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Fluid Branding Limited

Annual Report and Financial Statements
Year Ended 31 July 2023

Registration number: 05867605

 

Fluid Branding Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 9

Profit and Loss Account

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13 to 26

 

Fluid Branding Limited

Company Information

Directors

M A Lovegrove

M J Franks

Company secretary

M Hope

Registered office

Unit 31
ESAM
Carluddon Technology Park
ST AUSTELL
Cornwall
PL26 8WE

Auditors

Francis Clark LLP
Statutory Auditor
Melville Building East
Unit 18
23 Royal William Yard
Plymouth
Devon
PL1 3GW

 

Fluid Branding Limited

Strategic Report for the Year Ended 31 July 2023

The directors present their strategic report for the year ended 31 July 2023.

Principal activity

The principal activity of the company is the sale of promotional items.

Fair review of the business

This provides an overview of our company's financial performance, along with insights into the European markets, inflation, and the branded merchandise market. This report encompasses the fiscal year ending July 31, 2023.

Financial Performance:
Our company has continued to demonstrate strong financial performance.
Revenue Growth: Our company achieved a 3% increase in revenue compared to the previous year, reaching a total revenue of £27.2 million. This growth is primarily attributed to successful strategic client development and expanded market presence.
Our profit margins have remained stable, thanks to effective cost management and operational efficiency. We achieved an EBITDA margin of 6.2%, which is in line with our projections.
Cash Flow: Our cash flow position has dropped slightly, this is mainly due to investments in client stock.

Operational Efficiency:
We have implemented several cost reduction initiatives, including streamlining our supply chain, optimising warehousing logistics, and enhancing production processes. These measures have contributed to our overall profitability.
Risk Management: Our risk management strategies have proven effective, helping us mitigate potential cyber threats and ensuring financial stability.

European Markets:
The European market continues to present both opportunities and challenges for our company.
Market Growth: Despite ongoing economic uncertainties, the European market remains robust, driven by technological innovation, digital transformation, and a growing consumer demand for sustainable products.
Brexit Impact: The repercussions of Brexit have stabilised, and we have successfully navigated the changes in trade regulations to maintain our presence in the UK and the EU.
Economic Recovery: The European economies are showing signs of recovery from the pandemic, presenting favourable conditions for expansion and market penetration.

Inflation:
Inflation is a significant concern for businesses operating in Europe. We have observed the following trends and strategies to address them:
Rising Costs: Inflationary pressures, particularly in energy, transportation, and raw materials, have resulted in increased product costs. We are closely monitoring these cost escalations and implementing pricing strategies to safeguard our profit margins.
Supply Chain Resilience: Ensuring the resilience of our supply chain is a priority to counter inflationary risks. We are diversifying suppliers and implementing inventory management practices to minimise disruptions.

 

Fluid Branding Limited

Strategic Report for the Year Ended 31 July 2023

Branded Merchandise Market:
Our branded merchandise business has thrived in the past year.
Consumer Demand: The demand for branded merchandise remains strong, especially in the digital era, where e-commerce channels play a significant role.
Sustainability: Consumers are increasingly favouring sustainable and eco-friendly merchandise. We are adapting our product lines to meet these demands.
Competition: The market is highly competitive, requiring constant innovation in design, quality, and marketing to maintain our market share.

In conclusion, our financial performance remains strong, and we are effectively navigating the challenges posed by the European market, inflation, and the branded merchandise sector. We will continue to adapt and grow to ensure the company's long-term success.
 

