Blue Bella Limited
Annual Report and Financial Statements For the year ended 31 December 2023
Company Registration No. 05566892 (England and Wales)
Blue Bella Limited
Company Information
Directors
Ms E Bendell
Professor A Bendell
Mrs J Mudge
Mr C Inman
Ms E Pascoe
Mr R Sims
Ms T Lewis
Company number
05566892
Registered office
Brickfields
Unit 201
37 Cremer Street
London
E2 8HD
Auditors
Moore Kingston Smith LLP
Betchworth House
57-65 Station Road
Redhill
Surrey
RH1 1DL
Blue Bella Limited
Strategic Report
For the year ended 31 December 2023
The directors present this Strategic Report for the year ended 31 December 2023 in compliance with s414C of the Companies Act 2006.
Principal activity
The principal activity of the group during the period was the design and retail of lingerie, nightwear and related
accessories through its online stores and via third-party wholesale partners.
Business Review
The group continues its long-term strategy of building its global online presence and maintaining strong relationships with international wholesale partners despite some challenging headwinds outside of its direct control.
The group performance diverged between its two lines of business Wholesale and Ecommerce; Ecommerce had double digit growth while Wholesale suffered from lower order volumes. Whilst some wholesale accounts continue to perform well, the majority are facing macro pressures reducing demand and constraining buyers' budgets. Bluebella has also suffered the sharp decline of one large UK wholesale account.
Overall turnover for the year was £14.1 million, a decrease of 4.8% on the prior year.
The Directors continued with their strategy to grow the group globally and focus on direct sales to customers through its websites. The group completed its investment in people and continued to Invest in IT/systems to enable to better understand and sell to its customers. The use of technology is seen as a critical key tool to understanding customer behaviour and delivering profitable growth in the future.
Adjusted EBITDA was £46K, compared to a £414k in the prior year.
The group remains in a strong financial position with net assets of £4.3m (2022: £4.5m), of which £3.2m was cash (2022: £2.6m).
Principal risks and uncertainties
The group is largely affected by the external environment and has found the key risk and uncertainties to the business as:
Exposure to the global economy and how it affects consumer behaviour in specific markets. To mitigate, the group continues to invest in those markets where it sees opportunities to grow its customer base and delivering its growth strategy and diversify this market risk;
Cross border trading exposes the group to different legal requirements. The group endeavours to comply with or, exceed, all the requirements of all jurisdictions and takes professional advice where required to ensure compliance, including but not limited to Trademark registrations, domain names and the threat of design infringement.
Technological risk increases as the scale of the business increases. The multilingual online stores are the main route to market. Investment in technology is critical to the success of the business and the group continues to invest heavily in technology across their websites, inventory management, and overall IT infrastructure as technology continues to advance rapidly. This includes increased investment in protecting its technology through cyber security.
Brexit and the future trading relationship between the UK and Euro continues to be a risk to the business and will be as this relationship evolves. To mitigate, the group has a strategy to ensure that the risks associated with Brexit are managed and mitigated wherever possible, including a continuous assessment of our supply chain.
Page 1
Blue Bella Limited
Strategic Report (Continued)
For the year ended 31 December 2023
The group is taking steps to improve its environmental impact from suppliers, packaging and materials used within the supply chain including garment technology.
Financial risk management is disclosed in the Directors' Report.
Key performance indicators
The Directors use various financial and non-financial measures to assess the performance of the business. These indicators are measured at product level and in terms of online, activity at detailed customer and transaction level.
The Directors believe that the most appropriate measure of overall business performance is earnings before interest, tax, depreciation, amortisation (“EBITDA”) adjusted for currency exchange differences, reflecting a constant exchange rate which is how management run the business day to day (Adjusted EBITDA) and Adjusted EBITDA as a percentage return on turnover.
