REGISTERED NUMBER: 09938132 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
for |
Brand Partnership Group Ltd |
REGISTERED NUMBER: 09938132 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
for |
Brand Partnership Group Ltd |
Brand Partnership Group Ltd (Registered number: 09938132) |
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 Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 14 |
Consolidated Statement of Changes in Equity | 15 |
Company Statement of Changes in Equity | 17 |
Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Cash Flow Statement | 19 |
Notes to the Consolidated Financial Statements | 21 |
Brand Partnership Group Ltd |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Wren House |
68 London Road |
St Albans |
Hertfordshire |
AL1 1NG |
Brand Partnership Group Ltd (Registered number: 09938132) |
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. |
Brand Partnership Group Ltd encompasses a range of products across our four companies to provide marketing solutions to consumer brands and retailers aimed at providing solutions to accelerate sales, brand awareness and brand loyalty. |
REVIEW OF BUSINESS |
In 2023 Brand Partnership Group continued to maintain its core businesses alongside investing in the development of acquired additions to the group. |
During 2023 the group companies' revenue remained broadly consistent to 2022. Our core teams were operating in business-as-usual patterns. In addition, our offering to clients was developed into new services from prior years learning. Turnover decreased by 2.4% for the group to £28.7m (2022: £29.4m). With significant investment into developing service offering in 2023, Brand Partnership Group achieved a Pre-Tax profit of £0.9m (2022: £1.5m). |
Brand Partnership Group reviews the on-going performance of all group business using key performance indicators, measurement includes revenue, profit, employer of choice, retention, budget control, cost efficiency analysis and margin analysis. |
The Directors throughout 2023 monitored cash flow to ensure that projected financing needs linked to group development were supported by cash reserves. The Directors will continue to manage cash with great focus to ensure group company service delivery success. |
The Directors outlook for 2024 is to expand the group capabilities. Group revenue is expected to increase above 2023. |
Brand Partnership Group will continue to invest in its people, group operations and in the development of other service offerings, which create a wider breadth of services available to our client's. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks for all group companies include uncertainty surrounding their client's future business investment strategy. Other risks include operating in a highly competitive market environment. Speed of technology advancement and changing customer shopping habits requires group company focus to utilise these developments and make customer experience the key focus. To mitigate against these risks, Brand Partnership Group have continued investment into our award-winning teams and investment in technology to create the best outcomes for our clients. |
POLICIES |
Brand Partnership Group through group companies operate several employment related policies including equal opportunities policy, health and safety policy, dignity at work policy and family friendly policy. Having policies in place ensures that all employment related needs can be managed accordingly and effectively. |
Brand Partnership Group Ltd (Registered number: 09938132) |
Group Strategic Report |
for the Year Ended 31 December 2023 |
ENVIRONMENT & SOCIAL |
Brand Partnership Group is committed to help improve the environment by: |
-Continuously improving the environmental performance and to put best practice into the business operations. |
-Reduce the consumption of resources and improve the efficiency of those we use. |
-Reduce the carbon footprint of the business |
-Comply as a minimum with all relevant environmental legislation |
ON BEHALF OF THE BOARD: |
Brand Partnership Group Ltd (Registered number: 09938132) |
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 |