Principal risks and uncertainties

The Fluid Board has considered several risks to the business including trading environment, currency fluctuation, liquidity, and the United Kingdom’s exit from the European Union. Whilst the uncertainty of the position continues, we have considered factors to mitigate any interruption, delay or risk to clients and the business. Principal risks considered were:

- Loss of customers: Fluid invest time and energy in managing client relationships upfront and servicing them continually through great communication and adding value through our services.
- Loss of staff: Fluid focuses on a strong team culture which makes us more resilient against weathering tough situations. It also safeguards our quality of our client service in general, by making staff accountable, being empathetic and trusting in our collective goals.
- Cashflow: By producing monthly management accounts and weekly cash availability statements we can track our cashflow situation.
- Rising prices: Working in agreement with key suppliers allows Fluid to manage price increases, continuing to buy at competitive rates, and reasonably pass on these additional costs to the customers where appropriate. Margins are therefore maintained and managed year on year.
- Inflation: Fluid understands its broader role as not only a price negotiator but also an interface between the company and our clients. Therefore, rising costs due to inflation are managed through purchasing power, and providing the best possible pricing structure for our clients to remain competitive and provide a valued service.
- Stock holding and importing have been managed alongside our supply chain along with new order processing management through our Ireland and Netherlands offices.
- We have also taken steps to cover exchange rate exposure and working capital retention within the business.

Approved and authorised by the Board on 1 March 2024 and signed on its behalf by:
 

.........................................
M A Lovegrove
Director

 

Fluid Branding Limited

Directors' Report for the Year Ended 31 July 2023

The directors present their report and the financial statements for the year ended 31 July 2023.

Directors of the company

The directors who held office during the year were as follows:

M A Lovegrove

M J Franks

Financial instruments

Objectives and policies

The trading activities expose the company to various risk, the most significant of which are linked to liquidity and cash flow. To mitigate these risks the company carefully control costs and manages cash levels through forecasting and budgeting. The experience of management ensures that the company can quickly adapt strategy as and when required.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved and authorised by the Board on 1 March 2024 and signed on its behalf by:
 

.........................................
M A Lovegrove
Director

 

Fluid Branding Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable United Kingdom 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.

 

Fluid Branding Limited

Independent Auditor's Report to the Members of Fluid Branding Limited

Opinion

We have audited the financial statements of Fluid Branding Limited (the 'company') for the year ended 31 July 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 July 2023 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 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

Fluid Branding Limited

Independent Auditor's Report to the Members of Fluid Branding Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

We have nothing to report in respect of the following matters where 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 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:

 

Fluid Branding Limited

Independent Auditor's Report to the Members of Fluid Branding Limited

Based on our understanding of the company and its industry, the principal risks have been identified as: non-compliance with laws and regulations related to the General Data Protection Regulation; modern slavery legislation; compliance with reporting financial framework (FRS 102 and Companies Act 2006) and the relevant tax compliance regulations in the UK.

We discussed with management the controls in place around the monitoring of compliance with these laws and regulations and understood who was responsible for the systems put in place and what relevant training they had undertaken to adequately perform this role.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting in the form of overstating turnover or manipulation of managements estimates.

Audit procedures performed by the engagement team include, but were not limited to:
• Discussion with management to understand what they deem to be the significant laws and regulations that the company must abide to;
• Reviewing whether there have been any breaches of these laws and regulations, including any fraudulent activity in the financial year;
• Determining what would happen in the event of a breach of any of the aforementioned laws and regulations, including obtaining and reviewing the business continuity plan;
• Checking for management override of controls by evaluating the business rationale of material adjustments;
• Reviewing the assumptions used by management in calculating estimates to consider if they are appropriate.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.

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.

 

Fluid Branding Limited

Independent Auditor's Report to the Members of Fluid Branding Limited

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.

......................................
Duncan Leslie (Senior Statutory Auditor)
Francis Clark LLP, Statutory Auditor

Melville Building East
Unit 18
23 Royal William Yard
Plymouth
Devon
PL1 3GW

5 March 2024

 

Fluid Branding Limited

Profit and Loss Account

Year Ended 31 July 2023

Note

2023
£

2022
£

Turnover

3

27,158,785

26,316,249

Cost of sales

 

(18,100,918)

(18,506,899)

Gross profit

 

9,057,867

7,809,350

Administrative expenses

 

(8,938,801)

(7,169,795)

Other operating income

4

204,250

221,287

Operating profit

5

323,316

860,842

Income from shares in group undertakings

 

192,864

-

Other interest receivable and similar income

9

83,555

67,196

Interest payable and similar expenses

10

(61,733)

(18,996)

   

214,686

48,200

Profit before tax

 

538,002

909,042

Tax on profit

11

(63,560)

(189,390)

Profit for the financial year

 

474,442

719,652

The above results were derived from continuing operations.

