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

The principal business of the company is to create communications campaigns that make client brands culturally relevant to consumers. The company's profit for the financial year is £861,352 (2023: £815,299). The company has net assets of £3,498,320 (2023: £3,386,968).

Turnover grew by 23.5%, with gross profit increasing by 16.4% because of an increase in digital and real-life campaigns delivered to an impressive and growing list of global clients. Improved negotiation with suppliers and tight cost control generated a 20% increase in operating profit to £1,139,753. Selling high margin strategic campaigns to larger blue-chip clients through lead agency status has helped the company improve operating profit margin from 8.9% to 9.1%. The directors are satisfied with the performance of the business and the year-end financial position of the company.

The company has prospered by selling cultural campaigns to clients that deliver commercial results. Management objectives are to focus the company as experts in commercial disciplines who specialise in providing advice to clients to enable them to build long lasting cultural communities with their consumers. The company embraces technological developments and believes that by delivering work that is trusted by consumers, it is uniquely placed to deliver effective campaigns to clients in a world where brand communication is influenced by AI. It has also developed an AI powered platform which measures real-time brand reputation scores, tracked against key client competitors across the media landscape to generate actionable advice to enable clients to deliver and maintain their competitive edge.

Attracting and retaining talent is an essential objective of the company. This talent seamlessly integrates with a network of third-party contacts to attract the most relevant experts from a variety of backgrounds, enabling the company to provide campaigns which are rooted in commercial insight and that deliver meaningful commercial outcomes. The long-term objective is to create a global proposition built around an authentic and innate understanding of global culture originating in the United Kingdom, USA and Europe. Global clients will experience consistent processes, procedures and values, regardless of where the clients are based.

From inception, the company has been ethnically diverse and a place of employment where people from all backgrounds and lived experiences can prosper. As clients desire to work with diverse and inclusive agencies, the company is in a strong position to capitalise on its' 30-year history. The directors believe that clients will continue to negotiate on price, a risk that is mitigated through specialist disciplines that deliver better outcomes for clients. The business has embraced flexible work for all employees and invested in refurbished office space to feature a bar, a gallery and presentation space to create a working environment which is better than working from home. These new working patterns have enabled the company to control premises costs and improve sustainability. The company has a dedicated sustainability team and sustainability champions in each function to ensure that the company meets its net zero goal by 2030.

Price and financial risk

Ongoing inflationary pressures present a major price risk, together with a continued high demand for the most skilled staff adding pressure to wages and salaries. International political and economic uncertainty add to the financial risk for the company. Clients require a greater focus on performance-based marketing across all creative campaigns in the real and virtual world.

Customer retention risk

Client retention represents an ongoing challenge. The loss of a key client may negatively impact profits. Senior leadership protect strong business and trusted relationships with pillar clients to enable the company to deliver media neutral cultural solutions to help clients achieve their commercial goals in an agile and cost-effective way. The company continues to focus on new business and organic client growth, whilst carefully monitoring the size of each client to mitigate the risk of client dependency.

Cashflow, liquidity and credit risk

The company maintains sufficient cash reserves to manage liquidity and cashflow risks. Credit risk is closely managed to ensure adequate annual working capital requirements and debt is regularly reviewed on an ongoing basis with cash flow forecasts being produced for the short and long term.

These financial statements have been produced on a going-concern basis; this reflects the directors' views that the company will be able to meet its liabilities as they are due for at least twelve months from the date of signing of the financial statements. Due to the continuing economic uncertainty, the directors have placed continued emphasis on cost reduction, monitoring daily cash flows as well as evaluating rolling 12-month cash flow forecasts. No significant additional risks to the going concern position have been identified.

In the opinion of the directors, the main key performance indicators are annual growth of gross profit generated from clients (excluding management recharges to group and associated companies) which is 17.2%. Other key performance indicators are gross profit per head, together with average staff costs as a percentage of gross profit and other operating costs as a percentage of gross profit. In 2024, gross profit per head increased from £144,772 to £148,470 per head with staff cost ratio increasing as a percentage of gross profit from 68.5% to 70.4%. This increase resulted from investment in creative and account handling employees to deliver more global work to the world class client list. The staff cost ratio remains a key KPI which must be efficiently controlled in line with company objectives without impacting client output. Operating cost ratio decreased as a percentage of gross profit from 22.6% to 20.4% and is on target.

