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Fluid Branding Holdings Limited

Annual Report and Consolidated Financial Statements
Year Ended 31 July 2023

Registration number: 11739874

 

Fluid Branding Holdings Limited

Contents

Strategic Report

1 to 2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 8

Consolidated Profit and Loss Account

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Financial Statements

15 to 32

 

Fluid Branding Holdings Limited

Strategic Report

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 group is that of a group holding company.

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 Holdings Limited

Strategic Report

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 Holdings Limited

Directors' Report

Year Ended 31 July 2023

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

Directors of the group

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

M A Lovegrove

M J Franks

Financial instruments

Objectives and policies

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

Disclosure of information to the auditor

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 auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

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

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

   
     
 

Fluid Branding Holdings 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Fluid Branding Holdings Limited

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

Opinion

We have audited the financial statements of Fluid Branding Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, 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 group's and the parent company's affairs as at 31 July 2023 and of the group's profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 group and parent 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.

 

Fluid Branding Holdings Limited

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

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.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

 

Fluid Branding Holdings Limited

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

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:

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 Holdings Limited

Independent Auditor's Report to the Members of Fluid Branding Holdings 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)
PKF Francis Clark, Statutory Auditor

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

5 March 2024

 

Fluid Branding Holdings Limited

Consolidated Profit and Loss Account

Year Ended 31 July 2023

Note

2023
 £

2022
 £

Turnover

3

28,961,280

27,868,217

Cost of sales

 

(19,170,279)

(19,535,495)

Gross profit

 

9,791,001

8,332,722

Administrative expenses

 

(9,506,843)

(7,607,998)

Other operating income

4

38,750

82,991

Operating profit

5

322,908

807,715

Other interest receivable and similar income

9

83,555

67,196

Interest payable and similar charges

10

(61,733)

(18,996)

 

21,822

48,200

Profit before tax

 

344,730

855,915

Taxation

11

(91,644)

(202,280)

Profit for the financial year

 

253,086

653,635

Profit/(loss) attributable to:

 

Owners of the company

 

253,086

653,635

The group has no recognised gains or losses for the year other than the results above.

 

Fluid Branding Holdings Limited

Consolidated Balance Sheet

31 July 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

12

1,360,424

1,467,265

Tangible assets

13

91,680

78,084

 

1,452,104

1,545,349

Current assets

 

Stocks

15

526,256

402,883

Debtors

16

8,781,105

8,026,280

Cash at bank and in hand

 

599,658

881,043

 

9,907,019

9,310,206

Creditors: Amounts falling due within one year

17

(8,221,635)

(7,464,713)

Net current assets

 

1,685,384

1,845,493

Total assets less current liabilities

 

3,137,488

3,390,842

Provisions for liabilities

21

(76,379)

(12,819)

Net assets

 

3,061,109

3,378,023

Capital and reserves

 

Called up share capital

22

4

4

Merger reserve

499,876

499,876

Profit and loss account

2,561,229

2,878,143

Equity attributable to owners of the company

 

3,061,109

3,378,023

Total equity

 

3,061,109

3,378,023

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

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

Company Registration Number: 11739874

 

Fluid Branding Holdings Limited

Balance Sheet

31 July 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

12

1,073,701

1,265,050

Investments

14

6,906,226

6,906,226

 

7,979,927

8,171,276

Current assets

 

Debtors

16

323,698

184,800

Cash at bank and in hand

 

1,657

1,016

 

325,355

185,816

Creditors: Amounts falling due within one year

17

(1,460,360)

(1,535,496)

Net current liabilities

 

(1,135,005)

(1,349,680)

Net assets

 

6,844,922

6,821,596

Capital and reserves

 

Called up share capital

22

4

4

Merger reserve

6,819,776

6,819,776

Profit and loss account

25,142

1,816

Shareholders' funds

 

6,844,922

6,821,596

The company made a profit after tax for the financial year of £593,326.

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

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

Company Registration Number: 11739874

 

Fluid Branding Holdings Limited

Consolidated Statement of Changes in Equity

Year Ended 31 July 2023

Share capital
£

Merger reserve
£

Profit and loss account
£

Total
£

At 1 August 2022

4

499,876

2,878,143

3,378,023

Profit for the year

-

-

253,086

253,086

Total comprehensive income

-

-

253,086

253,086

Dividends

-

-

(570,000)

(570,000)

At 31 July 2023

4

499,876

2,561,229

3,061,109

Share capital
£

Merger reserve
£

Profit and loss account
£

Total
£

At 1 August 2021

4

499,876

2,868,144

3,368,024

Profit for the year

-

-

653,635

653,635

Total comprehensive income

-

-

653,635

653,635

Dividends

-

-

(643,636)