 

Fluid Branding Limited

Balance Sheet

31 July 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

12

335,093

250,585

Tangible assets

13

91,422

77,576

Investments

14

92

92

 

426,607

328,253

Current assets

 

Stocks

15

525,630

396,365

Debtors

16

8,823,295

8,435,323

Cash at bank and in hand

 

523,960

532,964

 

9,872,885

9,364,652

Creditors: Amounts falling due within one year

18

(7,831,988)

(6,935,403)

Net current assets

 

2,040,897

2,429,249

Total assets less current liabilities

 

2,467,504

2,757,502

Provisions for liabilities

21

(76,379)

(12,819)

Net assets

 

2,391,125

2,744,683

Capital and reserves

 

Called up share capital

100

100

Profit and loss account

2,391,025

2,744,583

Shareholders' funds

 

2,391,125

2,744,683

Approved and authorised by the Board on 1 March 2024 and signed on its behalf by:
 

.........................................
M A Lovegrove
Director

Company Registration Number: 05867605

 

Fluid Branding Limited

Statement of Changes in Equity

Year Ended 31 July 2023

Share capital
£

Profit and loss account
£

Total
£

At 1 August 2022

100

2,744,583

2,744,683

Profit for the year

-

474,442

474,442

Dividends

-

(828,000)

(828,000)

At 31 July 2023

100

2,391,025

2,391,125

Share capital
£

Profit and loss account
£

Total
£

At 1 August 2021

100

3,033,531

3,033,631

Profit for the year

-

719,652

719,652

Dividends

-

(1,008,600)

(1,008,600)

At 31 July 2022

100

2,744,583

2,744,683

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
Unit 31
ESAM
Carluddon Technology Park
ST AUSTELL
Cornwall
PL26 8WE

These financial statements were authorised for issue by the Board on 1 March 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. There are no material departures from FRS102.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Summary of disclosure exemptions

The company has taken advantage of the exemption, under FRS 102 paragraph 1.12(b) from preparing a statement of cash flows on the basis that it is a qualifying entity and its parent company, Fluid Branding Holdings Limited, includes the company's cash flows in its own consolidated financial statements. The company is also taking exemption from disclosure of related party transactions entered into between the company and any related parties that have 100% control and any entities over which the company has 100% control.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.

The company recognises turnover once delivery of goods to the customer has been completed in most cases. Where the company stores client funded stock, the turnover is recognised on delivery of the goods to the storage facility. Where payment is received up front, the sale is deferred until the goods are delivered.

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

Government grants

Government grants are recognised as income according to the 'performance model' when they are receivable and all of the performance conditions imposed by the grant have been met.

Until such time that the performance conditions are met, government grants are recorded as deferred income on the balance sheet, included within creditors:amounts due within or after one year.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Furniture, fittings & equipment

Between 3 and 5 years straight line

Motor Vehicles

5 years straight line

Leasehold Improvements

5 years straight line

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

13.36% on cost

Computer software

3 years straight line

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Stocks

Stock is initially recognised at cost using the most recent purchase price.

At each reporting date, stocks are assessed for impairment. If stocks are 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.

