REGISTERED NUMBER: 07387175 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
FIZZ CREATIONS LIMITED |
REGISTERED NUMBER: 07387175 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
FIZZ CREATIONS LIMITED |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Statement of Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 16 |
FIZZ CREATIONS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
The Old Casino |
28 Fourth Avenue |
Hove |
East Sussex |
BN3 2PJ |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The directors present their strategic report of the company and the group for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
Fizz Creations Limited is a company which designs, develops and manufactures gift items for retailers worldwide. |
The company strategy is to continue to build a global gift business through increasing the ranges produced and expanding the geographical research. |
The company strategy is focused on quality licences coupled with innovation and integrating these together to produce sector leading products and ranges. |
PERFORMANCE |
The Business now operates as a group of companies incorporating: Fizz Creations Ltd, Fizz Creations Inc (USA) and Fizz Creations GmbH. (EU) The reason for this is to enable us to have better access to local markets and be able to support our customers in these territories in a more dynamic and progressive manner. Gearing up and restructuring for this growth and expansion, coupled with the challenges in the UK domestic market with the loss of some major high street retailers in the last 24 months has meant that the business has shown a loss for this year. |
Post the year end the Group has already seen a positive response to the investment and restructuring made in 2023. The focus on the both the EU and USA export markets has shown positive returns and the Group is expecting to meet forecast sales and profit returns for 2024. |
The key performance indicators reviewed by the directors are |
2023 | 2022 |
Turnover | £15,906,393 | £14,682,116 |
Gross profit | 33.4% | 34.7% |
Net Profit after tax | (3.8% | ) | 0.04% |
FUTURE DEVELOPMENTS |
The Group will focus on its export expansion and continue to develop products in line with its international marketing strategy of licensed products and ranges. The domestic UK market will also see the benefit of these products and developments over the next twelve to twenty four months. |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The company's principal risks are assessed as : |
* the loss of a major trading relationships |
* a product safety issue |
* fluctuations in foreign exchange rates |
* shipping and container delivery issues and costs |
The company continues to develop closer and longer term relationships with customers and suppliers. The senior management team invest time in ensuring that regular communication is maintained, that we have deep understanding of customers requirements and deadlines, to mitigate the risk of a loss of any relationships. |
The company has invested heavily into regulatory compliance and has reinforced the Quality Assurance team in the UK and Hong Kong/China. |
The international operations of the business result in a potential for currency exposures to develop. Such risks are monitored regularly and mitigated where possible. The growth in sales of product in USD has meant a natural hedging and aided the mitigation. |
The company is also dedicated to environmental improvements and has a programme for becoming more environmentally friendly, carbon efficient and supports sustainable packaging and product solutions wherever possible. |
ON BEHALF OF THE BOARD: |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of wholesale of toys and novelty items. |
DIVIDENDS |
No interim dividends were paid during the year ended 31 December 2023. |
The directors recommend final dividends per share as follows: |
Ordinary A £0.0001 shares | 11.57p |
Ordinary B £0.0001 shares | 32.8p |
The total distribution of dividends for the year ended 31 December 2023 will be £ 393,600 . |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
AUDITORS |
The auditors, Galloways Accounting (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FIZZ CREATIONS LIMITED |
Opinion |
We have audited the financial statements of Fizz Creations Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FIZZ CREATIONS LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Auditors' 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 a Report of the Auditors 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: |
Based on our understanding of the company and industry, we considered the risk of non-compliance with laws and regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as Companies Act 2006 and FRS 102. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that principal risks were related to revenue recognition, under-provision of accruals and estimation of provisions. Audit procedures performed included: |
- Enquiring of management whether there were instances of non-compliance with laws and regulation or fraud; |