(643,636)

At 31 July 2022

4

499,876

2,878,143

3,378,023

 

Fluid Branding Holdings Limited

Statement of Changes in Equity

Year Ended 31 July 2023

Share capital
£

Merger reserve
£

Profit and loss account
£

Total
£

At 1 August 2022

4

6,819,776

1,816

6,821,596

Profit for the year

-

-

593,326

593,326

Total comprehensive income

-

-

593,326

593,326

Dividends

-

-

(570,000)

(570,000)

At 31 July 2023

4

6,819,776

25,142

6,844,922

Share capital
£

Merger reserve
£

Profit and loss account
£

Total
£

At 1 August 2021

4

6,819,776

(206,853)

6,612,927

Profit for the year

-

-

852,305

852,305

Dividends

-

-

(643,636)

(643,636)

At 31 July 2022

4

6,819,776

1,816

6,821,596

 

Fluid Branding Holdings Limited

Consolidated Statement of Cash Flows

Year Ended 31 July 2023

Note

2023
 £

2022
 £

Cash flows from operating activities

Profit for the year

 

253,086

653,635

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

508,286

341,546

Finance income

9

(83,555)

(67,196)

Finance costs

10

61,733

18,996

Income tax expense

11

91,644

202,280

 

831,194

1,149,261

Working capital adjustments

 

Increase in stocks

15

(123,373)

(51,773)

Increase in trade debtors

16

(754,826)

(2,588,736)

Increase in trade creditors

17

782,418

1,159,619

Cash generated from operations

 

735,413

(331,629)

Income taxes paid

11

(53,577)

(229,850)

Net cash flow from operating activities

 

681,836

(561,479)

Cash flows from investing activities

 

Interest received

83,555

67,196

Acquisitions of tangible assets

(69,771)

(57,726)

Proceeds from sale of tangible assets

 

-

4,000

Acquisition of intangible assets

 

(345,272)

(619,311)

Net cash flows from investing activities

 

(331,488)

(605,841)

Cash flows from financing activities

 

Interest paid

10

(61,733)

(18,996)

Repayment of bank borrowing

 

-

(50,000)

Dividends paid

(570,000)

(643,636)

Net cash flows from financing activities

 

(631,733)

(712,632)

Net decrease in cash and cash equivalents

 

(281,385)

(1,879,952)

Cash and cash equivalents at 1 August

 

881,043

2,760,995

Cash and cash equivalents at 31 July

599,658

881,043

 

Fluid Branding Holdings 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
England

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 were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

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

FRS 102 grants a qualifying entity exemptions from the full requirements of FRS102. The following exemtions have been taken in these financial statements as the company is deemed to be a qualifying entity.

The company has taken advantage of the exemption under FRS 102 1.12(b) from prepapring a Statement of Cash Flows on the basis that it is a qualifying entity and its cash flows are included in the consolidated financial statements of the group.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 July 2023.

As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The merger method of accounting has been used to account for the reorganisation of the group that took place in the year ended July 2019. All following acquisitions have used the purchase method.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The financial statements have been prepared on a going concern basis.

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 group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.

The group recognises turnover once delivery of goods to the customer has been completed in most cases. Where the group 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 Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

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 group 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 consolidated 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

Freehold property

50 years straight line

Furniture, fittings & equipment

Between 3 and 5 years straight line

Motor vehicles

5 years straight line

Other property, plant & equipment

Between 5 and 10 years straight line

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:

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

Asset class

Amortisation method and rate

Goodwill

13% Straight line

Computer software

33% Straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. 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 group 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 Holdings 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.

 Impairment
This disclosure box set not to appear in S1A template - in full FRS102 this will need to deleted if not required
Financial guarantee contracts
This disclosure box set not to appear in S1A template - in full FRS102 this will need to deleted if not required

3

Turnover

The analysis of the group's turnover for the year by market is as follows:

2023
£

2022
£

UK

22,632,679

23,710,807

Europe

5,326,246

3,176,969

Rest of world

1,002,355

980,441

28,961,280

27,868,217

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

4

Other operating income

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

2023
£

2022
£

Miscellaneous other operating income

38,750

82,991

5

Operating profit

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

56,173

49,225

Amortisation expense

452,112

292,323

Foreign exchange (gains)/losses

(2,801)

161,164

6

Staff costs

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

2023
£

2022
£

Wages and salaries

4,471,805

3,543,879

Social security costs

446,507

363,375

Pension costs, defined contribution scheme

81,201

66,588

4,999,513

3,973,842

The average number of persons employed by the group (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

