Company registration number 12284305 (England and Wales)
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
COMPANY INFORMATION
Directors
Luke Neal
Zach Fisher
Company number
12284305
Registered office
7 Western Gardens
Brentwood
Essex
England
CM14 4SP
Auditor
PMK & Associates LLP
Lower Third Floor, Evelyn Suite
Quantum House, 22 - 24 Red Lion Court
London
EC4A 3EB
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Group profit and loss account
6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 24
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2023
- 1 -

The directors present their annual report and financial statements for the year ended 30 April 2023.

Principal activities

The principal activity of the company during the year under review continued to be that of a holding investment in its subsidiaries. The group's main activity continued to be that of global affiliate management, and in the current year the group diversified its activities into property and investment holding and general investments.

 

Results and dividends

The results of the group for the year, as set out on pages 6 - 11 of the financial statements, show a profit before taxation of £4,613,495 (2022: £3,952,883). The shareholders' funds of the group total £15,129,058 (2022: £11,473,720).

 

The performance of the group during the period met with management expectations. Its subsidiary Affiliate squared Ltd.’s business has performed well, and continued growth is expected through 2024. Alongside the sustained success in client retention and organic expansion, the company has continued to profit from retail store closures and the subsequent increases in online sales activity.

 

No ordinary dividends were paid. The directors do not recommend payment of a further dividend in the year.

Directors

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

Luke Neal
Zach Fisher
Future developments

Despite the ongoing current unpredictable global macroeconomic environment the group is still well placed to capitalise on the increase in online ecommerce activity and continues to develop and expand its technology platforms and associated infrastructure in accordance with the strategic objectives of the business.

 

Alongside a continued focus on client retention to further promote organic growth, a renewed emphasis will be placed on new online marketing campaigns to fuel further expansion. New ecommerce merchants will be targeted to satisfy the demand placed on the global online shopping marketplace and the ensuing knock-on effects to online affiliate marketing activity.

 

Objectives for the coming year comprise of expanding the merchant and affiliate base significantly to achieve a total volume of transactions in excess of £250 million. Additional agents and marketing agencies will also be sought to continue the significant growth in registered merchants witnessed from referrals from these entities.

 

Auditor

The auditor, PMK Associates LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 2 -
Statement of directors' responsibilities

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

 

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

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

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

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

 

Affiliate Squared Holdings has provided a guarantee for the liabilities of its subsidiary, Datalords Limited, thereby exempting the subsidiary from the requirement to have its financial statements audited under Section 479A of the Companies Act 2006. This guarantee covers all liabilities as at 30 April 2023.

 

On behalf of the board
Luke Neal
Director
25 July 2024
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
- 3 -
Opinion

We have audited the financial statements of Affiliate Squared Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group and 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Our approach to identifying and assessing the susceptibility of the entity’s financial statements to material misstatements including non compliance with laws and regulations and how fraud might occur and how these were address on the audit are:

 

 

AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
- 5 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by

 

 

To address the risk of fraud through management bias and override of controls, we:

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures, which included but were not limited to:

 

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Malcolm Kauder (Senior Statutory Auditor)
For and on behalf of PMK & Associates LLP
25 July 2024
Chartered Certified Accountants
Statutory Auditor
Lower Third Floor, Evelyn Suite
Quantum House, 22 - 24 Red Lion Court
London
EC4A 3EB
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 2023
- 6 -
2023
2022
Notes
£
£
Turnover
7,601,752
6,268,027
Cost of sales
(1,338,253)
(1,524,034)
Gross profit
6,263,499
4,743,993
Administrative expenses
(1,456,122)
(771,277)
Operating profit
4,807,377
3,972,716
Interest receivable and similar income
4
10,234
2,835
Interest payable and similar expenses
(104)
(71)
Amounts written off investments
5
(204,012)
(22,597)
Profit before taxation
4,613,495
3,952,883
Tax on profit
(958,187)
(773,718)
Profit for the financial year
3,655,308
3,179,165
Profit for the financial year is attributable to:
- Owners of the parent company
3,688,156
3,179,165
- Non-controlling interests
(32,848)
-
3,655,308
3,179,165
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2023
- 7 -
2023
2022
£
£
Profit for the year
3,655,308
3,179,165
Other comprehensive income
-
-
Total comprehensive income for the year
3,655,308
3,179,165
Total comprehensive income for the year is attributable to:
- Owners of the parent company
3,688,156
3,179,165
- Non-controlling interests
(32,848)
-
3,655,308
3,179,165
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
GROUP BALANCE SHEET
AS AT 30 APRIL 2023
30 April 2023
- 8 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
-
-
Tangible assets
7
472,353
479,484
Investment property
8
5,620,615
3,820,805
Investments
9
467,811
659,080
6,560,779
4,959,369
Current assets
Debtors
12
6,254,961
1,088,112
Investments
13
15,342
21,782
Cash at bank and in hand
3,350,314
5,845,040
9,620,617
6,954,934
Creditors: amounts falling due within one year
14
(1,028,742)
(413,029)
Net current assets
8,591,875
6,541,905
Total assets less current liabilities
15,152,654
11,501,274
Provisions for liabilities
(23,596)
(27,554)
Net assets
15,129,058
11,473,720
Capital and reserves
Called up share capital
15
100
100
Profit and loss reserves
15,161,776
11,473,620
Equity attributable to owners of the parent company
15,161,876
11,473,720
Non-controlling interests
(32,818)
-
15,129,058
11,473,720