- Review of legal expenses for evidence of fees relating to non-compliance; |
- Challenging assumptions and judgements made by management in determining significant accounting estimates; |
- Reviewing journal entries for unusual accounting estimates; |
- Substantive procedures to test that sales occurred and were recognised as revenue in the financial statements in the correct period; and |
- Substantive procedures to test that accrued expenses recognised were complete. |
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. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FIZZ CREATIONS LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditors |
The Old Casino |
28 Fourth Avenue |
Hove |
East Sussex |
BN3 2PJ |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
Notes | £ | £ |
TURNOVER | 2 | 15,906,393 | 14,682,116 |
Cost of sales | 10,601,183 | 9,590,704 |
GROSS PROFIT | 5,305,210 | 5,091,412 |
Administrative expenses | 5,785,088 | 5,014,851 |
(479,878 | ) | 76,561 |
Other operating income | 17,999 | 10,975 |
OPERATING (LOSS)/PROFIT | 4 | (461,879 | ) | 87,536 |
Interest receivable and similar income | 708 | 236 |
(461,171 | ) | 87,772 |
Interest payable and similar expenses | 5 | 72,694 | 51,969 |
(LOSS)/PROFIT BEFORE TAXATION | (533,865 | ) | 35,803 |
Tax on (loss)/profit | 6 | 69,032 | 30,047 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(602,897 |
) |
5,756 |
(Loss)/profit attributable to: |
Owners of the parent | (602,897 | ) | 5,756 |
Total comprehensive income attributable to: |
Owners of the parent | (602,897 | ) | 5,756 |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
CONSOLIDATED BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2022 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 11 | 54,045 | 83,625 |
Investments | 12 | - | - |
54,045 | 83,625 |
CURRENT ASSETS |
Stocks | 13 | 1,863,160 | 2,208,930 |
Debtors | 14 | 3,340,976 | 3,300,096 |
Cash at bank and in hand | 329,326 | 358,103 |
5,533,462 | 5,867,129 |
CREDITORS |
Amounts falling due within one year | 15 | 2,673,886 | 1,833,803 |
NET CURRENT ASSETS | 2,859,576 | 4,033,326 |
TOTAL ASSETS LESS CURRENT LIABILITIES | 2,913,621 | 4,116,951 |
CREDITORS |
Amounts falling due after more than one year | 16 | (400,000 | ) | (600,000 | ) |
PROVISIONS FOR LIABILITIES | 20 | (13,510 | ) | (20,343 | ) |
NET ASSETS | 2,500,111 | 3,496,608 |
CAPITAL AND RESERVES |
Called up share capital | 21 | 285 | 285 |
Capital redemption reserve | 15 | 15 |
Retained earnings | 2,499,811 | 3,496,308 |
SHAREHOLDERS' FUNDS | 2,500,111 | 3,496,608 |
The financial statements were approved by the Board of Directors and authorised for issue on 11 September 2024 and were signed on its behalf by: |
D F Boon - Director |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
COMPANY BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2022 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Stocks | 13 |
Debtors | 14 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 16 | ( |
) | ( |
) |
PROVISIONS FOR LIABILITIES | 20 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Capital redemption reserve |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's (loss)/profit for the financial year | (813,663 | ) | 125,652 |
The financial statements were approved by the Board of Directors and authorised for issue on |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up | Capital |
share | Retained | redemption | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 February 2022 | 285 | 3,848,852 | 15 | 3,849,152 |
Changes in equity |
Dividends | - | (358,300 | ) | - | (358,300 | ) |
Total comprehensive income | - | 5,756 | - | 5,756 |
Balance at 31 December 2022 | 285 | 3,496,308 | 15 | 3,496,608 |
Changes in equity |
Dividends | - | (393,600 | ) | - | (393,600 | ) |
Total comprehensive income | - | (602,897 | ) | - | (602,897 | ) |
Balance at 31 December 2023 | 285 | 2,499,811 | 15 | 2,500,111 |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up | Capital |
share | Retained | redemption | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 February 2022 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 861,541 | 1,585,317 |
Tax paid | (45,222 | ) | (159,859 | ) |
Net cash from operating activities | 816,319 | 1,425,458 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (12,409 | ) | (17,922 | ) |
Sale of tangible fixed assets | 2,616 | - |
Interest received | 708 | 236 |
Net cash from investing activities | (9,085 | ) | (17,686 | ) |
Cash flows from financing activities |
Loan repayments in year | (200,000 | ) | (1,087,604 | ) |
Factoring liability | (169,717 | ) | (337,070 | ) |
Interest paid | (72,694 | ) | (51,969 | ) |
Equity dividends paid | (393,600 | ) | (358,300 | ) |
Net cash from financing activities | (836,011 | ) | (1,834,943 | ) |
Decrease in cash and cash equivalents | (28,777 | ) | (427,171 | ) |
Cash and cash equivalents at beginning of year |
2 |
358,103 |
785,274 |
Cash and cash equivalents at end of year | 2 | 329,326 | 358,103 |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
