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Registered number: 03653794
DRP (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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Unit 212 Ikon Industrial Estate
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Statutory Auditor & Chartered Accountants
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CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the strategic report for the year ended 31 December 2025.
Despite the economic and political uncertainty, 2025 was a milestone year for the DRP team, celebrating our 45th Anniversary. This was an ideal opportunity to raise our profile and compete beyond our scale — a strategy that matters all the more in a difficult market.
In June we were delighted to welcome clients, suppliers and friends of the group, alongside our own team and their families, to a family day for over 1,500 guests, followed by a gala dinner for our top clients, hosted in our Worcestershire studios.
Events such as the 45th have certainly helped us keep close to our clients and start to build new relationships with new organisations from across all sectors. This mattered at a time of considerable pressure on businesses — ours included — in respect of cost, resource planning and profitability.
The 45th celebrations were all about looking back; the 45th Legacy, launched in September 2025 was all about looking forward. Building on our long heritage, we set out our plans for the future and the next five years with a broadcast to clients and the media.
We outlined the considerable investment in 2025 of over £6.5m, from our new London headquarters and studio in the heart of Soho to improvements at our Worcestershire studios, which now have the capacity to host up to 800 guests. Our USA growth has been significant during 2025 with many new clients and investment into our facilities in North Carolina.
As part of our commitment to sustainability, we set ourselves the challenge of completing 45 community projects, ranging from using our expertise to help charities raise funds and improve community facilities, to hosting students through our Sparks programme. The commitment shown by the team has been genuinely inspiring.
2025 was a challenging year for many organisations, ourselves included, but it was also a year full of opportunity. We commenced a re-structure of the group in 2025, with the help of outside consultants, this will continue throughout 2026 as part of being fit for the future programme.
The buzz word is AI, no sector is immune from the impacts of AI, however creativity and the human experience is still strongly in the domain of being controlled by humans. We have embraced AI, our Innovation team and creative technologists from across the group have been developing a range of solutions to support the ‘human experience’ from the industry leading Cartori avatar to the way we manage data, research and measurement.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
AI has an important part to play in helping to support the agency growth; however, we are committed to use AI responsibly and ensure everything we do is authentic and transparent. Our Innovation Labs series has seen over 76 online and F2F sessions and over 60 thought leadership presentations to clients and the industry, sharing our insight and knowledge on new technology and innovations.
Our focus will always be to create value driven solutions by delivering amazing experiences, which change behaviours and bring positive change to organisations and the community.
Our Group wide investment in people, infrastructure, technology and new sectors are making a positive difference, with the UK contributing EBITDA of £1,169,130 (2024: £1,750,322).
The investment programme has seen our depreciation and amortisation costs increase year on year. However, they have laid the foundations for the future. Our strategy is to build on those successes and foundations to get closer to our vision: of being the global agency of choice.
The UK business saw a fall in profitability in 2025, this was due to high levels of the investment and restructuring being focused around the UK business, this process will be complete during 2026.
We see 2026 as a year to build on the foundations of 2025, to allow us to push forward with our ‘4C’s’ priorities of Commerciality, Consistency, Consolidation and Confidence. This sets the scene for the start of a period where we can reap the benefits and pave the way for growth over the next 4 years as we head towards 2030.
Principal risks and uncertainties
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The company recognises areas of risk to the business. The main area of risk is considered to be the current economic climate. The company aims to limit its risk to management level by expanding its customer base.
Energy and carbon reporting
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This section includes our mandatory reporting of energy and greenhouse gas emissions for the period 1 January 2025 to 31 December 2025, pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the government's Streamlined Energy and Carbon Reporting (SECR) policy.
Our methodology to calculate our greenhouse gas emissions is based on the Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019) issued by DEFRA, using DEFRA's 2025 conversion factors. In some cases, consumption has been extrapolated from available data or direct comparison made to a comparable period.
We report using a financial control approach to define our organisational boundary. We have reported all material emission sources required by the regulations for which we deem ourselves to be responsible and have maintained records of all source data and calculations.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Total Energy Consumption - Used for Emissions Calculations (kWh) 1,445,871 1,280,984
Gas Combustion Emissions, Scope 1 (tCO2e) 81.24 4.16
Purchased Electricity Emissions, Scope 2 (tCO2e) - -
Vehicle Fuel Combustion Emissions, Scope 1 (tCO2e) 24.81 108.93
Purchased Electricity Emissions, Scope 3 (tCO2e) 36.76 35.20
Vehicle Fuel Combustion Emissions, Scope 3 (tCO2e) 115.50 116.49
Total Gross Reported Emissions (tCO2e) 537.62 544.62
Turnover (£m) 46.84 40.5
Intensity Ratio: Turnover (tCO2e) 11.47 13.4
Directors' statement of compliance with duty to promote the success of the Company
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The board of directors of DRP (UK) Limited consider that they have acted in the way they consider, in good faith, would be best to promote the success of the company for the benefit of both its shareholder and stakeholders during the year to 31 December 2025.