In future, as clients require a greater focus on performance-based marketing across all creative campaigns in the virtual and real world, the company will concentrate on the development of digital assets to capitalise on its network of cultural contacts. Those assets will integrate with third party media platforms and will be offered as a managed service or as a self-serving solution to clients. AI will be integrated into any platform development to help drive robust data learning to enable efficient scalability in a cost-efficient way. These assets will be initially funded by working capital until they have achieved proof of concept, at which stage external funding may be considered. The company has also embraced cost-effective AI content production processes to offer clients more enhanced output at a lower cost.

On behalf of the board

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

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £750,000. The directors do not recommend payment of a further dividend.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the information on and exposure to financial risk and future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

We have audited the financial statements of Exposure Promotions Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

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.

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 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 directors' responsibilities statement, 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

• We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102 and Companies Act 2006.

• We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Testing key revenue lines, in particular cut-off, for evidence of management bias.

• Obtaining third-party confirmation of material bank and loan balances.

• Documenting and verifying all significant related party balances and transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

Exposure Promotions Limited is a private company limited by shares incorporated in England and Wales. The registered office is 20 Little Portland Street, London, W1W 8BS.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument';

• Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company an an individual entity and not about its group.

Exposure Promotions Limited is a wholly owned subsidiary of Casbah Group Limited and the results of Exposure Promotions Limited are included in the consolidated financial statements of Casbah Group Limited which are available from the UK Registrar of Companies.

The company has made profits in the year and this is forecasted to continue into for the foreseeable future. trueThe entity remains to have a healthy net asset and cash balance. The directors have a reasonable expectation that the company will have adequate resources to continue in operation for a period of at least twelve months from the date of approval of these financial statements. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT.

Turnover consists of fee income (retainer basis) and expense income (project based).

Fee income is recognised on a monthly basis over the length of the contract.

Expense income is recognised at the start of the project or as defined by the contract. Revenue is recognised only to the extent of the expenses that are recoverable.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Work in progress represent payments made in advance to suppliers and are recognised where such advances relate to projects that are scheduled for the near future and where the directors estimate sufficient future income will be earned in order to recoup the advances made. Where it is estimated that insufficient future income will be earned, an impairment loss is recorded.

At each reporting date, an assessment is made for impairment. Impairment losses are recognised through the profit and loss account.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors and amounts owed to group undertakings, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the tax currently payable.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

The directors do not consider there to be any judgements or key sources of estimation uncertainty which have significant effect on amounts recognised in the financial statements.

An analysis of the company's turnover is as follows:

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

As at 31 December 2024, the company held 196,078 shares in Exposure Digital Limited. These shares were acquired at par value of 0.0000001p, and therefore no investment has been recognised in the accounts.

There are a number of fixed and floating charges in place, in favour of the bank, over all assets of the company.

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.

The charge to profit and loss account in respect of defined contribution scheme was £220,693 (2023 - £180,098).

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company has previously entered into a cross guarantee and debenture with both fellow group companies and a company under common control. On 24 September 2024, the company was released from a number of agreements with both fellow group companies and a company under common control. As a result of this the company was no longer liable for any obligations relating to guarantees of £500,000 relating to fellow group companies, and £985,000 relating to a company under common control.

As at 31 December 2024, the company's maximum potential liability under this arrangement with fellow group companies was £337,000 (2023: £837,000).

As at 31 December 2024, the company's maximum potential liability under this arrangement with a company under common control was £nil (2023: £985,000).

During the year the company made sales of £583,537 (2023: £468,760) to fellow group undertakings that are not wholly owned by Casbah Group Limited, the immediate and controlling party of the company. The company has made purchases of £181,354 (2023: £304,994) from fellow group undertakings that are not wholly owned by Casbah Group Limited. At the year end, £277,178 (2023: £124,511) was owed by this company.

During the year the company made sales of £1,166,054 (2023: £504,961) to companies under common control and purchases of £9,364 (2023: £7,877). The prior comparative relates to a 7-month financial period. At year end, balances of £399,415 (2023: £212,812) was outstanding from these companies.

The directors owed the company £1,425,256 on 1 January 2024. During the year, the company advanced £53,404 to directors and the directors repaid £1,302,891 to the company. At the year end, directors owed the company £175,769. The transactions mainly relate to personal expenses paid by the company on the director’s behalf and cash withdrawals by the directors. The amounts owed by the directors are unsecured and repayable by demand.

The immediate parent company is Casbah Group Limited, a company incorporated in England and Wales.

The smallest and largest group into which this entity is consolidated is Casbah Group Limited, with the registered address of 20 Little Portland Street, London, United Kingdom, W1W 8BS

Copies of the group financial statements can be obtained from the UK Registrar of Companies.