(Loss)/profit before taxation | (533,865 | ) | 35,803 |
Depreciation charges | 41,989 | 27,732 |
(Profit)/loss on disposal of fixed assets | (2,616 | ) | 10,053 |
Finance costs | 72,694 | 51,969 |
Finance income | (708 | ) | (236 | ) |
(422,506 | ) | 125,321 |
Decrease/(increase) in stocks | 345,770 | (665,308 | ) |
(Increase)/decrease in trade and other debtors | (105,664 | ) | 1,967,372 |
Increase in trade and other creditors | 1,043,941 | 157,932 |
Cash generated from operations | 861,541 | 1,585,317 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2023 |
31.12.23 | 1.1.23 |
£ | £ |
Cash and cash equivalents | 329,326 | 358,103 |
Period ended 31 December 2022 |
31.12.22 | 1.2.22 |
as restated |
£ | £ |
Cash and cash equivalents | 358,103 | 888,288 |
Bank overdrafts | - | (103,014 | ) |
358,103 | 785,274 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.1.23 | Cash flow | At 31.12.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 358,103 | (28,777 | ) | 329,326 |
358,103 | (28,777 | ) | 329,326 |
Debt |
Debts falling due within 1 year | (200,000 | ) | - | (200,000 | ) |
Debts falling due after 1 year | (600,000 | ) | 200,000 | (400,000 | ) |
(800,000 | ) | 200,000 | (600,000 | ) |
Total | (441,897 | ) | 171,223 | (270,674 | ) |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
The financial statements are presented in Sterling (£) and rounded to the nearest £1. The individual financial statements of each Group entity are prepared in the currency of the primary economic environment in which the entity operates (its functional currency). These financial statements are then translated into the Group’s presentation currency for consolidation purposes. |
Statutory information |
Fizz Creations Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information Page. |
Going Concern |
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
Basis of consolidation |
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Group (its subsidiaries). Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. |
The results of subsidiaries acquired or disposed of during the year are included in total comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate using accounting policies consistent with these of the parent. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. |
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated from their functional currency to Sterling using the closing exchange rate. Income and expenses are translated using the average rate for the period. Exchange differences arising on the translation of group companies are recognised in other comprehensive income. If the Group disposes of the foreign operation the cumulative exchange difference is not reclassified to profit or loss but is transferred within equity to retained earnings. |
Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements. |
Significant judgements and estimates |
Preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. |
Turnover |
Turnover represents sales of goods and services net of VAT and trade discounts. |
Turnover in respect of goods is recognised when the goods are despatched from the warehouse to the customer. |
Turnover is respect of services is recognised in the period in which the services are provided in accordance with the stage of completion. |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Computer equipment | - |
Tangible fixed assets are originally stated at cost, and depreciated over their estimated useful economic lives less any residual value. |
Stocks |
Stocks are valued at the lower of cost and net realisable value. Cost includes all costs of purchase, costs of conversion and other costs in bringing the stock to it's present location and condition. Cost is calculated using an average basis. Provision is made for damaged, obsolete and slow-moving stock where appropriate. Impairment losses are recognised and reversed into the profit and loss. |
Financial instruments |
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. |
Recognition of financial instruments - Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounts at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost less any impairment. |
De-recognition of financial instruments - financial instruments are de-recognised only when the contractual rights to the cash flows from the instrument expire, are settled, or transferred. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | ACCOUNTING POLICIES - continued |
Borrowing costs (loans and finance leases) |
All borrowing costs are recognised within interest payable and similar expenses in profit or loss in the period in which they are incurred. These costs include interest expense calculated using the effective interest method and finance charges in respect of finance leases. |
Other interest receivable and similar income |
Interest income is recognised in profit or loss using the effective interest method. |
Sales invoice discount advances policy |