Our comments in this report show our commitment, engagement and consideration of our key stakeholders, being employees, customers, suppliers and the community. Our day to day involvement with the management of the business allows us take a hands on approach to consulting, considering and communicating our long term vision for the business with our stakeholders.
This report was approved by the board and signed on its behalf.
Mr D R Parmenter
Director
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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.
The principal activity of the company during the year was that of presentation and communications.
The loss for the year, after taxation, amounted to £354,822 (2024 -profit £974,192).
Dividends proposed and paid during the year, amounted to £Nil (2024 - £Nil).
The directors who served during the year were:
M K Franks
D Good (resigned 1 January 2026)
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R N Hingley
S Lyddy (resigned 1 January 2026)
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D M Mackett
A J Pardoe (resigned 31 December 2025)
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Disclosure of information to auditor
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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's auditor is 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's auditor is aware of that information.
The auditor, S&W Audit (a trading name of S&W Partners Audit Limited), will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies 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 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DRP (UK) LIMITED
Opinion
We have audited the financial statements of DRP (UK) Limited (the 'Company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note 2.4 in the financial statements, which describes the parent Group’s debt financing arrangements, including existing covenant compliance requirements and its ongoing process to obtain additional debt financing, which, as at the date of approval of the financial statements, remains subject to confirmation and final lender approval.
As stated in note 2.4, these conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Notwithstanding the above, 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DRP (UK) LIMITED
Other information
The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Opinions 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 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 Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
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Matters on which we are required to report by exception
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 Directors’ Report.
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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 directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DRP (UK) LIMITED
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 7, 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 Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 obtained a general understanding of the company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity’s policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the company’s industry and regulation.
We understand that the company complies with the framework through:
∙Outsourcing accounts preparation and tax compliance to external experts.
∙Subscribing to relevant updates from external experts and making changes to internal procedures and controls as necessary.
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the company’s ability to conduct its business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the company:
∙The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DRP (UK) LIMITED
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:
∙The risk that revenue may be misstated and associated misstatement of the valuation of accrued and deferred revenue, through manipulation of judgements made regarding the completion date of events project work.
∙Manipulation of the financial statements through journal entries.
These areas were communicated to other members of the engagement team not present at the discussion.
The procedures carried out to gain evidence in the above areas included:
∙Substantive testing of revenue recognised around the period end to underlying evidence of work completion dates.
∙Substantive testing of amounts recognised within accrued and deferred revenue at year-end to underlying documentation, including recalculation of expected amounts accrued and deferred.
∙Challenging management regarding the assumptions made with respect to the valuation of accrued revenue, and substantive testing to obtain evidence of recoverability, including comparison to post year-end information.
∙Testing of manual journal entries selected based on specific risk assessments, with a particular focus on journals indicating large or unusual transactions based on our understanding of the business.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DRP (UK) LIMITED
Stephen Drew (Senior Statutory Auditor)
for and on behalf of
S&W Audit
Statutory Auditor
Chartered Accountants
103 Colmore Row
Birmingham
B3 3AG
24 September 2026
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Operating profit before depreciation
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Interest receivable and similar income
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Interest payable and similar expenses
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Tax (charge)/credit for the year
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(Loss)/profit for the financial year
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The notes on pages 16 to 44 form part of these financial statements.
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DRP (UK) LIMITED
REGISTERED NUMBER:03653794
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BALANCE SHEET
AS AT 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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DRP (UK) LIMITED
REGISTERED NUMBER:03653794
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BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by 24 September 2026.
The notes on pages 16 to 44 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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Capital contribution reserve
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Comprehensive income for the year
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Contributions by and distributions to owners
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Transfer to/from profit and loss account*
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Comprehensive income for the year
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* The capital contribution recorded in the year ended 31 December 2024 represents the net write-off of intercompany balances owed to and from fellow companies within the group headed by DRP Holdings Limited, the ultimate parent undertaking. These amounts represent qualifying contributions under the Companies Act and have therefore subsequently been transferred to the profit and loss reserve.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
DRP (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 212 Ikon Trading Estate, Droitwich Road, Hartlebury, Kidderminster, Worcestershire, DY10 4EU.