Adjusted EBITDA for the period under review was £45,766 (2022: £413,806), resulting in a return on turnover of 0.33% (2022: 2.80%)
Group
Company
2023
2022
2023
2022
£
£
£
£
196,528
197,336
Loss/Profit for the period
(216,863)
(222,715)
-
(40,488)
-
(40,488)
Tax charge/(credit)
55,828
46,827
44,550
46,637
Net interest expense
17,070
9,366
17,070
9,366
Depreciation
6,640
17,046
6,640
17,046
Amortisation
17,070
23,171
17,070
23,171
Factoring Fees
166,021
161,356
166,175
161,356
Exchange differences
45,766
413,806
28,790
414,424
Adjusted EBITDA
14,071,182
14,784,444
13,767,120
14,774,969
Turnover
0.33%
2.80%
0.21%
2.80%
Return on turnover
The Strategic report was approved by order of the Board on 24th July 2024
Ms E Bendell
Director
Page 2
Blue Bella Limited
Director's Report
For the year ended 31 December 2023
The directors present their annual report and financial statements for the year ended 31 December 2023.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were
as follows:
Miss E Bendell
Professor A Bendell
Mrs J Mudge
Mr C Inman
Ms E Pascoe
Mr R Sims
Ms T Lewis
Financial risk management
The group's activities expose it to a number of financial risks including foreign exchange risk, credit risk, and
liquidity risk.
Liquidity risk
The group uses invoice financing through its bankers and this helps to smooth the effect of trading on cash flow with its largest wholesale customers, who have long payment terms. The group also put in place a government back CBIL loan in 2020, which provides a comfortable cash headroom. The Directors monitor cash on a monthly basis and review projections for the current year and beyond to ensure the business has the funds to deliver on its strategic objectives.
Currency risk
Foreign currency risk could materially impact costs. The majority of goods are sourced in US Dollars and revenue streams are predominantly in US Dollars, Sterling and Euros. Dollar revenues provide a natural hedge for garment purchases and sterling revenues for costs in the UK. The group generates a surplus of euros and manages this exposure by converting to Sterling regularly through the year.
Credit risk
Credit risk primarily arises from the group wholesale customers. To mitigate this risk, the group conducts thorough credit analyses on new customers and diligently follows up on outstanding payments. This ensures timely collections and minimizes potential defaults.
Future developments
The Directors believe that the brand is in a strong position to deliver its long-term plan for growth. Ecommerce sales are anticipated to become a greater share of total turnover and this will give greater economies of scale and stability for future profitable trading.
Wholesale will continue to be an important route to market but the group is reducing its reliance on and exposure to a few large whole customers.
Whilst there is a need to remain cautious about markets closer to home, the investment being made in new technology and processes will ensure the business is well placed to continue to grow sales profitably.
Directors' Insurance
The group maintains appropriate insurance cover for all directors and officers against liabilities arising from the execution of their duties. This insurance provides indemnity, to the extent permitted by law, for any claims brought against directors and officers during the financial year, including any associated legal costs. The insurance policy ensures that directors and officers are protected against personal losses that may arise from any claims or legal actions connected to their role within the group. No claims were made in the year.
Page 3
Blue Bella Limited
Directors' Report (Continued)
For the year ended 31 December 2023
Auditor
Moore Kingston Smith LLP were appointed auditor to the group
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
·
select suitable accounting policies and then apply them consistently;
·
make judgements and accounting estimates that are reasonable and prudent;
·
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
·
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's transactions and disclose with reasonable accuracy at any time the financial position of the group 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 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 group's auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the group's auditor is aware of that information.
The Directors report was approved by order of the Board on 24 July 2024
Ms E Bendell
Director
Page 4
Blue Bella Limited
Independent Auditor's Report
To the members of Blue Bella Limited
Opinion
We have audited the financial statements of Blue Bella Limited (the parent 'company') and its subsidiaries (the ‘group') for the year ended 31 December 2023 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Company Statement of Changes in Equity , the Group 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
·
give a true and fair view of the state of the group's and parent company affairs as at 31 December 2023 and of the group's loss for the year then ended;
·
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
·
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs(UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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.
Page 5
Blue Bella Limited
Independent Auditor's Report (Continued)
To the Members of Blue Bella Limited
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 the audit:true
·
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
·
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 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.