Brand Partnership Group encompasses a range of products across our four companies to provide marketing solutions to consumer brands and retailers aimed at providing solutions to accelerate sales, brand awareness and brand loyalty. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 December 2023 will be £ 67,941 . |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
POLITICAL DONATIONS AND EXPENDITURE |
There were no donations to political parties during the year (2022: NIL) |
Donations for UK charitable purposes in 2023 amounted to £1,363 (2022: £200 ). Payments are made to a wide range of charitable organisations in the UK. |
DISCLOSURE IN THE STRATEGIC REPORT |
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments and research & development. |
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. |
Brand Partnership Group Ltd (Registered number: 09938132) |
Report of the Directors |
for the Year Ended 31 December 2023 |
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. |
AUDITORS |
The auditors, Roy Pinnock & Co LLP, 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 |
Brand Partnership Group Ltd |
Opinion |
We have audited the financial statements of Brand Partnership Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other 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 profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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. |
Report of the Independent Auditors to the Members of |
Brand Partnership Group Ltd |
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. |
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. |
Report of the Independent Auditors to the Members of |
Brand Partnership Group Ltd |
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: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the business sector; |
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, and health and safety legislation; |
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
Identified laws and regulations were communicated within the audit team regularly and the team remained alert to look for instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
Performed analytical procedures to identify any unusual or unexpected relationships; |
Tested journal entries to identify unusual transactions; |
Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
Investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
agreeing financial statement disclosures to underlying supporting documentation; |
reading the minutes of meetings of those charged with governance; |
enquiring of management as to actual and potential litigation and claims; and |
Report of the Independent Auditors to the Members of |
Brand Partnership Group Ltd |
reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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. |
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 |
Wren House |
68 London Road |
St Albans |
Hertfordshire |
AL1 1NG |
Brand Partnership Group Ltd (Registered number: 09938132) |
Consolidated |
Income Statement |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
TURNOVER | 3 | 28,753,652 | 29,657,043 |
Cost of sales | 23,028,587 | 23,445,798 |
GROSS PROFIT | 5,725,065 | 6,211,245 |
Administrative expenses | 4,739,001 | 4,505,765 |
986,064 | 1,705,480 |
Gain/loss on revaluation of investments | 329,890 | - |
OPERATING PROFIT | 5 | 1,315,954 | 1,705,480 |
Interest receivable and similar income | 7,428 | 30 |
1,323,382 | 1,705,510 |
Interest payable and similar expenses | 6 | 385,649 | 250,449 |
PROFIT BEFORE TAXATION | 937,733 | 1,455,061 |
Tax on profit | 7 | 324,565 | 380,363 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 613,168 | 1,074,698 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Consolidated |
Other Comprehensive Income |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 613,168 | 1,074,698 |
OTHER COMPREHENSIVE INCOME |
Revaluation of fixed asset investments | - | (255,519 | ) |
Transfer of deficit to profit & loss | - | 107,858 |
Income tax relating to components of other comprehensive income |
- |
57,177 |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
- |
(90,484 |
) |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
613,168 |
984,214 |
Total comprehensive income attributable to: |