The company arranges storage and insurance for customer financed stock. All charges for this are recharged on to the customer and this is not recognised as stock in the accounts.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

 

3

Turnover

The analysis of the company's Turnover for the year from continuing operations is as follows:

2023
£

2022
£

Sale of goods

27,158,785

26,316,249

The analysis of the company's Turnover for the year by market is as follows:

2023
£

2022
£

UK

20,830,184

22,158,839

Europe

5,326,246

3,176,969

Rest of world

1,002,355

980,441

27,158,785

26,316,249

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

4

Other operating income

The analysis of the company's other operating income for the year is as follows:

2023
£

2022
£

Miscellaneous other operating income

204,250

221,287

5

Operating profit

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

55,923

48,959

Amortisation expense

260,764

145,673

Foreign exchange (gains)/losses

(604)

158,004

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

4,244,730

3,381,425

Social security costs

425,211

334,707

Pension costs, defined contribution scheme

81,201

66,588

4,751,142

3,782,720

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Administration and support

135

119

135

119

7

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

39,378

37,708

Contributions paid to money purchase schemes

156

188

39,534

37,896

During the year the number of directors who were receiving benefits and share incentives was as follows:

2023
No.

2022
No.

Accruing benefits under money purchase pension scheme

1

1

8

Auditor's remuneration

2023
£

2022
£

Audit of the financial statements

15,000

12,000


 

9

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

83,555

67,196

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

10

Interest payable and similar expenses

2023
£

2022
£

Interest expense on other finance liabilities

61,733

18,996

11

Taxation

Tax charged/(credited) in the profit and loss account

2023
£

2022
£

Current taxation

UK corporation tax

-

188,856

UK corporation tax adjustment to prior periods

-

(58)

-

188,798

Deferred taxation

Arising from origination and reversal of timing differences

63,560

592

Tax expense in the income statement

63,560

189,390

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of 21% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit before tax

538,002

909,042

Corporation tax at standard rate

112,980

172,718

Effect of revenues exempt from taxation

(39,939)

-

Effect of expense not deductible in determining taxable profit (tax loss)

43,017

19,002

Deferred tax (credit)/expense relating to changes in tax rates or laws

(10,431)

402

Decrease from effect of tax incentives

(1,848)

(2,686)

Tax decrease arising from group relief

-

(46)

Double taxation relief

(40,219)

-

Total tax charge

63,560

189,390

Deferred tax

Deferred tax assets and liabilities

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

2023

Asset
£

Liability
£

Accelerated capital allowances

-

76,379

-

76,379

2022

Asset
£

Liability
£

Accelerated capital allowances

-

12,819

-

12,819

12

Intangible assets

Goodwill
 £

Software costs
£

Total
£

Cost or valuation

At 1 August 2022

586,022

201,976

787,998

Additions acquired separately

-

345,272

345,272

At 31 July 2023

586,022

547,248

1,133,270

Amortisation

At 1 August 2022

470,088

67,325

537,413

Amortisation charge

78,348

182,416

260,764

At 31 July 2023

548,436

249,741

798,177

Carrying amount

At 31 July 2023

37,586

297,507

335,093

At 31 July 2022

115,934

134,651

250,585

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

13

Tangible assets

Land and buildings
£

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 August 2022

-

155,645

155,645

Additions

25,504

44,267

69,771

Disposals

-

(26,259)

(26,259)

At 31 July 2023

25,504

173,653

199,157

Depreciation

At 1 August 2022

-

78,069

78,069

Charge for the year

5,101

50,822

55,923

Eliminated on disposal

-

(26,257)

(26,257)

At 31 July 2023

5,101

102,634

107,735

Carrying amount

At 31 July 2023

20,403

71,019

91,422

At 31 July 2022

-

77,576

77,576

14

Investments

2023
£

2022
£

Investments in subsidiaries

92

92

Subsidiaries

£

Cost or valuation

At 1 August 2022

92

Provision

Carrying amount

At 31 July 2023

92

At 31 July 2022

92

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Fluid Branding Ireland Limited

Ireland

Ordinary Shares

100%

100%

Subsidiary undertakings

Fluid Branding Ireland Limited

The principal activity of Fluid Branding Ireland Limited is that of advertising and promotions.

15

Stocks

2023
£

2022
£

Other inventories

525,630

396,365

16

Debtors

2023
£

2022
£

Trade debtors

3,854,569

4,403,339

Amounts due from group undertakings

857,967

663,420

Other debtors

3,480,670

3,114,279

Prepayments

363,543

254,285

Accrued income

14,079

-

Income tax asset

252,467

-

8,823,295

8,435,323

The trade debtors balance includes £2,139,698 (2022: £2,543,923) which is covered by an invoice discounting arrangement. These assets have not been derecognised from the balance sheet because the company remains ultimately responsible for any unpaid balances, so the directors consider significant risks to have been retained.