Page 6
Blue Bella Limited
Independent Auditor's Report (Continued)
To the Members of Blue Bella Limited
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 group or 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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
·
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company's internal control.
·
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
·
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the group or parent company to cease to continue as a going concern.
·
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
·
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 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.
Page 7
Blue Bella Limited
Independent Auditor's Report (Continued)
To the Members of Blue Bella Limited
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
·
We obtained an understanding of the legal and regulatory requirements applicable to the group and parent company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
·
We obtained an understanding of how the group and parent company complies with these requirements by discussions with management and those charged with governance.
·
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
·
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
·
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 by, for example, forgery or intentional misrepresentations, or through collusion.
Use of our report
This report is made solely to the group and parent 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 group and parent 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 group and parent company and the group's and parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Date 30 August 2024
Amanda Settle
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
Chartered Accountants
Betchworth House
Statutory Auditor
57-65 Station Road
Redhill
Surrey
RH1 1DL
Page 8
Blue Bella Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2023
Group
Notes
2022
2023
£
£
14,071,182
14,784,444
3
Turnover
(7,737,245)
(8,692,377)
Cost of Sales
6,333,937
6,092,067
Gross profit
(6,494,972)
(5,889,200)
Administrative expenses
(161,035)
202,867
4
Operating (loss)/profit
8
27,853
1,887
Interest receivable and similar
income
Interest payable and similar
9
(83,681)
(48,714)
expenses
(216,863)
156,040
(Loss)/profit before taxation
10
-
40,488
Tax on (loss) / profit
196,528
(216,863)
(Loss)/profit for the financial year
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Page 09
Blue Bella Limited
Group Balance Sheet
As at 31 December 2023
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
123,304
50,638
Tangible assets
12
36,165
31,361
159,469
81,999
Current assets
Stocks
14
2,669,878
3,597,663
Debtors
15
986,031
1,731,176
Cash at bank and in hand
3,161,545
2,604,606
6,817,454
7,933,445
Creditors: amounts falling due within one year
16
(2,159,017)
(2,700,737)
Net current assets
4,658,437
5,232,708
Total assets less current liabilities
4,817,906
5,314,707
Creditors: amounts falling due after more than one year
17
(536,667)
(816,667)
Net assets
4,281,239
4,498,040
Capital and reserves
Called up share capital
20
619
557
Share premium account
3,245,225
3,245,225
Profit and loss reserves
1,035,395
1,252,258
Total equity
4,281,239
4,498,040
The financial statements were approved by the board of directors and authorised for issue on 24th July 2024 and are signed on its behalf by:
Ms E Bendell
Director
Company Registration No: 05566892
Page 10
Blue Bella Limited
Company Balance Sheet
As at 31 December 2023
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
123,304
50,638
Tangible assets
12
36,165
31,361
Investments
13
1
1
159,470
82,000
Current assets
Stocks
14
2,669,878
3,597,663
Debtors
15
1,332,038
1,885,548
Cash at bank and in hand
2,803,875
2,596,237
6,805,791
8,079,448
Creditors: amounts falling due within one year
16
(2,148,427)
(2,841,961)
Net current assets
4,657,364
5,237,487
Total assets less current liabilities
4,816,834
5,319,487
Creditors: amounts falling due after more than one year
17
(536,667)
(816,667)
Net assets
4,280,167
4,502,820
Capital and reserves
Called up share capital
20
619
557
Share premium account
3,245,225
3,245,225
Profit and loss reserves
1,034,323
1,257,038
Total equity
4,280,167
4,502,820
As permitted by S408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's loss for the year was £222,715 (2022: profit of £197,336).
