finance leases

-

-

(45,430)

(45,430)


(3,788,355)
528,979
(45,430)
(3,304,806)

The notes on pages 15 to 33 form part of these financial statements.

Page 14

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

1.


General information

Fresh Approach (UK) Holdings Limited is a private company limited by members capital incorporated in England and Wales. The address of the registered office and principal place of business is Union, 2-10 Albert Square, Manchester, England, M2 6LW. The company's registration number is 09005926. 

The nature of the group's operation and principal activity is that of the creation and delivery of creative communications through live events, experiential, film, digital, content, exhibitions and design. The nature of the company's operation and principal activity is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 October 2014.

  
2.3

Financial reporting standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 ''The Financial Reporting Standard applicable in the UK and Republic of Ireland'':

- The requirement of Section 7 Statement of Cash Flows;
- The requirement of Section 3 Financial Statement Presentation paragraph 3.17 (d).

The Company's information is included in the consolidated financial statements.

Page 15

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
2.4

Going concern

The directors have presented the financial statements on a going concern basis which assumes the group will have sufficient resources to meet liabilities as they fall due.

During the year ended 31 December 2025, the group reported a profit of £629,765 (
2024:£855) and net liabilities totalled £3,806,380 at 31 December 2025 (2024: £4,436,145).

At 31 December 2025, the company had net current liabilities of £7,614,143 (
2024: £7,009,356) and net lliabilities of £1,831,865 (2024: £1,448,897).

The directors have prepared profit and cash flow forecasts covering the next three years. The directors believe that the assumptions underlying their forecasts are reasonable and accordingly that the group can continue for the foreseeable future to discharge their liabilities as and when they fall due. The financial statements have therefore been prepared on a going concern basis and have considered the current financial position of the group and reviewed projected performance for a period of 12 months from the date of approval of the financial statements.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 16

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

When the outcome of contracts can be estimated reliably, contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion at the end of the reporting period. 

Reliable estimation of the outcome of contracts requires reliable estimates of the stage of completion, future costs, and collectability of billings.

When the outcome of a contract cannot be estimated reliably, revenue is only recognised to the extent of contract costs incurred that it is probable will be recoverable.

When it is probable that the total contract costs will exceed total contract revenue on a contract, the expected loss shall be recognised as an expense immediately, with a corresponding provision for an onerous contract. Revenue in respect of variations to contracts and incentive payments is recognised when it is probable it will be agreed by the customer.

Where costs incurred plus recognised profits less recognised losses exceed progress billing, the balance is shown within debtors. Where progress billings exceed costs incurred plus recognised profits less recognised losses, the balance is shown within creditors.

 
2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 17

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 18

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years

 
2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
20% straight line
Motor vehicles
-
25% straight line
Fixtures and fittings
-
25% straight line

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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 19

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

  
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.


 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 20

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the 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 revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

Management discussed with the directors the development, selection and disclosure of the Group's critical accounting policies and estimates and the application of these policies and estimates. The key sources of estimation, uncertainty and critical accounting judgements in applying the Group's policies are discussed below:

Revenue recognition and work in progress

The Company's revenue recognition and margin recognition policies, which are set out in note 2.6, are central to how the Company values the work it has carried out in each financial year. These policies require forecasts to be made of contract outcomes, which require assessment and judgements to be made in respect of budgeted costs and final margins. The Company reviews and, when necessary, revises the estimates of revenue and costs as the contract progresses.


4.


Turnover

The whole of the turnover is attributable to the creation and production of brand experiences.

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
12,278,466
14,532,295

Rest of Europe
689,999
153,883

Rest of the world
1,324,218
779,472

14,292,683
15,465,650



5.


Operating profit

The operating profit/(loss) is stated after charging/(crediting):

2025
2024
£
£

Exchange differences
3,752
(15,067)

Operating lease rentals - Land and buildings
208,123
252,645

Operating lease rentals - Other
39,203
42,997

Page 21

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
13,645
13,320

Fees payable to the Company's auditors in respect of:

Taxation compliance services
3,850
3,750

Page 22

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£



Wages and salaries
2,977,373
3,586,935

Social security costs
389,551
379,906

Cost of defined contribution scheme
124,751
123,030

3,491,675
4,089,871



The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Administration and support
6
6



Account management, creative and delivery
54
67



Directors
5
6

65
79

The Company has no employees other than the 2 directors, who did not receive any remuneration (2024 - £NIL)

8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
351,522
273,823

Group contributions to defined contribution pension schemes
29,213
14,000

380,735
287,823


During the year retirement benefits were accruing to  2 directors (2024 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £194,603 (2024 - £158,322).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,749 (2024 - £14,000).

Page 23

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

9.


Interest receivable

2025
2024
£
£


Other interest receivable
5,329
3,185


10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
857
2,528

Other loan interest payable
188,017
200,392

Finance leases and hire purchase contracts
440
-

Other interest payable
4,243
14,299

193,557
217,219

Page 24

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

11.


Taxation


2025
2024
£
£

Corporation tax


Corporation tax on profits for the year
199,081
135,078


199,081
135,078


Total current tax
199,081
135,078

Deferred tax


Origination and reversal of timing differences
18,728
3,199

Total deferred tax
18,728
3,199


217,809
138,277

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
847,574
139,132


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
211,894
34,783

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,426
640

Other timing differences leading to an increase (decrease) in taxation
13,203
11,275

Goodwill amortisation on consolidation
-
91,579

Relief from employee exercise of share scheme options
(8,714)
-

Total tax charge for the year
217,809
138,277


Factors that may affect future tax charges

There are currently no factors that may affect future tax charges.