Owners of the parent | 613,168 | 984,214 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Consolidated Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 380,634 | 768,224 |
Tangible assets | 11 | 237,081 | 219,515 |
Investments | 12 | 4,766,775 | 3,236,880 |
5,384,490 | 4,224,619 |
CURRENT ASSETS |
Stocks | 13 | 139,923 | 64,492 |
Debtors | 14 | 3,818,998 | 4,558,429 |
Cash at bank and in hand | 2,268,293 | 3,750,808 |
6,227,214 | 8,373,729 |
CREDITORS |
Amounts falling due within one year | 15 | 7,977,712 | 4,176,346 |
NET CURRENT (LIABILITIES)/ASSETS | (1,750,498 | ) | 4,197,383 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
3,633,992 |
8,422,002 |
CREDITORS |
Amounts falling due after more than one year |
16 |
- |
(5,280,000 |
) |
PROVISIONS FOR LIABILITIES | 19 | (74,942 | ) | - |
NET ASSETS | 3,559,050 | 3,142,002 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Consolidated Balance Sheet - continued |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
CAPITAL AND RESERVES |
Called up share capital | 20 | 396 | 417 |
Capital redemption reserve | 21 | 21 | - |
Retained earnings | 21 | 3,575,145 | 3,141,585 |
SHAREHOLDERS' FUNDS | 3,575,562 | 3,142,002 |
NON-CONTROLLING INTERESTS | 22 | (16,512 | ) | - |
TOTAL EQUITY | 3,559,050 | 3,142,002 |
The financial statements were approved by the Board of Directors and authorised for issue on 16 August 2024 and were signed on its behalf by: |
A Leaver - Director |
Brand Partnership Group Ltd (Registered number: 09938132) |
Company Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 19 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Capital redemption reserve | 21 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 54,720 | 239,024 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Brand Partnership Group Ltd (Registered number: 09938132) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up | Capital |
share | Retained | redemption |
capital | earnings | reserve |
£ | £ | £ |
Balance at 1 January 2022 | 417 | 2,318,326 | - |
Changes in equity |
Dividends | - | (251,439 | ) | - |
Total comprehensive income | - | 1,074,698 | - |
Balance at 31 December 2022 | 417 | 3,141,585 | - |
Changes in equity |
Issue of share capital | (21 | ) | - | - |
Dividends | - | (67,941 | ) | - |
Total comprehensive income | - | 613,147 | 21 |
Purchase of own shares | - | (111,646 | ) | - |
396 | 3,575,145 | 21 |
Non-controlling interest arising on business combination |
- |
- |
- |
Balance at 31 December 2023 | 396 | 3,575,145 | 21 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Consolidated Statement of Changes in Equity - continued |
for the Year Ended 31 December 2023 |
Fair |
value | Non-controlling | Total |
reserve | Total | interests | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 | 90,484 | 2,409,227 | - | 2,409,227 |
Changes in equity |
Dividends | - | (251,439 | ) | - | (251,439 | ) |
Total comprehensive income | (90,484 | ) | 984,214 | - | 984,214 |
Balance at 31 December 2022 | - | 3,142,002 | - | 3,142,002 |
Changes in equity |
Issue of share capital | - | (21 | ) | - | (21 | ) |
Dividends | - | (67,941 | ) | - | (67,941 | ) |
Total comprehensive income | - | 613,168 | - | 613,168 |
Purchase of own shares | - | (111,646 | ) | - | (111,646 | ) |
- | 3,575,562 | - | 3,575,562 |
Non-controlling interest arising on business combination |
- |
- |
(16,512 |
) |
(16,512 |
) |
Balance at 31 December 2023 | - | 3,575,562 | (16,512 | ) | 3,559,050 |
Brand Partnership Group Ltd (Registered number: 09938132) |
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 January 2022 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Issue of share capital | ( |
) | - | - | ( |
) |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Purchase of own shares | - | (111,646 | ) | - | (111,646 | ) |
Balance at 31 December 2023 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 978,795 | 2,423,728 |
Interest paid | (385,649 | ) | (250,449 | ) |
Tax paid | (605,151 | ) | (377,997 | ) |
Net cash from operating activities | (12,005 | ) | 1,795,282 |
Cash flows from investing activities |
Purchase of intangible fixed assets | - | (29,526 | ) |
Purchase of tangible fixed assets | (81,818 | ) | (239,754 | ) |
Purchase of fixed asset investments | (1,200,005 | ) | (1,071,860 | ) |
Sale of tangible fixed assets | - | 6,540 |