These financial statements were approved by the board of directors and authorised for issue on 24 July 2024 and are signed on its behalf by:
Ms E Bendell
Director
Company Registration No: 05566892
Page 11
Blue Bella Limited
Group Statement of Changes in Equity For the year ended 31 December 2023
Share
Share
Profit and
Total
capital
premium
loss reserves
account
£
£
£
£
557
3,245,225
1,055,730
4,301,512
Balance at 1 January 2022
Year ended 31 December 2022
-
-
196,528
196,528
Profit and total comprehensive income for the year
557
3,245,225
1,252,258
4,498,040
Balance at 31 December 2022
Year ended 31 December 2023
62
-
-
62
Additional Share Capital - EBT
-
-
(216,863)
(216,863)
Profit and total comprehensive income for the year
619
3,245,225
1,035,395
4,281,239
Balance at 31 December 2023
Page 12
Blue Bella Limited
Company Statement of Changes in Equity
For the year ended 31 December 2023
Company
Share
Profit and
Total
Share
premium
loss
capital
account
reserves
£
£
£
£
557
3,245,225
1,059,702
4,305,484
Balance at 1 January 2022
Year ended 31 December 2022
-
-
197,336
197,336
Profit and total comprehensive income for the year
557
3,245,225
1,257,038
4,502,820
Balance at 31 December 2022
Year ended 31 December 2023
62
-
-
62
Issue of share capital
-
-
(222,715)
(222,715)
Loss and total comprehensive income for the year
619
3,245,225
1,034,323
4,280,167
Balance at 31 December 2023
Page 13
Blue Bella Limited
Group Statement of Cash Flows
For the year ended 31 December 2023
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
1,021,739
(685,100)
23
Cash absorbed by operations
(83,681)
(48,714)
Interest paid
(27,792)
9,354
Income taxes refunded/(paid)
910,266
(724,460)
Net cash used in investing activities
Investing activities
(79,306)
(33,600)
Purchase of intangible assets
(21,874)
(18,101)
Purchase of tangible fixed assets
27,853
1,887
Interest Received
(73,327)
(49,814)
Net cash used in investing activities
Financing activities
24
(280,000)
(280,000)
Repayment of bank loans
(280,000)
(280,000)
Net cash used in financing activities
556,939
(1,054,274)
Net decrease in cash and cash equivalents
2,604,606
3,658,880
Cash and cash equivalents at beginning of year
3,161,545
2,604,606
Cash and cash equivalents at end of year
Page 14
Blue Bella Limited
Notes to the Financial Statements
For the year ended 31 December 2023
1
Accounting policies
Company information
Blue Bella Limited (“the company”) is a private company limited by shares incorporated in England and Wales.
The registered office is Brickfields, Unit 201, 37 Cremer Street, London, E2 8HD.
The group consists of Blue Bella Limited 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.
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.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
·
Section 4 ‘Statement of Financial Position': Reconciliation of the opening and closing number of shares;
·
Section 7 ‘Statement of Cash Flows': Presentation of a statement of cash flow and related notes and disclosures;true
·
Section 11 ‘Basic Financial Instruments' and Section 12 ‘Other Financial Instrument Issues': Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;true
·
Section 26 ‘Share based Payment': Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;true
·
Section 33 ‘Related Party Disclosures': Compensation for key management personnel.true
1.2
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Blue Bella Limited 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 31 December 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.
Page 15
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1.3 Going concern
At the time of approving the financial statements, the directors are confident that the company has adequate resources to successfully continue to operate for at least the next 12 months from the date of approval of the financial statements and for the foreseeable future beyond. Consequently, the company continues to adopt the going concern basis of accounting in preparing the financial statements.true
1.4 Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.5 Intangible fixed assets other than goodwill
Intangible assets are recognised at cost and are subsequently measured at cost less accumulated
amortisation and accumulated impairment losses.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Amortisation 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:
Intellectual property
Straight line over 10 years
Website and software development
Straight line over 5 years
Page 16
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
1.6 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:
Plant and machinery
33.3% on a straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7 Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and
any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.8 Stock
Stock is stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stock to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stock over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9 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.
1.10 Financial instruments
The company only has financial instruments classified as basic and measured at amortised cost. The company has no financial instruments that are classified as ‘other' or financial instruments measured at fair value.
1.11 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.
