IRIS Accounts Production v24.2.0.383 00839992 Board of Directors 1.1.23 31.12.23 31.12.23 true false true true false false false true false Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh008399922022-12-31008399922023-12-31008399922023-01-012023-12-31008399922021-12-31008399922022-01-012022-12-31008399922022-12-3100839992ns15:EnglandWales2023-01-012023-12-3100839992ns14:PoundSterling2023-01-012023-12-3100839992ns10:Director12023-01-012023-12-3100839992ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3100839992ns10:FRS1022023-01-012023-12-3100839992ns10:Audited2023-01-012023-12-3100839992ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3100839992ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3100839992ns10:FullAccounts2023-01-012023-12-310083999212023-01-012023-12-3100839992ns10:OrdinaryShareClass12023-01-012023-12-3100839992ns10:Director22023-01-012023-12-3100839992ns10:RegisteredOffice2023-01-012023-12-3100839992ns5:CurrentFinancialInstruments2023-12-3100839992ns5:CurrentFinancialInstruments2022-12-3100839992ns5:Non-currentFinancialInstruments2023-12-3100839992ns5:Non-currentFinancialInstruments2022-12-3100839992ns5:ShareCapital2023-12-3100839992ns5:ShareCapital2022-12-3100839992ns5:RetainedEarningsAccumulatedLosses2023-12-3100839992ns5:RetainedEarningsAccumulatedLosses2022-12-3100839992ns5:ShareCapital2021-12-3100839992ns5:RetainedEarningsAccumulatedLosses2021-12-3100839992ns5:RetainedEarningsAccumulatedLosses2022-01-012022-12-3100839992ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3100839992ns5:NetGoodwill2023-01-012023-12-3100839992ns15:UnitedKingdom2023-01-012023-12-3100839992ns15:UnitedKingdom2022-01-012022-12-3100839992ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3100839992ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2022-01-012022-12-310083999252023-01-012023-12-310083999252022-01-012022-12-3100839992ns5:HirePurchaseContracts2023-01-012023-12-3100839992ns5:HirePurchaseContracts2022-01-012022-12-3100839992ns5:OwnedAssets2023-01-012023-12-3100839992ns5:OwnedAssets2022-01-012022-12-3100839992ns5:NetGoodwill2022-01-012022-12-3100839992112023-01-012023-12-3100839992112022-01-012022-12-3100839992132023-01-012023-12-3100839992132022-01-012022-12-3100839992142023-01-012023-12-3100839992142022-01-012022-12-3100839992ns5:NetGoodwill2022-12-3100839992ns5:NetGoodwill2023-12-3100839992ns5:NetGoodwill2022-12-3100839992ns5:FurnitureFittings2022-12-3100839992ns5:MotorVehicles2022-12-3100839992ns5:FurnitureFittings2023-01-012023-12-3100839992ns5:MotorVehicles2023-01-012023-12-3100839992ns5:FurnitureFittings2023-12-3100839992ns5:MotorVehicles2023-12-3100839992ns5:FurnitureFittings2022-12-3100839992ns5:MotorVehicles2022-12-3100839992ns5:FurnitureFittingsns5:LeasedAssetsHeldAsLessee2023-01-012023-12-3100839992ns5:FurnitureFittingsns5:LeasedAssetsHeldAsLessee2023-12-3100839992ns5:LeasedAssetsHeldAsLessee2023-01-012023-12-3100839992ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3100839992ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3100839992ns5:Non-currentFinancialInstrumentsns5:BetweenOneTwoYears2023-12-3100839992ns5:Non-currentFinancialInstrumentsns5:BetweenOneTwoYears2022-12-3100839992ns5:Non-currentFinancialInstrumentsns5:BetweenTwoFiveYears2023-12-3100839992ns5:Non-currentFinancialInstrumentsns5:BetweenTwoFiveYears2022-12-3100839992ns5:HirePurchaseContractsns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3100839992ns5:HirePurchaseContractsns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3100839992ns5:BetweenOneFiveYearsns5:HirePurchaseContracts2023-12-3100839992ns5:BetweenOneFiveYearsns5:HirePurchaseContracts2022-12-3100839992ns5:HirePurchaseContracts2023-12-3100839992ns5:HirePurchaseContracts2022-12-3100839992ns5:WithinOneYear2023-12-3100839992ns5:WithinOneYear2022-12-3100839992ns5:BetweenOneFiveYears2023-12-3100839992ns5:BetweenOneFiveYears2022-12-3100839992ns5:MoreThanFiveYears2023-12-3100839992ns5:MoreThanFiveYears2022-12-3100839992ns5:AllPeriods2023-12-3100839992ns5:AllPeriods2022-12-3100839992ns5:Secured2023-12-3100839992ns5:Secured2022-12-3100839992ns10:OrdinaryShareClass12023-12-3100839992ns5:RetainedEarningsAccumulatedLosses2022-12-31
REGISTERED NUMBER: 00839992 (England and Wales)





















STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

COGENT ELLIOTT LIMITED

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)






CONTENTS OF THE FINANCIAL STATEMENTS
for the year ended 31 December 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Statement of Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


COGENT ELLIOTT LIMITED

COMPANY INFORMATION
for the year ended 31 December 2023







DIRECTORS: W.E. Husselby
M.S. Husselby





REGISTERED OFFICE: The Fold
Spencer Street
Royal Leamington Spa
Warwickshire
CV31 3NE





REGISTERED NUMBER: 00839992 (England and Wales)





AUDITORS: Dafferns LLP
One Eastwood
Harry Weston Road
Binley Business Park
Coventry
CV3 2UB

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

STRATEGIC REPORT
for the year ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

The directors aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year-end. Our review is consistent with the size and nature of our business and is written in the context of the risks and uncertainties we face.