Details of trade and other debtors

£2,345,912 (2022 -£2,721,372) of Other debtors is classified as non current. This is a loan to a related party with no fixed repayment date.

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

17

Cash and cash equivalents

2023
£

2022
£

Cash on hand

-

185

Cash at bank

523,960

532,779

523,960

532,964

18

Creditors

Note

2023
£

2022
£

Due within one year

 

Loans and borrowings

19

1,173,786

489,931

Trade creditors

 

5,093,256

4,519,482

Amounts due to group undertakings

27

25,345

-

Corporation tax

 

-

34,360

Social security and other taxes

 

546,487

636,783

Outstanding defined contribution pension costs

 

23,828

19,584

Other creditors

 

819,413

1,087,952

Accrued expenses

 

149,873

147,311

 

7,831,988

6,935,403

19

Loans and borrowings

2023
£

2022
£

Current loans and borrowings

Invoice discounting

1,173,786

489,931

Invoice discounting

Lloyds Commercial finance invoice discounting facility is denominated in sterling with a nominal interest rate of 2% plus base rate. The carrying amount at year end is £1,173,786 (2022 - £489,931).

The facility is secured against trade debtors. There is also a floating charge over all company assets.

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

20

Obligations under leases and hire purchase contracts

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

263,312

150,443

Later than one year and not later than five years

140,941

87,092

404,253

237,535

The amount of non-cancellable operating lease payments recognised as an expense during the year was £238,398 (2022 - £230,014).

21

Provisions for liabilities

Deferred tax
£

At 1 August 2022

12,819

Increase (decrease) in existing provisions

63,560

At 31 July 2023

76,379

22

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £81,201 (2022 - £66,588).

Contributions totalling £23,828 (2022 - £19,584) were payable to the scheme at the end of the year and are included in creditors.

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

23

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £1 each

100

100

100

100

         

24

Dividends

   

2023

 

2022

   

£

 

£

Interim dividend of £8,280.00 (2022 - £10,086.00) per ordinary share

 

828,000

 

1,008,600

         

25

Commitments

Capital commitments

Building and implementation costs of new financial system, to be implemented in November 2023
The total amount contracted for but not provided in the financial statements was £34,713 (2022 - £Nil).

26

Contingent liabilities

The group trades with third parties under contractual arrangments, which on occasions in the ordinary course of business subjects the group to various legal and regulatory challenged, which result from its trading activities. Provision are made for the likely outcome of such action when on the basis of legal advice it is more likely than not that exonomic loss will occur from current or previous activities. There has been a material claim made against the company, for which a full and final offer has been put forward of £40,000. This offer has not yet been accepted by the claimant, and has therefore not been recognised as a provision in the accounts.

 

Fluid Branding Limited

Notes to the Financial Statements

Year Ended 31 July 2023

27

Related party transactions

Summary of transactions with subsidiaries

The company has taken advantage of the exemption provided by FRS 102 to not disclose transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
 

Summary of transactions with other related parties

Other related parties are companies under common control.
 

Loans to related parties

2023

Other related parties
£

At start of period

2,721,372

Advanced

991,000

Repaid

(450,000)

Interest transactions

83,539

Expenses recognised as bad debt

(1,000,000)

At end of period

2,345,911

2022

Other related parties
£

At start of period

1,835,288

Advanced

3,209,776

Repaid

(2,390,888)

Interest transactions

67,196

At end of period

2,721,372

Terms of loans to related parties

Loans to related parties have interest charged at 3% per annum and do not have a definate repayment date. They are included within non current debtors.

28

Parent and ultimate parent undertaking

The company's immediate parent is Fluid Branding Holdings Limited , incorporated in England and Wales.

 The ultimate controlling party is the directors.