1.12 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Page 17
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
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 company'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 when the company has 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.
1.13 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those
costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the year in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15 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 leases asset are consumed.
1.16 Foreign exchange
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the Balance Sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.
Page 18
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
2
Judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Turnover and other revenue
An analysis of the group's turnover is as follows:
Turnover and other revenue
          Group
2023
2022
£
£
Turnover analysed by class of business
Sale of goods
14,071,182
14,784,444
Turnover analysed by geographical market
United Kingdom
3,711,243
5,114,109
Europe
3,137,230
2,831,813
Rest of the World
7,222,709
6,838,522
14,071,182
14,784,444
Other significant revenue
Interest income
27,853
1,887
Page 19
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
4
Operating profit
Group
2023
2022
£
£
Operating profit for the year is stated after charging:
Exchange differences apart from those arising on financial instruments
166,021
161,356
measured at fair value through profit or loss
Fees payable to the company's auditor for the audit of the company's
34,154
43,550
financial statements
Depreciation of owned tangible fixed assets
17,070
9,366
Amortisation of intangible assets
6,640
17,046
Operating lease charges
143,430
96,529
5      Auditor's Remuneration
Group
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
34,154
43,550
6   Employees
The average monthly number of person (including directors) employed by the group and company during the year was 42 (2022: 39)
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
1,946,911
1,692,243
1,946,911
1,692,243
Social security costs
213,070
189,115
213,070
189,115
Pension costs
31,731
25,255
31,731
25,255
2,191,712
1,906,613
2,191,712
1,906,613
7
Director's Remuneration
2023
2022
£
£
Remuneration for qualifying services
319,702
289,578
Company pension contributions to defined contribution schemes
2,814
2,859
322,516
292,437
Page 20
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
7
2023
2022
£
£
Director's Remuneration
Remuneration disclosed above include the following amounts paid to the highest paid director:
165,750
158,400
Remuneration for qualifying services
1,321
1,321
Company pension contributions to defined contribution schemes
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
27,853
1,887
9
Interest payable and similar expenses
2023
2022
£
£
Interest payable
83,681
48,714
Other interest
10
Taxation
Company
2023
2022
£
£
Current tax
30,755
-
UK corporation tax on profits for the current period
Adjustments in respect of prior periods
(71,243)
-
Total current tax
(40,488)
-
Page 21
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
10
Taxation
(Continued)
2023
Company
2022
£
£
(222,714)
156,848
(Loss)/Profit before taxation
(52,384)
29,801
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52%
8,938
3,646
Tax effect of expenses that are not deductible in determining taxable profit
46,254
(1,634)
Change in unrecognised deferred tax assets
(2,737)
-
Remeasurement of deferred tax for changes in tax rates
-
(71,243)
Adjustments in respect of prior years
(71)
(1,058)
Permanent capital allowances in excess of depreciation
-
(40,488)
Taxation (credit)/charge for the year
11
Intangible fixed assets
Software
Total
Intellectual
property
£
£
£
Group and Company
Cost
77,789
110,931
188,720
At 1 January 2023
44,073
35,233
79,306
Additions - Separately acquired
-
-
-
Disposals
121,862
146,164
268,026
At 31 December 2023
Amortisation and Impairment
74,915
63,167
138,082
At 1 January 2023
181
6,459
6,640
Amortisation charged for the year
-
-
-
Disposals
75,096
69,626
144,722
At 31 December 2023
Carrying amount
46,766
76,538
123,304
At 31 December 2023
2,874
47,764
50,638
At 31 December 2022
Page 22
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
12
Plant and
Tangible fixed assets
machinery
Group and Company
£
Cost
94,716
At 1 January 2023
21,874
Additions
116,590