2.Accounting policies
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Basis of preparation of financial statements
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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:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of DRP Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Unit 212 Ikon Trading Estate, Droitwich Road, Hartlebury, Kidderminster, Worcestershire, DY10 4EU.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Exemption from preparing consolidated financial statements
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The Company is a parent undertaking that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
The company is a key trading business within the wider group headed by DRP Holdings Limited. The wider group’s existing debt facilities consist of a term loan facility of £1.9m with a termination date of April 2029 and an attached interest rate of 2.35% plus the Bank of England base rate; an £800k facility in respect of the acquisition of The Special Events Company Inc completed during the prior year, with a termination date in March 2029 and which accrues interest at 9.2%; and a mortgage facility in respect of investment property purchased during the year ended 31 December 2025, with a termination date in September 2043 and a fixed interest rate of 6.94% for the first five years of the term. These borrowing facilities include covenants which require the Group to adhere to certain debt service: cash flow cover ratios, calculated based on the group’s operating cash flow generation relative to cash flows required to finance debt service arrangements, including payments falling due on lease liabilities.
Preparation of the financial statements on a going concern basis assumes that the Group will have sufficient funds to continue to pay its debts as and when they fall due and thus continue to trade, and that covenant compliance requirements will be maintained.
In making their assessment, the directors have reviewed and considered expected future revenue generation and cash flows and have also taken into consideration the timing of debt repayments and forecast covenant ratios. The Directors’ assessment also assumes that additional debt financing will be secured within the near future in the wider group. At the date of the approval of these financial statements, the proposed additional financing facilities remained subject to confirmation and final lender approval, and accordingly this is outcome is not certain, although the Directors are confident that such financing will be secured on terms consistent with their forecasts, based on discussions with lenders held to date. The Directors’ forecasts and projections include a number of mitigating actions available to the group to preserve liquidity, including the management of working capital, deferral of discretionary expenditure and further cost reduction measures, which the Directors consider can be flexed as necessary depending on the outcome of the ongoing additional financing process.
The Directors have performed sensitivity analyses over the forecast period. These analyses demonstrate that reasonably possible downside scenarios involving reductions in revenue, increases in costs, delays in receipts from customers or a failure to achieve planned improvements in profitability could result in reduced liquidity headroom and increased pressure on covenant compliance, particularly if the anticipated additional financing is not secured.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Going concern (continued)
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These conditions indicate the existence of a potential material uncertainty that may cast doubt on the group’s ability to continue as a going concern, and accordingly on that of the company. Nevertheless, based on the mitigating actions described above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the financial statements and the financial statements do not include any adjustments that would result if the company were unable to continue as a going concern.
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Foreign currency translation
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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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.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates 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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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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 balance sheet 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 balance sheet 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 balance sheet date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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 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 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.
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 and the reducing balance basis.
Depreciation is provided on the following basis:
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straight line and reducing balance basis
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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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet 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.
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.
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Cash and cash equivalents
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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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Provisions for liabilities
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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.
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
Increases in provisions are generally charged as an expense to profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
|
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of plant and equipment, and note 2.14 for the useful economic lives for each class of assets.
Valuation of accrued revenue
The company manages events delivery over a period of time from initial tender and planning to event delivery. As a result it is necessary to consider the time involved in the up front tender and planning of an event or project as this is can be the bulk of the cost involved within each event or project. When calculating the valuation of accrued revenue, management considers the nature and completion stage, as well as applying assumptions around anticipated margins and further costs associated with events or projects spanning the year end, including anticipated event delivery dates and the transfer of risks and rewards of ownership to the end customer.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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An analysis of turnover by class of business is as follows:
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Presentations and communication services
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Analysis of turnover by country of destination:
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The operating profit is stated after charging/(crediting):
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Depreciation of owned tangible fixed assets
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Depreciation of tangible fixed assets held under finance lease
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Profit/(loss) on disposal of tangible fixed assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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During the year, the Company obtained the following services from the Company's auditor and its associates:
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Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
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Fees payable to the Company's auditor and its associates in respect of:
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Taxation compliance services
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All non-audit services not included above
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Staff costs were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The highest paid director received remuneration of £338,228 (2024 - £207,905).
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9,350 (2024 - £8,469).