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 25 July 2024 and are signed on its behalf by:
25 July 2024
Luke Neal
Director
Company registration number 12284305 (England and Wales)
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
COMPANY BALANCE SHEET
AS AT 30 APRIL 2023
30 April 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
9
270
200
Current assets
Debtors
12
6,058,308
215,931
Creditors: amounts falling due within one year
14
(60,001)
(70,330)
Net current assets
5,998,307
145,601
Net assets
5,998,577
145,801
Capital and reserves
Called up share capital
15
100
100
Profit and loss reserves
5,998,477
145,701
Total equity
5,998,577
145,801

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 25 July 2024 and are signed on its behalf by:
25 July 2024
Luke Neal
Director
Company registration number 12284305 (England and Wales)
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
- 10 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 1 May 2021
100
8,994,455
8,994,555
-
8,994,555
Year ended 30 April 2022:
Profit and total comprehensive income
-
3,179,165
3,179,165
-
3,179,165
Dividends
-
(700,000)
(700,000)
-
(700,000)
Balance at 30 April 2022
100
11,473,620
11,473,720
-
0
11,473,720
Year ended 30 April 2023:
Profit and total comprehensive income
-
3,688,156
3,688,156
(32,848)
3,655,308
Other movements
-
-
-
30
30
Balance at 30 April 2023
100
15,161,776
15,161,876
(32,818)
15,129,058
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 May 2021
100
(8,820)
(8,720)
Year ended 30 April 2022:
Profit and total comprehensive income for the year
-
854,521
854,521
Dividends
-
(700,000)
(700,000)
Balance at 30 April 2022
100
145,701
145,801
Year ended 30 April 2023:
Profit and total comprehensive income
-
5,852,776
5,852,776
Balance at 30 April 2023
100
5,998,477
5,998,577
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2023
- 12 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
20
5,791,749
3,100,123
Interest paid
(104)
(71)
Income taxes paid
(596,861)
(1,154,825)
Net cash inflow from operating activities
5,194,784
1,945,227
Investing activities
Purchase of tangible fixed assets
(546,613)
(770,475)
Purchase of investment property
(1,290,722)
(134,175)
Proceeds from disposal of investments
(6,303)
(451,853)
Amounts advanced
(5,856,106)
(128,824)
Interest received
10,234
2,835
Net cash used in investing activities
(7,689,510)
(1,482,492)
Financing activities
Dividends paid to equity shareholders
-
0
(700,000)
Net cash used in financing activities
-
(700,000)
Net decrease in cash and cash equivalents
(2,494,726)
(237,265)
Cash and cash equivalents at beginning of year
5,845,040
6,082,305
Cash and cash equivalents at end of year
3,350,314
5,845,040
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
- 13 -
1
Accounting policies
Company information

Affiliate Squared Holdings Ltd (“the company”) is a private company limited by shares and incorporated in England and Wales. The registered office is 7 Western Gardens, Brentwood, Essex, England, CM14 4SP.

 

The group consists of Affiliate Squared Holdings Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Affiliate Squared Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 April 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover

Turnover represents the net amount receivable by the company after onward transmission of contractual payments.

1.4
Tangible fixed assets

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

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

Land and buildings Freehold
2% straight line
Fixtures and fittings
25% reducing balance
Computers
25% straight line method

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

1.5
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

 

The overseas investment properties are nearing full construction. Presently, there are no active market value to compare in order to obtain a fair value of the properties. As such, the investment properties are measured at cost until such time as a reliable measure of fair value is available.

 

The UK investment property is still undergoing major refurbishment. The directors consider the purchase price of the investment property including refurbishment work done to be an approximation value to fair value for this year. The rentals from this property is expected to commence in the subsequent period.

1.6
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 15 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Impairment of fixed assets

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

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

 

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

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 16 -
1.9
Financial instruments

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

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, trade and other payable,bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

 

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

 

Other creditors are obligations to transmit funds remitted to the company and not yet transmitted at the balance sheet date. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised at historic cost.