Page 25

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

12.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2025
8,791,483



At 31 December 2025

8,791,483



Amortisation


At 1 January 2025
8,791,483



At 31 December 2025

8,791,483



Net book value



At 31 December 2025
-



At 31 December 2024
-



Page 26

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

13.


Tangible fixed assets

Group






Leasehold improvements
Motor vehicles
Fixtures and fittings
Total

£
£
£
£



Cost


At 1 January 2025
37,707
6,950
304,485
349,142


Additions
55,241
-
26,643
81,884



At 31 December 2025

92,948
6,950
331,128
431,026



Depreciation


At 1 January 2025
5,499
1,882
240,530
247,911


Charge for the year
10,124
1,737
34,634
46,495



At 31 December 2025

15,623
3,619
275,164
294,406



Net book value



At 31 December 2025
77,325
3,331
55,964
136,620



At 31 December 2024
32,208
5,068
63,955
101,231

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£


Leasehold improvements
40,207
-

Furnitures and fittings
3,887
-

44,094
-

Page 27

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 January 2025
10,457,065



At 31 December 2025
10,457,065





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Fresh Approach (UK) Limited
Union. 2-20 Albert Square, Manchester, England. M2 6LW
Creation and delivery of creative communications
Ordinary
100%


15.


Stocks

Group
Group
2025
2024
£
£

Work in progress
142,385
130,299


Page 28

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

16.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
3,705,072
3,200,605
-
-

Other debtors
64,805
127,850
64,503
126,972

Prepayments and accrued income
518,359
424,104
-
-

Amounts recoverable on long term contracts
34,273
91,009
-
-

Deferred taxation
-
1,738
-
-

4,322,509
3,845,306
64,503
126,972


Included within other debtors due within one year are loans to directors amounting to £37,576 (2024: £112,415). These are discussed in more detail in note 27. 


17.


Cash

Group
Group
2025
2024
£
£

Cash at bank and in hand
1,415,411
1,108,251



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Trade creditors
1,646,021
2,465,789
-
-

Amounts owed to group undertakings
-
-
7,567,838
7,131,828

Corporation tax
199,081
213,354
-
-

Other taxation and social security
529,847
538,424
-
-

Obligations under finance lease and hire purchase contracts
11,851
-
-
-

Other creditors
21,630
21,413
-
-

Accruals and deferred income
2,689,519
1,485,646
110,808
4,500

5,097,949
4,724,626
7,678,646
7,136,328


Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

Amounts owed to group undertakings are repayable on demand, unsecured and bear no interest.

Page 29

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Other loans
4,674,787
4,896,606
4,674,787
4,896,606

Net obligations under finance leases and hire purchase contracts
33,579
-
-
-


Other loans are detailed out on note 20.


20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Amounts falling due 1-2 years

Loan notes
4,674,787
4,896,606
4,674,787
4,896,606


Terms

The loan notes carry interest at a fixed rate of 4% per annum. Under the terms of the agreement, repayments are to be made on a notional basis when profits are available.

Disclosure

Loan note holders have confirmed that they will not require the redemption of the loan notes for the foreseeable future. Therefore the loan notes have been classified as 'amounts falling due after more than one year' in the balance sheet at 31 December 2025.

Security

Loan notes of £2,718,017 (2024: £2,810,210) are secured by a debenture over the group's assets.


21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2025
2024
£
£

Within one year
10,311
-

Between 1-5 years
35,119
-

45,430
-

Page 30

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

22.


Deferred taxation


Group



2025
2024


£

£






At beginning of year
1,738
4,937


Charged to profit or loss
(18,728)
(3,199)



At end of year
(16,990)
1,738

Company


2025
2024






At end of year
-
-
Group
Group
2025
2024
£
£

Accelerated capital allowances
(22,398)
(13,678)

Other timing differences
5,408
15,416

(16,990)
1,738

Page 31

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

23.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



172,368 (2024 - 172,368) A ordinary shares of £0.01 each
1,724
1,724
149,702 (2024 - 149,702) B ordinary shares of £1.00 each
149,702
149,702
341,322 (2024 - 341,322) C ordinary shares of £1.00 each
341,322
341,322
534,136 (2024 - 534,136) D ordinary shares of £0.01 each
5,341
5,341
474,360 (2024 - 474,360) Deferred shares shares of £0.01 each
4,744
4,744

502,833

502,833

The A ordinary, B ordinary, C ordinary and D ordinary shares are non-redeemable but hold full rights in respect of voting, and entitle the holder to full participation in respect of equity and in the event of a winding up of the company.



24.


Reserves

Share premium

The share premium account includes premiums received on issue of share capital, net of share issue costs.

Profit and loss account

Profit and loss account includes all current retained profit and losses.


25.


Pension commitments

The company operates a defined contribution 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 £108,288 (2024: £109,030). Contributions totalling £21,630  (2024: £21,413) were payable to the fund at the balance sheet date and are included in creditors. 

Page 32

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

26.


Commitments under operating leases

At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Land and buildings

Not later than 1 year
167,616
194,997

Later than 1 year and not later than 5 years
333,059
494,832

500,675
689,829

Group
Group
2025
2024
£
£

Other
  

Not later than 1 year
  
18,959
34,923

Later than 1 year and not later than 5 years
  
3,040
21,999

  
21,999
56,922


27.


Transactions with directors

A director has a director's loan account with the company. There has been no movement on the loan account during the year. At the balance sheet date the amount due was £37,576 (2024: £37,576).

The directors' loans are interest free and repayable on demand.


28.


Related party transactions

Key management compensation totalled £255,683 (2024: £319,293).

 
Page 33