The company has a recourse sales invoice discounting agreement in place. The discounter has been assigned certain book trade debts, in return for a credit facility to the company. The discounter has the right to require the company to repurchase unpaid debts and therefore the company has retained the significant benefits and risks relating to the debts. The amortised cost of the credit facility is recognised in liabilities. All charges and interest payable are charged to the profit and loss account. |
2. | TURNOVER |
The turnover and loss (2022 - profit) before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
United Kingdom | 8,401,875 | 10,609,326 |
Europe | 2,924,428 | 2,449,558 |
Rest of World | 4,580,090 | 1,623,232 |
15,906,393 | 14,682,116 |
3. | EMPLOYEES AND DIRECTORS |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Wages and salaries | 2,072,050 | 1,910,963 |
Social security costs | 199,572 | 179,931 |
Other pension costs | 59,753 | 43,687 |
2,331,375 | 2,134,581 |
The average number of employees during the year was as follows: |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
General staff |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
3. | EMPLOYEES AND DIRECTORS - continued |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Directors' remuneration | 51,731 | 32,395 |
4. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging/(crediting): |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Other operating leases | 475,472 | 409,093 |
Depreciation - owned assets | 41,989 | 27,731 |
(Profit)/loss on disposal of fixed assets | (2,616 | ) | 10,053 |
Auditors' remuneration | 14,000 | 12,000 |
Foreign exchange differences | 68,442 | 80,347 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Bank interest | 72,694 | 51,969 |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Current tax: |
UK corporation tax | - | 34,901 |
Prior year tax | 75,865 | - |
Total current tax | 75,865 | 34,901 |
Deferred tax | (6,833 | ) | (4,854 | ) |
Tax on (loss)/profit | 69,032 | 30,047 |
UK corporation tax has been charged at 25 % . |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
6. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
(Loss)/profit before tax | (533,865 | ) | 35,803 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2022 - 19 %) |
(133,466 |
) |
6,803 |
Effects of: |
Expenses not deductible for tax purposes | 79,550 | 3,540 |
Deferred tax asset not recognised on tax losses | 203,856 | (3,076 | ) |
Difference in overseas tax rates | (79,581 | ) | 23,153 |
Consolidation adjustments | (1,327 | ) | (373 | ) |
Total tax charge | 69,032 | 30,047 |
7. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
8. | DIVIDENDS |
Period |
1.2.22 |
Year Ended | to |
31.12.23 | 31.12.22 |
as restated |
£ | £ |
Ordinary A shares of £0.0001 each |
Final | 295,200 | 268,100 |
Ordinary B shares of £0.0001 each |
Final | 98,400 | 90,200 |
393,600 | 358,300 |
9. | PRIOR YEAR ADJUSTMENT |
The financial statements include prior year reclassifications and adjustments to the consolidated balance sheet and consolidated statement of comprehensive income comprising of: |
- A reclassification of the factoring account credit balance totalling £472,063 from debtors to creditors in the balance sheet. |
- An adjustment for goods in transit totalling £173,634, increasing stock and accruals in the consolidated balance sheet, and purchases and closing stock in the consolidated statement of comprehensive income. |
There have been no changes to the net position or profit after tax. |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
10. | CHANGE IN REPORTING PERIOD |
The comparative amounts presented in the financial statement (including related notes) are not entirely comparable with the current period amounts. The current period is 12 months, and the comparative period is 11 months. The accounting reference date was changed to align the company's year end with that of the wider group companies. |
11. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
to | Plant and | and | Computer |
property | machinery | fittings | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 | 22,485 | 192,296 | 42,972 | 199,451 | 457,204 |
Additions | 9,575 | 2,834 | - | - | 12,409 |
Disposals | - | - | - | (20,500 | ) | (20,500 | ) |
At 31 December 2023 | 32,060 | 195,130 | 42,972 | 178,951 | 449,113 |
DEPRECIATION |
At 1 January 2023 | 3,576 | 148,220 | 30,288 | 191,495 | 373,579 |
Charge for year | 19,867 | 11,667 | 3,170 | 7,285 | 41,989 |
Eliminated on disposal | - | - | - | (20,500 | ) | (20,500 | ) |
At 31 December 2023 | 23,443 | 159,887 | 33,458 | 178,280 | 395,068 |
NET BOOK VALUE |
At 31 December 2023 | 8,617 | 35,243 | 9,514 | 671 | 54,045 |
At 31 December 2022 | 18,909 | 44,076 | 12,684 | 7,956 | 83,625 |
Company |
Improvements | Fixtures |
to | Plant and | and | Computer |
property | machinery | fittings | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
12. | FIXED ASSET INVESTMENTS |
Company |
Investment |
in group |
undertaking |
£ |
COST OR VALUATION |
At 1 January 2023 |
Revaluations | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Cost or valuation at 31 December 2023 is represented by: |
Investment |
in group |
undertaking |