34,180

Contributions paid to money purchase schemes

156

188

39,534

34,368

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

8

Auditor's remuneration

2023
£

2022
£

Audit of these financial statements

5,000

3,500

Audit of the financial statements of subsidiaries of the company pursuant to legislation

15,000

12,000

20,000

15,500


 

9

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

83,555

67,196

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

28,084

201,746

UK corporation tax adjustment to prior periods

-

(58)

28,084

201,688

Deferred taxation

Arising from origination and reversal of timing differences

63,560

592

Tax expense in the income statement

91,644

202,280

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

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

344,730

855,915

Corporation tax at standard rate

72,393

162,624

Effect of revenues exempt from taxation

563

-

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

92,248

48,629

Effect of tax losses

(78)

-

Effect of foreign tax rates

(20,595)

(6,711)

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

(10,431)

402

Decrease from effect of tax incentives

(1,848)

(2,664)

Decrease in UK and foreign current tax from adjustment for prior periods

(389)

-

Double taxation relief

(40,219)

-

Total tax charge

91,644

202,280

Deferred tax

Group

Deferred tax assets and liabilities

2023

Asset
£

Liability
£

Difference between accumulated depreciation and capital allowances

-

76,379

-

76,379

2022

Asset
£

Liability
£

Difference between accumulated depreciation and capital allowances

-

12,819

-

12,819

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

12

Intangible assets

Group

Goodwill
 £

Internally generated software development costs
 £

Total
£

Cost or valuation

At 1 August 2022

2,009,565

201,976

2,211,541

Additions acquired separately

-

345,272

345,272

At 31 July 2023

2,009,565

547,248

2,556,813

Amortisation

At 1 August 2022

676,951

67,325

744,276

Amortisation charge

269,697

182,416

452,113

At 31 July 2023

946,648

249,741

1,196,389

Carrying amount

At 31 July 2023

1,062,917

297,507

1,360,424

At 31 July 2022

1,332,614

134,651

1,467,265

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

Company

Goodwill
 £

Cost or valuation

At 1 August 2022

1,471,913

At 31 July 2023

1,471,913

Amortisation

At 1 August 2022

206,863

Amortisation charge

191,349

At 31 July 2023

398,212

Carrying amount

At 31 July 2023

1,073,701

At 31 July 2022

1,265,050

13

Tangible assets

Group

Freehold land and buildings
£

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 August 2022

-

156,973

156,973

Additions

25,504

44,267

69,771

Disposals

-

(26,259)

(26,259)

At 31 July 2023

25,504

174,981

200,485

Depreciation

At 1 August 2022

-

78,889

78,889

Charge for the year

5,101

51,072

56,173

Eliminated on disposal

-

(26,257)

(26,257)

At 31 July 2023

5,101

103,704

108,805

Carrying amount

At 31 July 2023

20,403

71,277

91,680

At 31 July 2022

-

78,084

78,084

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

14

Investments

Group

The Group had no unconsolidated investments at 31 July 2023 or 31 July 2022.

Company

2023
£

Investments in subsidiaries

6,906,226

Subsidiaries

£

Cost or valuation

At 1 August 2022

6,906,226

Carrying amount

At 31 July 2023

6,906,226

At 31 July 2022

6,906,226

Details of undertakings

Details of the investments 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 Limited - Registration Number 05867605

UK

Ordinary **

100%

100%

Fluid Branding Ireland Limited

Ireland

Ordinary *

100%

100%

Reflex Marketing and Promotions Limited - Registration number 03130443

UK

Ordinary * **

100%

100%

K F Scott Consulting Limited - Registration Number 08764130

UK

Ordinary * **

100%

100%

Loveridge Solutions Limited - Registration Number 09146078

UK

Ordinary * **

100%

100%

Everything Corporate Limited - Registration Number 01275517

UK

Ordinary * **

100%

100%

High Flying Incentives Limited - Registration Number 10009074

UK

Ordinary * **

100%

100%

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

Subsidiary undertakings

Fluid Branding Limited - Registration Number 05867605

The principal activity is the sale of promotional items.

Fluid Branding Ireland Limited

The principal activity is the sale of promotional items.

Reflex Marketing and Promotions Limited - Registration number 03130443

The company is dormant.

K F Scott Consulting Limited - Registration Number 08764130

The company is dormant.

Loveridge Solutions Limited - Registration Number 09146078

The company is dormant.

Everything Corporate Limited - Registration Number 01275517

The principal activity is the sale of promotional items.

High Flying Incentives Limited - Registration Number 10009074

The principal activity is the sale of promotional items.

