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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents her strategic report and financial statements for the year ended 31 December 2025.
The Company is directly owned by The Independents Creative Collective UK Limited which is indirectly and ultimately owned by K10 Holding S.A., Luxembourg, the holding entity of The Independents Group, whose subsidiaries' principal activities are to:
(i) provide international public relations and brand strategy agency function and (ii) organise events for luxury, fashion, beauty, lifestyle, art, culture and design industry leaders. Review of the business The results of the Company shows Earnings Before Interest and Taxation (EBIT) of £8.22 million for the year (2024- £7.15 million). After payment of interim dividends totalling £2.92 million (2024 - £13.95 million), the Company's financial position remains strong with net assets of £11.86 million (2024 - £6.64 million) with no debt. Subsequent to the reporting date, geopolitical tensions in the Middle East escalated significantly following the outbreak of the Iran conflict in late February 2026. The Company has significant revenue streams from the Middle East. As at the date of approval of these financial statements, there has been limited direct impact on the operations and financial performance arising from the conflict. However, given the evolving nature of the situation, there remains uncertainty regarding the potential future effects.
Stella Enterprises Limited is an operating agency within the K10 Holding S.A. group of companies.
The risks and uncertainties facing Stella Enterprises Limited are linked to those of the Group. A discussion and disclosure of the group risk and uncertainties is contained in the annual report of K10 Holding SA.
The director expects the general level of activity for Stella Enterprises Limited to increase in the forthcoming year and profitability to improve. Stella Enterprises Limited will continue to differentiate itself from its competitors by growing its activities, as well as strengthening a unique offering both locally and globally with the reach and footprint of The Independents Group.
This report was approved by the board on 22 July 2026 and signed on its behalf.
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DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents her report and the financial statements for the year ended 31 December 2025.
The director who served during the year was:
The profit for the year, after taxation, amounted to £8.14 million (2024 - £5.29 million).
During the year, the Board of Directors declared interim dividends totalling £2.92 million (2024 - £13.95 million).
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.
There are no plans which will significantly change the activities and risks of the Company.
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DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Subsequent to the reporting date, geopolitical tensions in the Middle East escalated following the outbreak of the Iran conflict in late February 2026. The Company generates significant revenue from the Middle East. As at the date of approval of these financial statements, the conflict has had limited direct impact on the Company's operations and financial performance. The directors will continue to monitor the situation and its potential effect on the Company. Further detail is given in the strategic report. Given the evolving nature of the situation, the directors are unable to reliably estimate any potential future financial effect at this time.
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 STELLA ENTERPRISES LIMITED
We have audited the financial statements of Stella Enterprises Limited (the 'Company') for the year ended 31 December 2025, 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).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its 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.
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STELLA ENTERPRISES LIMITED (CONTINUED)
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 2, 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.
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:
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STELLA ENTERPRISES LIMITED (CONTINUED)
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙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 public relations 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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF STELLA ENTERPRISES LIMITED (CONTINUED)
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 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 11 to 23 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Stella Enterprises Limited is a private limited liability company incorporated in England and Wales with its registered office at 10-14 Lonsdale Road, London, NW6 6RD.
The principal activity of the Company continued to be that of PR marketing.
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 Company continues to apply its accounting policies in accordance with the requirements of revised FRS 102.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of K10 Holding S.A. Luxembourg as at 31 December 2024 and these financial statements may be obtained from 74, Grand-Rue, L-1660, Luxembourg, Luxembourg..
The Company's functional and presentational currency is £ Sterling
Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of exchange prevailing at the accounting date. Transactions in foreign currencies are recorded at the date of the transactions. All differences are taken to the Statement of Comprehensive Income. Revenue from the rendering of services is recognised when the outcome of the transaction can be estimated reliably, by reference to the stage of completion of the transaction at the reporting date. Recognition requires that:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
- it is probable that the economic benefits associated with the transaction will flow to the Company, - the stage of completion of the transaction at the reporting date can be measured reliably, and - the costs incurred, and the costs to complete the transaction, can be measured reliably. Revenue is recognised when the event takes place, in line with the scope of work and final budget agreed with the customer. This represents the point at which the Company's obligations to the customer are substantially complete and the outcome of the transaction can be measured reliably. Revenue is recognised when the event takes place in line with the services mentioned in the contract scope of work and final budget agreed with the customer. Revenue for retainer fees is recognised over the period to which they relate to on a monthly basis. Expenses are recharged to clients at cost as incurred. Contract Assets Revenue is recognised when the Company has transferred control of a good or service to the customer but has not yet billed the customer. This typically occurs in contracts where revenue is recognised over time. As the entity satisfies a performance obligation over time, the contract asset is recognised as revenue progressively. Contract assets are initially recognised at their transaction price and are periodically adjusted based on the progress of the performance obligations and any changes in the expected transaction price. Contract Liabilities Revenue is recognised when the performance obligation has been satisfied, and the Company has the right to bill the customer, often after the receipt of payment or the completion of a specific milestone. If a contract liability (e.g., unearned revenue) exists, it is recognised as revenue once the service has been performed or the goods delivered. Contract liabilities are recognised at the transaction price and are adjusted based on the satisfaction of the performance obligations. As goods or services are transferred to the customer, the contract liability is reduced and revenue is recognised. Lessor accounting under FRS102 revised standard section 20 remains the same as to the previous standard section 20. The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost and is subsequently depreciated using the straight line method from the commencement date to the end of the lease term. The cost of right-of-use asset comprises: - - The amount of the initial measurement of the lease liability, and - All lease payments made at or before the commencement date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company's incremental borrowing rate (“IBR”). Such lease payments correspond to amounts as defined in rental contracts. Lease durations are assumed to be equal to the contractual duration. Leases are extended when contractual renewals occur, based on contract terms. The Company has determined its IBR by assessing the level of interest rates it would charged by various external funding sources. Lease Incentives Lease incentives, including rent-free periods and other similar arrangements, are recognised as part of the lease contract. The lease liability is initially measured as the present value of lease payments, including any rent-free periods or other incentives. The impact of the rent-free period is reflected in the total lease expense, with the amortisation of the lease liability and the right-of-use asset taking into account the rent-free period and the total lease payments over the lease term. The right-of-use asset is recognized at the amount of the lease liability adjusted for lease incentives.
Defined contribution pension plan
The Company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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:
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. Artworks and antiques are not depreciated.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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. Significant judgements Right-of-use asset and lease liabilities Management applies judgement in identifying a lease and lease term, including any renewal or termination options. This assessment considers all relevant facts and circumstances that create an economic incentive to exercise (or not exercise) an option, including leasehold improvements, business location, costs associated with relocation and determining the appropriate incremental borrowing rate ("IBR") to calculate the discount rate to use. This IBR is estimated using observable market rates. Estimating the IBR involves judgement and has a significant impact on the initial measurement of lease liabilities and right-of-use assets. Revenue Management exercises significant judgment in determining whether the Company is acting as a Principal or an Agent in various contractual arrangements. This assessment requires consideration of whether the Company controls the specified goods or services before they are transferred to the customer.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Judgments in applying accounting policies (continued)
There were no critical accounting estimates.
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9.Taxation (continued)
There were no factors that may affect future tax charges.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium account
Profit and loss account
K10 Holding is the parent company of the largest and the smallest group for which group financial statements are drawn up. Copies of the consolidated financial statements are available from its registered office which is at 74, Grand-Rue, L-1660, Luxembourg, Luxembourg. The ultimate controlling parties are I and O Chouvet.
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