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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Finance leases and hire purchase contracts
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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Tax (charge)/credit for the year
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024 -lower than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Research and development tax credit
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Other non-reversing timing differences
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Total tax charge/(credit) for the year
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Factors that may affect future tax charges
|
There are no factors affecting future tax charges.
|
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Freehold land and buildings
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Fixtures, fittings & equipment
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Charge for the year on owned assets
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Charge for the year on financed assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Tangible fixed assets (continued)
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Furniture, fittings and equipment
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Investments in subsidiary companies
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Additions to investments in subsidiaries during the year-ended 31 December 2025 relate to investments made by the Company in Karma Games Limited, a fellow subsidiary of the group headed by DRP Holdings Limited, the ultimate parent company.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The following were subsidiary undertakings of the Company:
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DRP Presentations Limited
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Unit 212 Ikon Industrial Estate, Droitwich road, Hartlebury, Kidderminster, Worcestershire, DY10 4EU
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Unit 212 Ikon Industrial Estate, Droitwich road, Hartlebury, Kidderminster, Worcestershire, DY10 4EU
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|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by related parties
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Amounts due from group undertakings are unsecured, interest free, have no fixed repayment date, and are repayable on demand.
Details of amounts owed by related parties are provided in note 28.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
|
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Amounts due to group undertakings are unsecured, interest free, have no fixed repayment date, and are repayable on demand.
Included within Other Creditors is total contingent consideration liabilities of £235,046 (2024 - £235,046). This relates to the acquisition of A-Vision UK Limited, a wholly owned subsidiary company acquired in the year ended 31 December 2021. The amount included is the reliably quantifiable consideration payable over the earn out term, including an estimated provision for monies due on earn out. The total outstanding at 31 December 2025 is expected to fall due within 12 months of the balance sheet date and is accordingly included within creditors falling due within one year.
The aggregate amount of creditors falling due within one year for which security has been given amounted to £733,540 (2024 - £286,478).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: Amounts falling due after more than one year
|
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Net obligations under finance leases and hire purchase contracts
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The aggregate amount of creditors falling due after more than one year for which security has been given amounted to £1,355,071 (2024 - £608,022).
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 2-5 years
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Hire purchase and finance leases
|
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Minimum lease payments under hire purchase fall due as follows:
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Finance lease payments represent rentals payable by the Company for certain items of fixtures, fittings and equipment, and motor vehicles. No restrictions are places on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The Company's hire purchase liabilities are secured by the assets purchased.
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|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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(Charged)/Credited to profit or loss
|
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|
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The provision for deferred taxation is made up as follows:
|
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Accelerated capital allowances
|
|
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|
|
Short term timing differences
|
|
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|
|
Losses and other deductions
|
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|
|
Allotted, called up and fully paid
|
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|
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1 (2024 - 1) Ordinary A share of £100.00
|
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|
1 (2024 -1) Ordinary B share of £4.00
|
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The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Commitments under operating leases
|
|
|
At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
|
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Operating leases represent rentals payable by the company for certain of its properties and equipment. The leases are fixed for an average of 5 years.
|
26.Other financial commitments
The Parent Company's bankers hold a multilateral guarantee between specific group companies including the Company. At the balance sheet date this guarantee amounted to £2,101,905 (2024 - £2,447,806).
|
|
Directors' advances and credits
|
During the year, directors operated current accounts which had positions at 31 December 2025 as follows:
Mr D R Parmenter was in a position of being due £38,368 (2024 - being due £5,491)
Mr R N Hingley was in a position of owing £315,065 (2O24 - owed £74,027)
Mr R Parmenter was in a position of owing £47,626 (2024 - owed £27,309)
Mr M Franks was in a position of owing £Nil (2024 - owed £14,000)
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Related party transactions
|
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The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.
During the year ended 31 December 2025, the Company employed eight individuals deemed to represent close family members of key management personnel. Total remuneration for these individuals amounted to £363,843 (2024 - £358,299).
During the year ended 31 December 2025, the Company received a repayment amounting to £28,580 (2024 - £19,555) in respect of a loan owed to the Company by International Visual Communication Association Limited, a related company with common directorship. At the year end, the Company was owed £Nil by International Communication Association Limited (2024 - £27,648).
During the year ended 31 December 2025, the Company advanced funding totalling £226,124 to Karma Games Limited, previously a related company with common directorships. During the year, 100% of the share capital in Karma Games Limited was acquired by DRP Holdings, the ultimate parent company, and hence the Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose the year-end balance due from this entity.
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The ultimate controlling party is DRP Holdings Limited, a company registered in England and Wales. Its registered office address is Unit 212 Ikon Trading Estate, Droitwich Road, Hartlebury, Worcestershire, DY20 4EU.
The smallest and largest group to consolidate these financial statements is DRP Holdings Limited. Copies of DRP Holdings Limited consolidated financial statements can be obtained from the company secretary at Unit 212 Ikon Trading Estate, Droitwich Road, Hartlebury, Worcestershire, DY20 4EU.
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