1.10
Equity instruments

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

 

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

 

AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 17 -
1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

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

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense,

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

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

1.13
Retirement benefits

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

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.15
Foreign exchange

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

AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Total
6
5
-
0
-
0
4
Interest receivable and similar income
2023
2022
£
£
Other interest receivable and similar income
10,234
2,835
5
Amounts written off investments
2023
2022
£
£
Fair value gains/(losses)
Loss on financial assets held at fair value through profit or loss
(6,440)
(22,597)
6
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Fixed asset investments
9
197,572
-
Recognised in:
Amounts written off investments
197,572
-
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
6
Impairments
(Continued)
- 19 -

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

7
Tangible fixed assets
Group
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 May 2022
411,587
222,457
634,044
Additions
-
0
37,557
37,557
At 30 April 2023
411,587
260,014
671,601
Depreciation and impairment
At 1 May 2022
42,321
112,239
154,561
Depreciation charged in the year
8,232
36,455
44,687
At 30 April 2023
50,553
148,695
199,248
Carrying amount
At 30 April 2023
361,034
111,319
472,353
At 30 April 2022
369,266
110,218
479,484
8
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 May 2022
3,820,804
-
Additions
1,290,722
-
Other changes
509,089
-
At 30 April 2023
5,620,615
-
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 20 -
9
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
467,811
659,080
270
200
Movements in fixed asset investments
Group
Shares in
Other investments
Total
£
£
£
Cost or valuation
At 1 May 2022
-
659,080
659,080
Additions
70
6,303
6,373
At 30 April 2023
70
665,383
665,453
Impairment
At 1 May 2022
-
-
-
Impairment losses
-
197,572
197,572
At 30 April 2023
-
197,572
197,572
Carrying amount
At 30 April 2023
70
467,811
467,881
At 30 April 2022
-
659,080
659,080
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 May 2022
200
Additions
70
At 30 April 2023
270
Carrying amount
At 30 April 2023
270
At 30 April 2022
200
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 21 -
10
Subsidiaries

Details of the company's subsidiaries at 30 April 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Affiliate Squared Projects Ltd
7 Western Gardens, Brentwood
Ordinary
100.00
Affiliate Squared Limited
7 Western Gardens, Brentwood
Ordinary
100.00
Datalords Limited
Lower Third Floor, Evelyn Suite, Quantum House, 22-24 Red Lion Court, London
Ordinary
70.00
11
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
22,569
29,009
-
-
12
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,854
-
0
-
0
-
0
Amounts owed by group
-
-
0
73,408
87,107
Other debtors
6,252,107
1,088,112
5,984,900
128,824
6,254,961
1,088,112
6,058,308
215,931
13
Current asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Investments
15,342
21,782
-
-
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 22 -
14
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Amounts owed to group undertakings
-
0
-
0
100
100
Corporation tax payable
577,772
212,488
-
0
-
0
Other taxation and social security
2,468
1,103
-
0
-
0
Other creditors
448,502
199,438
59,901
70,230
1,028,742
413,029
60,001
70,330
15
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
16
Financial commitments, guarantees and contingent liabilities

Affiliate Squared Holdings has provided a guarantee for the liabilities of its subsidiary, Datalords Limited, thereby exempting the subsidiary from the requirement to have its financial statements audited under Section 479A of the Companies Act 2006. This guarantee covers all liabilities as at 30 April 2023.

17
Events after the reporting date

After the reporting date, the Company paid a dividend of £6,393,001 to holders of its Class A ordinary shares.

AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 23 -
18
Related party transactions

Group

During the year, the group paid £70,000 (2022 : £78,200) to Vesper Vintage Ltd for marketing and advertising expenses. Vesper Vintage Ltd is owned and controlled by Mrs A M Morgan, the wife of a director. There was a balance of £nil due to Vesper Vintage Ltd at the year end (2022: £7,000).

 

Parent Company

During the year the parent company received dividends totaling £5,657,997 (2022: £854,986) from Affiliate Squared Limited, a subsidiary company, Dividends totalling £nil (2022: £700,000) were paid to the shareholders of the parent company during the year.

 

Included under amounts owed by the group at the year end within the parent company debtors is an amount of £73,408 (2022: £87,107) due from Affiliate Squared Limited.

 

Included within other creditors is an amount of £59,831 (2022: £70,230) due to Mr J Fisher, a shareholder of the company.

 

 

 

 

 

19
Directors' transactions
Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
Luke Neal -
2.00
2,045
598,490
600,535
Zach Fisher -
2.00
126,779
5,257,586
5,384,365
128,824
5,856,076
5,984,900
AFFILIATE SQUARED HOLDINGS LIMITED (CONSOLIDATED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 24 -
20
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
3,655,308
3,179,165
Adjustments for:
Taxation charged
958,187
773,718
Finance costs
104
71
Investment income
(10,234)
(2,835)
Depreciation and impairment of tangible fixed assets
44,687
44,498
Other gains and losses
204,012
22,597
Movements in working capital:
Decrease/(increase) in debtors
689,256
(909,889)
Increase/(decrease) in creditors
250,429
(7,202)
Cash generated from operations
5,791,749
3,100,123
21
Analysis of changes in net funds - group
1 May 2022
Cash flows
30 April 2023
£
£
£
Cash at bank and in hand
5,845,040
(2,494,726)
3,350,314
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