Interest received | 7,428 | 30 |
Non Controlling Interests | (16,512 | ) | - |
Net cash from investing activities | (1,290,907 | ) | (1,334,570 | ) |
Cash flows from financing activities |
Share buyback | (111,662 | ) | - |
Equity dividends paid | (67,941 | ) | (251,439 | ) |
Net cash from financing activities | (179,603 | ) | (251,439 | ) |
(Decrease)/increase in cash and cash equivalents | (1,482,515 | ) | 209,273 |
Cash and cash equivalents at beginning of year |
2 |
3,750,792 |
3,541,519 |
Cash and cash equivalents at end of year |
2 |
2,268,277 |
3,750,792 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.23 | 31.12.22 |
£ | £ |
Profit before taxation | 937,733 | 1,455,061 |
Depreciation charges | 451,838 | 453,496 |
(Gain)/loss on revaluation of fixed assets | (329,890 | ) | 107,858 |
Finance costs | 385,649 | 250,449 |
Finance income | (7,428 | ) | (30 | ) |
1,437,902 | 2,266,834 |
Increase in stocks | (75,431 | ) | (10,181 | ) |
Decrease in trade and other debtors | 702,805 | 161,970 |
(Decrease)/increase in trade and other creditors | (1,086,481 | ) | 5,105 |
Cash generated from operations | 978,795 | 2,423,728 |
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 | 2,268,293 | 3,750,808 |
Bank overdrafts | (16 | ) | (16 | ) |
2,268,277 | 3,750,792 |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 3,750,808 | 3,541,519 |
Bank overdrafts | (16 | ) | - |
3,750,792 | 3,541,519 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2023 |
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 | 3,750,808 | (1,482,515 | ) | 2,268,293 |
Bank overdrafts | (16 | ) | - | (16 | ) |
3,750,792 | (1,482,515 | ) | 2,268,277 |
Debt |
Debts falling due within 1 year | - | (5,280,000 | ) | (5,280,000 | ) |
Debts falling due after 1 year | (5,280,000 | ) | 5,280,000 | - |
(5,280,000 | ) | - | (5,280,000 | ) |
Total | (1,529,208 | ) | (1,482,515 | ) | (3,011,723 | ) |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Brand Partnership Group Ltd is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The accompanying consolidated financial statements include the accounts of its wholly owned subsidiaries :Blue Square Marketing Ltd, Space Retail Group Limited, Engage Pulse , Creative Monster limited & Monster Holding Ltd |
Monster Holding Ltd was acquired during the year so only post aquisition trading has been included in the accounts. |
All significant intercompany transactions & balances have been eliminated from these accounts |
Significant judgements and estimates |
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
No judgements (apart from those involving estimates) have been made in the process of applying the above accounting policies. |
There are no key assumptions concerning the future and key sources of estimation of uncertainty at the reporting date that would have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
Revenue recognition |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Revenue recognition is based on actual costs incurred plus a management fee for that period in the provision of services. Blue Square operates sophisticated activity tracking reconciliations so that all revenue associated to a service can be captured in the period that it is incurred. |
Goodwill |
Goodwill , being the amount paid in connection with acquisition of businesses in 2019 & 2021 , is being amortised evenly over its estimated useful life of 5 years. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Computer equipment | - |
The need for any impairment of a fixed asset write-down is considered if there is concern over the carrying value of an asset and is assessed by comparing that carrying value against the value in use or realisable value of the asset when appropriate. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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 |
Functional and presentation currency |
The Company's functional and presentational currency is GBP. |
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. |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
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. |
Going concern |
The directors do not feel that the fact that current liabilities exceed current assets affect the ability for the company to continue as a going concern. |
