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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: N G Avery
A Leaver
N B S Grimson





SECRETARY: N B S Grimson





REGISTERED OFFICE: Tate House
Watermark Way
Hertford
Hertfordshire
SG13 7TZ





REGISTERED NUMBER: 09938132 (England and Wales)





AUDITORS: Roy Pinnock & Co LLP
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:





A Leaver - Director


16 August 2024

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.

N G Avery
A Leaver
N B S Grimson

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:





A Leaver - Director


16 August 2024

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.




Natalie Coleman FCCA (Senior Statutory Auditor)
for and on behalf of Roy Pinnock & Co LLP
Statutory Auditors
Wren House
68 London Road
St Albans
Hertfordshire
AL1 1NG

19 August 2024

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

613,168

1,074,698
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 11 924 -
Investments 12 13,803,770 13,603,690
13,804,694 13,603,690

CURRENT ASSETS
Debtors 14 331,273 73,499
Cash at bank 11,297 19,935
342,570 93,434
CREDITORS
Amounts falling due within one year 15 6,967,578 6,392,781
NET CURRENT LIABILITIES (6,625,008 ) (6,299,347 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,179,686

7,304,343

PROVISIONS FOR LIABILITIES 19 231 -
NET ASSETS 7,179,455 7,304,343

CAPITAL AND RESERVES
Called up share capital 20 396 417
Capital redemption reserve 21 21 -
Retained earnings 21 7,179,038 7,303,926
SHAREHOLDERS' FUNDS 7,179,455 7,304,343

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 16 August 2024 and were signed on its behalf by:





A Leaver - Director


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 417 7,316,341 - 7,316,758

Changes in equity
Dividends - (251,439 ) - (251,439 )
Total comprehensive income - 239,024 - 239,024
Balance at 31 December 2022 417 7,303,926 - 7,304,343

Changes in equity
Issue of share capital (21 ) - - (21 )
Dividends - (67,941 ) - (67,941 )
Total comprehensive income - 54,699 21 54,720
Purchase of own shares - (111,646 ) - (111,646 )
Balance at 31 December 2023 396 7,179,038 21 7,179,455

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. 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 as modified by the revaluation of certain assets.

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.

Computer software is being amortised evenly over its estimated useful life of three years.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 20% on cost
Fixtures and fittings - 33% on cost, 20% on cost and 15% on cost
Computer equipment - 33% on cost

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 1,280
At 31 December 2023 1,280
DEPRECIATION
Charge for year 356
At 31 December 2023 356
NET BOOK VALUE
At 31 December 2023 924

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 13,503,000 100,690 13,603,690
Additions 75 200,005 200,080
At 31 December 2023 13,503,075 300,695 13,803,770
NET BOOK VALUE
At 31 December 2023 13,503,075 300,695 13,803,770
At 31 December 2022 13,503,000 100,690 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

Blue Square Marketing Limited
Registered office: Tate House, Watermark Way, Hertford Herts ,SG13 7TZ
Nature of business: strategic and tactical marketing services
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 9,142,735 8,198,585
Profit for the year 944,150 1,294,225

Engage Pulse Ltd
Registered office: Tate House, Watermark Way, Hertford Herts ,SG13 7TZ
Nature of business: Social amplification for online learning
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 142,518 149,013
Loss for the year (6,495 ) (1,215 )

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

Creative Monster Limited
Registered office: Tate House, Watermark Way, Hertford Herts ,SG13 7TZ
Nature of business: team events service provide hosting & website
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 184,510 141,381
Profit/(loss) for the year 41,602 (75,807 )

Space Retail Group Limited
Registered office: Tate House, Watermark Way, Hertford Herts ,SG13 7TZ
Nature of business: helping people achieve a healthy active lifestyle
%
Class of shares: holding
Ordinary 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves (6,392 ) (6,185 )
Loss for the year (207 ) (334 )

Monster Holding Limited
Registered office: Tate House, Watermark Way, Hertford, Herts SG13 7TZ
Nature of business: Website design & hosting
%
Class of shares: holding
Ordinary 100.00
Ordinary A 100.00
31.12.23 31.12.22
£    £   
Aggregate capital and reserves 95,829 95,829

BX Ventures Ltd
Registered office: England & Wales
Nature of business: company holding & creating investments
%
Class of shares: holding
Ordinary 75.00
18.10.23
£   
Aggregate capital and reserves (41,925 )
Loss for the period/year (42,025 )

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

Get Mission Ltd
Registered office: England & Wales
Nature of business: Software as a service
%
Class of shares: holding
Ordinary 75.00
28.10.23
£   
Aggregate capital and reserves (24,021 )
Loss for the period/year (24,022 )

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 - - 143,656 38,083
Other debtors 264,126 169,528 186,409 35,317
Tax 11,168 7,962 - -
Deferred tax asset - 39,832 - -
Prepayments and accrued income 2,186,936 2,125,295 1,208 99
3,818,998 4,558,429 331,273 73,499

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 - 250
Amounts owed to group undertakings - - 6,900,967 6,312,885
Tax 30,014 422,167 16,588 56,089
Social security and other taxes 406,588 399,987 22,280 6,309
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 19,129 7,911
7,977,712 4,176,346 6,967,578 6,392,781

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 231

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: £    £   
150 A Ordinary £1.00 150 150
225 B Ordinary £1.00 225 225
21 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 - 7,303,926
Profit for the year 54,720 54,720
Dividends (67,941 ) (67,941 )
Purchase of own shares (21 ) 21 -
Purchase of own shares (111,646 ) - (111,646 )
At 31 December 2023 7,179,038 21 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.