* indicates subsidiaries are exempt from the Companies Act 2006 requirements relating to the audit of their individual accounts by virtue of Section 479A of the Act as Fluid Branding Holdings Limited has guaranteed the subsidiary company under Section 479C of the Act.

** indicates direct investment of the company.

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

15

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Other inventories

526,256

402,883

-

-

16

Debtors

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Trade debtors

4,324,436

4,543,564

-

-

Other debtors

3,820,986

3,227,381

319,499

184,800

Prepayments

369,136

255,335

4,199

-

Accrued income

14,079

-

-

-

Income tax asset

252,467

-

-

-

Debtors note fix

1

-

-

-

 

8,781,105

8,026,280

323,698

184,800

Less non-current portion

(2,347,581)

(2,721,372)

-

-

6,433,524

5,304,908

323,698

184,800

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 non-current trade and other debtors

Group

£2,347,581 (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 Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

17

Creditors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Due within one year

 

Loans and borrowings

18

1,173,786

489,931

-

-

Trade creditors

 

5,381,327

4,671,378

-

-

Amounts due to group undertakings

 

-

-

1,447,586

1,185,064

Corporation tax

 

28,046

53,539

-

-

Social security and other taxes

 

592,490

641,227

-

-

Outstanding defined contribution pension costs

 

24,898

19,584

-

-

Other creditors

 

832,188

1,090,931

12,774

2,979

Accrued expenses

 

188,900

498,123

-

347,453

 

8,221,635

7,464,713

1,460,360

1,535,496

18

Loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Current loans and borrowings

Invoice discounting

1,173,786

489,931

-

-

Group

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.

19

Obligations under leases and hire purchase contracts

Group

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

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

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

20

Pension and other schemes

Defined contribution pension scheme

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

Contributions totalling £24,898 (2022 - £19,584) were payable to the scheme at the end of the year and are included in creditors.

21

Provisions for liabilities

Group

Deferred tax
£

At 1 August 2022

12,819

Increase (decrease) in existing provisions

63,560

At 31 July 2023

76,379

22

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary A of £0.00001 each

400,000

4.00

400,000

4.00

Ordinary B of £0.00001 each

22,989

0.23

22,989

0.23

Ordinary C of £0.00001 each

22,989

0.23

22,989

0.23

 

445,978

4

445,978

4

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

23

Dividends

Interim dividends paid

   

2023
£

 

2022
£

Interim dividend of 1.00 (2022 - 1.27) per each 400000 Ordinary A shares

 

400,000

 

508,000

Interim dividend of 3.70 (2022 - 2.95) per each 22989 Ordinary B shares

 

85,000

 

67,818

Interim dividend of 3.70 (2022 - 2.95) per each 22989 Ordinary C shares

 

85,000

 

67,818

   

570,000

 

643,636

24

Contingent liabilities

Group

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.

25

Non adjusting events after the financial period

On 2 August 2023 the company acquired 30% of the share capital of Creatisan Limited for £50k. There is no provision included in the accounts for this transaction.

25 Analysis of cash and cash equivalents and net debt

Group

At 1 September 2022

Transfers

Cash flow

At 31 August 2023

£

£

£

£

Cash at bank and on hand

881,043

-

(281,385)

599,658

881,043

-

(281,385)

599,658

Invoice discounting facility

(489,931)

-

(683,855)

(1,173,786)

Bank loans

-

-

-

-

Other loans

-

-

-

Net debt

391,112

-

(965,240)

(574,128)

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

27

Related party transactions

Group

Loans to related parties

2023

Entities under common control
£

At start of period

2,721,372

Advanced

991,000

Repaid

(450,000)

Interest transactions

83,539

Impairment

(1,000,000)

At end of period

2,345,911

2022

Entities under common control
£

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 definable repayment date. They are included within non current debtors.
 

 

Fluid Branding Holdings Limited

Notes to the Financial Statements

Year Ended 31 July 2023

Company

Transactions with directors

2023

At 1 August 2022
£

Advances to director
£

Repayments by director
£

At 31 July 2023
£

Director 1

Loan account

98,321

421,180

(200,000)

319,501

         
       

Director 2

Loan account

(1,679)

190,405

(200,000)

(11,274)

         
       

 

2022

At 1 August 2021
£

Advances to director
£

Repayments by director
£

At 31 July 2022
£

Director 1

Loan account

722

456,517

(358,918)

98,321

         
       

Director 2

Loan account

721

251,600

(254,000)

(1,679)

         
       

 

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 member.

28

Parent and ultimate parent undertaking

The ultimate controlling parties are the director's.