The liability is a group debt that will not be payable until the company has the resources. |
Investments in listed funds |
The funds are revalued each year with the change in valuation nett of tax being transferred to the fair value reserve. |
Any deficit on the fair value reserve is transferred to the profit & loss account. |
As at 31st December 2022 there was a deficit on the valuation of listed investments. This is expected to reverse in the near future. |
Cash and cash equivalents |
Cash and cash equivalents 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. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
31.12.23 | 31.12.22 |
£ | £ |
Rendering of Services | 28,753,652 | 29,657,043 |
28,753,652 | 29,657,043 |
An analysis of turnover by geographical market is given below: |
31.12.23 | 31.12.22 |
£ | £ |
United Kingdom | 28,753,652 | 29,657,043 |
28,753,652 | 29,657,043 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
4. | EMPLOYEES AND DIRECTORS |
31.12.23 | 31.12.22 |
£ | £ |
Wages & Salaries | 16,241,983 | 16,758,187 |
Social Security Costs | 1,859,346 | 1,884,005 |
Pension Costs | 710,102 | 456,239 |
The average number of employees during the year was as follows: |
31.12.23 | 31.12.22 |
Field | 332 | 441 |
Head Office | 37 | 44 |
369 | 485 |
31.12.23 | 31.12.22 |
£ | £ |
Directors' remuneration | 323,661 | 106,175 |
Directors' pension contributions to money purchase schemes | 274,754 | 5,795 |
Information regarding the highest paid director for the year ended 31 December 2023 is as follows: |
31.12.23 |
£ |
Emoluments etc | 156,263 |
Pension contributions to money purchase schemes | 135,150 |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
31.12.23 | 31.12.22 |
£ | £ |
Other operating leases | 156,733 | 127,556 |
Depreciation - owned assets | 64,252 | 42,035 |
Goodwill amortisation | 382,721 | 382,718 |
Computer software amortisation | 4,869 | 28,743 |
Auditors' remuneration | 13,830 | 14,610 |
Taxation compliance services | 1,200 | 1,200 |
Vehicle Leases | 1,582,138 | 1,162,324 |
Other property operating leases | 220,000 | - |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.23 | 31.12.22 |
£ | £ |
Loan Interest | 375,379 | 245,052 |
HMRC Interest | 10,270 | 5,397 |
385,649 | 250,449 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31.12.23 | 31.12.22 |
£ | £ |
Current tax: |
UK corporation tax | 209,792 | 373,600 |
Deferred tax | 114,773 | 6,763 |
Tax on profit | 324,565 | 380,363 |
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: |
31.12.23 | 31.12.22 |
£ | £ |
Profit before tax | 937,733 | 1,455,061 |
Profit multiplied by the standard rate of corporation tax in the UK of 23.520 % (2022 - 19 %) |
220,555 |
276,462 |
Effects of: |
Expenses not deductible for tax purposes | 11,230 | 10,691 |
Adjustments to tax charge in respect of previous periods | (7,676 | ) | - |
goodwill amortisation | 90,016 | 72,716 |
Fair Value Revaluation | - | 20,494 |
Change in tax rate | 10,440 | - |
Total tax charge | 324,565 | 380,363 |
Tax effects relating to effects of other comprehensive income |
There were no tax effects for the year ended 31 December 2023. |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
7. | TAXATION - continued |
31.12.22 |
Gross | Tax | Net |
£ | £ | £ |
Revaluation of fixed asset investments | (255,519 | ) | 57,177 | (198,342 | ) |
Transfer of deficit to profit & loss | 107,858 | - | 107,858 |
(147,661 | ) | 57,177 | (90,484 | ) |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
31.12.23 | 31.12.22 |
£ | £ |
A Ordinary shares of £1.00 each |
Interim | 27,176 | 100,576 |
B Ordinary shares of £1.00 each |
Interim | 40,765 | 150,863 |
67,941 | 251,439 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Computer |
Goodwill | software | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 1,913,602 | 36,455 | 1,950,057 |
Disposals | - | (25,046 | ) | (25,046 | ) |
At 31 December 2023 | 1,913,602 | 11,409 | 1,925,011 |
AMORTISATION |
At 1 January 2023 | 1,153,090 | 28,743 | 1,181,833 |
Amortisation for year | 382,721 | 4,869 | 387,590 |
Eliminated on disposal | - | (25,046 | ) | (25,046 | ) |
At 31 December 2023 | 1,535,811 | 8,566 | 1,544,377 |
NET BOOK VALUE |
At 31 December 2023 | 377,791 | 2,843 | 380,634 |