£ |
Cost | 22,528 |
The company's investments at the Balance Sheet date in the share capital of group undertakings which comprise the following: |
Fizz Creations GMBH |
Stadweide 17, Emmerich, 46446, Germany |
Nature of business: Wholesale of toys and novelty items |
25,000 shares - 100% holding |
Fizz Creations Inc |
120 Resource Avenue, Mtn, Lake Park, MD, 21550, USA |
Nature of business: Wholesale of toys and novelty items |
1,000 shares of Common Stock - 100% holding |
13. | STOCKS |
Group | Company |
2023 | 2022 | 2023 | 2022 |
as restated | as restated |
£ | £ | £ | £ |
Stocks | 1,863,160 | 2,208,930 |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
as restated | as restated |
£ | £ | £ | £ |
Trade debtors | 2,269,079 | 2,536,409 |
Amounts owed by associates | 95,469 | 178,029 |
Other debtors | 460,030 | 239,246 |
Tax | - | 64,784 |
Prepayments | 516,398 | 281,628 |
3,340,976 | 3,300,096 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
as restated | as restated |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 17) | 200,000 | 200,000 |
Trade creditors | 666,239 | 239,724 |
Tax | 534 | 34,675 |
Social security and other taxes | 45,387 | 50,073 |
Factoring account | 302,346 | 472,063 | 302,346 | 472,063 |
VAT | 213,955 | 45,177 | 218,892 | 45,177 |
Other creditors | 97,520 | 97,112 |
Accrued expenses | 1,147,905 | 694,979 |
2,673,886 | 1,833,803 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
as restated | as restated |
£ | £ | £ | £ |
Bank loans (see note 17) | 400,000 | 600,000 |
17. | LOANS |
The company has a CBIL loan in place that is due for repayment by the 27 July 2026, this being repaid by an amount of £100,000 annually interest is being charged at 7.49%. |
The company has a second CBIL loan in place that is due for repayment by the 21 May 2027, this being repaid by an amount of £100,000 annually interest is being charged at 7.49%. |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Company |
Non-cancellable operating | leases |
2023 | 2022 |
as restated |
£ | £ |
Within one year |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
19. | SECURED DEBTS |
Included within creditors are loans of £600,000 (2022: £800,000) and factoring account of £302,346 (2022: £472,063), these are secured against the assets of Fizz Creations Limited, and related companies Metrocity Consultants Limited, Benfield Investments Limited, Shopoco Limited, Bright White International Limited, Bright White Trading HK Limited, Fizz Creations GMBH and Fizz Creations Inc. |
There is a floating charge and fixed charge from Lloyds Bank PLC over all the property and undertakings of the company. Within this is a negative pledge stating that the company cannot create any security interest on the charged assets, dispose of any charged assets by way of a fixed charge, dispose of an asset by way of a floating charge other then for market value in the ordinary course of business. |
Close Brothers Limited have a fixed charge on the company's debts, present and future and a floating charge on all the property or undertaking of the company. |
20. | PROVISIONS FOR LIABILITIES |
Group | Company |
2023 | 2022 | 2023 | 2022 |
as restated | as restated |
£ | £ | £ | £ |
Deferred tax | 13,510 | 20,343 | 13,510 | 20,343 |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2023 | 20,343 |
Provided during year | (6,833 | ) |
Balance at 31 December 2023 | 13,510 |
Company |
Deferred |
tax |
£ |
Balance at 1 January 2023 |
Provided during year | ( |
) |
Balance at 31 December 2023 |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | as restated |
£ | £ |
Ordinary A | £0.0001 | 255 | 255 |
Ordinary B | £0.0001 | 30 | 30 |
285 | 285 |
FIZZ CREATIONS LIMITED (REGISTERED NUMBER: 07387175) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
22. | RELATED PARTY DISCLOSURES |
Shopoco Limited |
A company controlled by the directors. |
During the year ended 31 December 2023, the Fizz Creations Group made sales totalling £673,949 (2022: £350,260) to Shopoco. As at 31 December 2023 Shopoco Limited owed the group £95,469 (2022: £178,029). |
Bright White International Limited |
A company controlled by the directors. |
During the year ended 31 December 2023, the Fizz Creations Group paid £91,335 (2022: £0) in respect of management fees to Bright White International Limited. |
Bright White Trading HK Limited |
A company controlled by the director L Boon. |
During the year ended 31 December 2023, the Fizz Creations Group paid £812,932 (2022: £946,672) in respect of management fees, made other purchases totalling £7,845 (2022: £0), and made sales totalling £11,691 (2022: £0) to Bright White Trading HK Limited. |
Metrocity Consultants Limited |
A company controlled by the directors. |
During the year ended 31 December 2023, Fizz Creations paid £338,200 (2022: £338,200) to Metrocity Consultants Limited in respect of rent and insurance for it's primary trading premises. |
23. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is L Boon, D Boon and P Boon. |
This was by virtue of their 90% holding of the issued share capital. |