At 31 December 2023
Depreciation and impairment
63,355
At 1 January 2023
17,070
Depreciation charged in the year
80,425
At 31 December 2023
Carrying amount
36,165
At 31 December 2023
31,361
At 31 December 2022
13
Group
Company
Fixed asset investments
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
21
-
-
1
1
14 Stock
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
2,669,878
3,597,663
2,669,878
3,597,663
Page 23
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
15 Debtors
Group
Company
2022
2022
2023
2023
£
£
£
£
Amounts falling due within one year:
714,203
1,552,063
491,754
1,542,128
Trade debtors
-
-
568,405
11,390
Amounts owed by group undertakings
78,379
81,571
78,557
234,488
Other debtors
193,449
97,542
193,322
97,542
Prepayments and accrued income
986,031
1,731,176
1,332,038
1,885,548
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Amounts falling due within one year:
280,000
280,000
280,000
280,000
Loans and overdrafts
18
834,135
1,269,492
823,786
1,266,240
Trade creditors
55,592
55,592
(277)
(277)
Corporation tax
114,689
129,121
145,193
129,079
Other taxation and social security
227,928
135,325
227,928
135,406
Other creditors
702,542
831,207
671,797
975,644
Accruals and deferred income
2,159,017
2,700,737
2,148,427
2,841,961
17
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
18
536,667
816,667
536,667
816,667
Page 24
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
18
Loans and overdrafts
Group
Company 2023
2023
2022
2022
£
£
£
£
816,667
1,096,667
816,667
1,096,667
Bank loans
280,000
280,000
280,000
280,000
Payable within one year
536,667
816,667
536,667
816,667
Payable after one year
At the year end, Blue Bella Limited had long term debt in the form of a Barclays CBILS Loan. The total initial drawdown was for £1.4m and repayment of the loan will be completed in 60 equal monthly instalments of £23,333.33.
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
31,738
25,255
The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately those from of the group in an independently administered fund.
20
Share capital
2023
2022
2023
2022
Number
Number
£
£
Ordinary share capital
Issued and fully paid
5,434,960
4,818,200
544
482
5,434,960 Ordinary shares of 0.01p each
47
47
470,934
470,934
470,934 Ordinary A shares of 0.01p each
5
5
53,800
53,800
53,800 Ordinary B shares of 0.01p each
230,900
230,900
23
23
230,900 Investment B shares of 0.01p each
619
557
6,190,594
5,573,834
Page 25
Blue Bella Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
21 Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Company
Registered
Class of shares
Name of undertaking
office address
held
% Held Direct
Zekeringstraat
17 A, 1014BM
Amsterdam
Netherlands
Bluebella EU B.V.
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Capital and
Name of undertaking
Reserves
Profit/(Loss)
Bluebella EU B.V.
1,072
5,851
22
Related party transactions
The company has taken advantage of the exemption available under FRS102 to not disclose transactions with othertrue
wholly owned group companies.
During the year the group was charged fees of £31,457 (2022: £31,128) by E Pascoe, a company director in respect of consultancy services.
At the year end, there was a creditor due to E Pascoe of £1,440 (2022: £2,618). This was in respect of consultancy services.
23 Cash absorbed by operations
2023
2022
£
£
196,528
(216,862)
(Loss)/profit for the year after tax
Adjustments for:
-
(40,488)
Taxation (credit)/charged
83,681
48,714
Finance costs
-
-
Investment income
6,640
17,047
Amortisation and impairment of intangible assets
17,070
9,366
Depreciation and impairment of tangible fixed assets
Movements in working capital:
927,785
394,427
Decrease/(increase) in stock
745,145
(294,780)
Decrease/(increase) in debtors
(541,720)
(1,015,914)
Decrease in creditors
1,021,739
(685,100)
Page 26
Blue Bella Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 December 2023
24
Analysis of changes in net funds
1 January 2023
Cash Flows
31 December 2023
£
£
£
2,604,607
556,938
3,161,545
Cash at bank and in hand
2,604,607
556,938
3,161,545
(1,096,667)
280,000
(816,667)
Borrowings
excluding overdrafts
1,507,940
836,938
2,344,878
25
Operating Lease Commitments
At the reporting date the group and the company had an outstanding commitments for minimum lease payments under
non-cancellable operating leases, as below:
2023
2022
£
£
Within one year
73,500
-
Page 27
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