At 31 December 2022 | 760,512 | 7,712 | 768,224 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
11. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Plant and | and | Motor | Computer |
machinery | fittings | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 | 5,781 | 32,127 | 212,151 | 27,233 | 277,292 |
Additions | - | - | 80,538 | 1,280 | 81,818 |
Disposals | - | - | - | (4,126 | ) | (4,126 | ) |
At 31 December 2023 | 5,781 | 32,127 | 292,689 | 24,387 | 354,984 |
DEPRECIATION |
At 1 January 2023 | 2,024 | 21,491 | 25,319 | 8,943 | 57,777 |
Charge for year | 1,156 | 8,360 | 46,457 | 8,279 | 64,252 |
Eliminated on disposal | - | - | - | (4,126 | ) | (4,126 | ) |
At 31 December 2023 | 3,180 | 29,851 | 71,776 | 13,096 | 117,903 |
NET BOOK VALUE |
At 31 December 2023 | 2,601 | 2,276 | 220,913 | 11,291 | 237,081 |
At 31 December 2022 | 3,757 | 10,636 | 186,832 | 18,290 | 219,515 |
Company |
Computer |
equipment |
£ |
COST |
Additions |
At 31 December 2023 |
DEPRECIATION |
Charge for year |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
12. | FIXED ASSET INVESTMENTS |
Group |
Listed | Unlisted |
investments | investments | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 January 2023 | 3,136,190 | 100,690 | 3,236,880 |
Additions | 1,000,000 | 200,005 | 1,200,005 |
Revaluations | 329,890 | - | 329,890 |
At 31 December 2023 | 4,466,080 | 300,695 | 4,766,775 |
NET BOOK VALUE |
At 31 December 2023 | 4,466,080 | 300,695 | 4,766,775 |
At 31 December 2022 | 3,136,190 | 100,690 | 3,236,880 |
Cost or valuation at 31 December 2023 is represented by: |
Listed | Unlisted |
investments | investments | Totals |
£ | £ | £ |
Valuation in 2021 | 111,709 | - | 111,709 |
Valuation in 2022 | (255,519 | ) | - | (255,519 | ) |
Valuation in 2023 | 329,890 | - | 329,890 |
Cost | 4,280,000 | 300,695 | 4,580,695 |
4,466,080 | 300,695 | 4,766,775 |
If fixed asset investments had not been revalued they would have been included at the following historical cost: |
31.12.23 | 31.12.22 |
£ | £ |
Cost | 4,580,695 | 3,280,000 |
Fixed asset investment were valued on an open market basis on 31 December 2023 by St James Place . |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
12. | FIXED ASSET INVESTMENTS - continued |
Company |
Shares in |
group | Unlisted |
undertakings | investments | Totals |
£ | £ | £ |
COST |
At 1 January 2023 | 13,603,690 |
Additions | 200,080 |
At 31 December 2023 | 13,803,770 |
NET BOOK VALUE |
At 31 December 2023 | 13,803,770 |
At 31 December 2022 | 13,603,690 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Tate House, Watermark Way, Hertford Herts ,SG13 7TZ |
Nature of business: |
% |
Class of shares: | holding |
31.12.23 | 31.12.22 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: Tate House, Watermark Way, Hertford Herts ,SG13 7TZ |
Nature of business: |
% |
Class of shares: | holding |
31.12.23 | 31.12.22 |
£ | £ |
Aggregate capital and reserves |
Loss for the year | ( |
) | ( |
) |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
12. | FIXED ASSET INVESTMENTS - continued |
Registered office: Tate House, Watermark Way, Hertford Herts ,SG13 7TZ |
Nature of business: |
% |
Class of shares: | holding |
31.12.23 | 31.12.22 |
£ | £ |
Aggregate capital and reserves |
Profit/(loss) for the year | ( |
) |
Registered office: Tate House, Watermark Way, Hertford Herts ,SG13 7TZ |
Nature of business: |
% |
Class of shares: | holding |
31.12.23 | 31.12.22 |
£ | £ |
Aggregate capital and reserves | ( |
) | ( |
) |
Loss for the year | ( |
) | ( |
) |
Registered office: Tate House, Watermark Way, Hertford, Herts SG13 7TZ |
Nature of business: |
% |
Class of shares: | holding |
31.12.23 | 31.12.22 |
£ | £ |
Aggregate capital and reserves |
Registered office: England & Wales |
Nature of business: |
% |
Class of shares: | holding |
£ |
Aggregate capital and reserves | ( |
) |
Loss for the period/year | ( |
) |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
12. | FIXED ASSET INVESTMENTS - continued |
Registered office: England & Wales |
Nature of business: |
% |
Class of shares: | holding |
£ |
Aggregate capital and reserves | ( |
) |
Loss for the period/year | ( |
) |
Get Mission Limited is 100% owned by BX Ventures Ltd. |
Brand Partnership Group Ltd owns 75% of BX Ventures Ltd |
13. | STOCKS |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Stocks | 139,923 | 64,492 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
£ | £ | £ | £ |
Trade debtors | 1,356,768 | 2,215,812 |
Amounts owed by group undertakings | - | - |
Other debtors | 264,126 | 169,528 |
Tax | 11,168 | 7,962 |
Deferred tax asset | - | 39,832 | - | - |
Prepayments and accrued income | 2,186,936 | 2,125,295 |
3,818,998 | 4,558,429 |
Deferred tax asset |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
£ | £ | £ | £ |
Deferred tax | - | 39,832 | - | - |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 17) | 16 | 16 |
Other loans (see note 17) | 5,280,000 | - |
Trade creditors | 410,987 | 493,923 |
Amounts owed to group undertakings | - | - |
Tax | 30,014 | 422,167 |
Social security and other taxes | 406,588 | 399,987 |
Pension Control Account | 79,424 | 251,731 | - | - |
VAT | 443,719 | 674,412 | 8,614 | 9,337 |
Other creditors | 154,238 | 217,389 |
Accruals and deferred income | 1,172,726 | 1,716,721 |
7,977,712 | 4,176,346 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Other loans (see note 17) | - | 5,280,000 |
The loan of £5,280,000 is repayable December 2024. This is owed to a director of the company. Interest is incurred on the loan at 3% over base rate. During the year interest was incurred of £375,827 (2022:£245,053). |
17. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | 16 | 16 |
Other loans | 5,280,000 | - |
5,280,016 | 16 |
Amounts falling due between two and | five years: |
Other loans - 2-5 years | - | 5,280,000 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
31.12.23 | 31.12.22 |
£ | £ |
Within one year | 1,330,446 | 124,000 |
Between one and five years | 681,939 | 651,597 |
In more than five years | 402,515 | 487,255 |
2,414,900 | 1,262,852 |
19. | PROVISIONS FOR LIABILITIES |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
£ | £ | £ | £ |
Deferred tax | 74,942 | - | 231 | - |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2023 | (39,832 | ) |
Accelerated capital allowances | 16,517 |
Short Term Timing Differences | 16,207 |
Revaluation of Investment | 82,050 |
Balance at 31 December 2023 | 74,942 |
Company |
Deferred |
tax |
£ |
Accelerated Capital Allowance | 231 |
Balance at 31 December 2023 |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 31.12.22 |
value: | £ | £ |
A Ordinary | £1.00 | 150 | 150 |
B Ordinary | £1.00 | 225 | 225 |
C Ordinary | £1 | 21 | 42 |
396 | 417 |
21. | RESERVES |
Group |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2023 | 3,141,585 | - | 3,141,585 |
Profit for the year | 613,168 | 613,168 |
Dividends | (67,941 | ) | (67,941 | ) |
Purchase of own shares | (21 | ) | 21 | - |
Purchase of own shares | (111,646 | ) | - | (111,646 | ) |
At 31 December 2023 | 3,575,145 | 21 | 3,575,166 |
Company |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2023 | 7,303,926 |
Profit for the year |
Dividends | ( |
) | ( |
) |
Purchase of own shares | (21 | ) | 21 | - |
Purchase of own shares | (111,646 | ) | - | (111,646 | ) |
At 31 December 2023 | 7,179,059 |
22. | NON-CONTROLLING INTERESTS |
Non-controlling interests represents accumulated comprehensive income for the year end , after deduction of dividends attributable to minority shareholders of the group subsidiaries. |
Brand Partnership Group Ltd (Registered number: 09938132) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
23. | RELATED PARTY DISCLOSURES |
The loan of £5,280,000 is repayable December 2024. This is owed to a director of the company. Interest is incurred on the loan at 3% over base rate. During the year interest was incurred of £375,827 (2022:£245,053) |
During the year consultancy of £125,000 (2022:£75,000 )was incurred under normal market conditions with a private limited company that is controlled by a director. |
The balance owing at 31st December 2023 was nil. |
24. | CALLED UP SHARE CAPITAL |
There are three classes of ordinary shares in issue. There are no restrictions on the distribution |
of dividends and the repayment of capital for the A & B shares other than Ordinary A shares are restricted to 40% & the ordinary B shares to 60% in all respects.C Shares are non voting , they are entitled to a return of capital restricted to 60% together with B shares as if they were one class. |