BUSINESS REVIEW
Cogent is a well-respected, market-leading creative agency and holds the distinction of being the oldest independent agency in the UK, having traded successfully for over ninety years.

Our primary focus is delivering marketing campaigns to client companies. We drive their growth, fortify their brands, influence consumer behaviour, and ensure a robust ROI in an increasingly segmented marketing landscape.

Our comprehensive core capabilities enable us to offer a vast array of solutions and skill sets to our clients. These include Planning, Strategy, Creative Ideation, Digital, Advertising, Design, Brand Development, Social, PR, Film, Photography, CRM, SEO, and Cross-Platform Content. We operate in both B2B and B2C markets.

Cogent had a strong year for new business, replacing clients lost in 2022 with household names such as Merlin Entertainments, Say HIYA, GWM ORA, and Ocado. We integrated our acquisition in Made by Sonder and took the opportunity to start a restructure programme for the business prior to relocation.

PRINCIPAL RISKS AND UNCERTAINTIES
The business environment in which we operate continues to be challenging. The Marketing Communications industry in the UK is highly competitive, and margins remain under pressure.

The launch of The Fold has helped us stand out in this highly competitive landscape, strengthening Cogent's reputation and opening doors to new business opportunities. Recent new client wins include Travis Perkins, Saint-Gobain, Bravissimo, and Biffa.

Going forward, following completion of a review to fundamentally restructure the business with a more agile operating model, we have seen the Agency improve its margins from a growth in retained clients in the current year.

We intend to focus on specific parts of the business that are underperforming and ensure that they make a greater contribution to the whole.

KEY PERFORMANCE INDICATORS
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, being turnover and gross margin.

Overall, the operating profit for the year was £135,650 compared to an operating loss of £233,396 in 2022.

Return on capital employed was 6% (2022: -9%). Return on capital employed is calculated as operating profit divided by capital employed, which constitutes total assets less current liabilities, less investments, less cash, plus overdrafts and other debt borrowings.


COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

STRATEGIC REPORT
for the year ended 31 December 2023

FUTURE DEVELOPMENTS
2024 has seen the launch of The Fold, a new creative workshare space, being the flagship of the Creative Quarter in Leamington Spa.

Originally planned to open in summer 2023, Cogent finally moved to its new home in January 2024 following delays with the build. Although this set-back our strategy and business objectives by several months, the move to The Fold has helped to reassert Cogent's position and reputation at the top of the Midlands marketing industry, attracting new, nationally recognised clients and a talented creative community.

ON BEHALF OF THE BOARD:





M.S. Husselby - Director


24 September 2024

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

REPORT OF THE DIRECTORS
for the year ended 31 December 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of an advertising and marketing agency.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

FUTURE DEVELOPMENTS
Future developments have been detailed in the strategic report in accordance with s414C(11) CA 2006.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

W.E. Husselby
M.S. Husselby

GOING CONCERN
Since the year end there has a been a cash injection to the business from the majority shareholder and the directors consider the company to have adequate resources for the working capital needs of the business for the foreseeable future.

The directors have considered the going concern basis in the preparation of these financial statements and have concluded that it remains appropriate.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

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 company'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 company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





M.S. Husselby - Director


24 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COGENT ELLIOTT LIMITED

Opinion
We have audited the financial statements of Cogent Elliott Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2023 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COGENT ELLIOTT LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
- the 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 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 company or to cease operations, or have no realistic alternative but to do so.

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

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

- Enquiry of management and those charged with governance around actual and potential litigation and claims;
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
- Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
COGENT ELLIOTT LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Martin Gibbs FCCA (Senior Statutory Auditor)
for and on behalf of Dafferns LLP
One Eastwood
Harry Weston Road
Binley Business Park
Coventry
CV3 2UB

24 September 2024

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

STATEMENT OF COMPREHENSIVE
INCOME
for the year ended 31 December 2023

2023 2022
Notes £    £    £    £   

TURNOVER 4 4,509,703 4,413,992

Other operating income 5 53,458 86,086
4,563,161 4,500,078

Materials and external charges 1,462,888 1,642,943
3,100,273 2,857,135

Staff costs 6 2,587,081 2,388,064
Depreciation 66,031 40,305
Other operating expenses 311,511 662,162
2,964,623 3,090,531
OPERATING PROFIT/(LOSS) 135,650 (233,396 )

Group pension fund professional fees 8 (13,072 ) (29,609 )
Reorganisation costs 8 (98,560 ) (197,160 )
24,018 (460,165 )


Interest payable and similar expenses 9 130,708 52,364
LOSS BEFORE TAXATION 10 (106,690 ) (512,529 )

Tax on loss 11 - -
LOSS FOR THE FINANCIAL YEAR (106,690 ) (512,529 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(106,690

)

(512,529

)

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

BALANCE SHEET
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 84,968 22,783
Tangible assets 13 237,363 37,820
322,331 60,603

CURRENT ASSETS
Debtors 14 2,806,655 2,630,248
Cash in hand 26 26
2,806,681 2,630,274
CREDITORS
Amounts falling due within one year 15 2,693,486 1,225,023
NET CURRENT ASSETS 113,195 1,405,251
TOTAL ASSETS LESS CURRENT
LIABILITIES

435,526

1,465,854

CREDITORS
Amounts falling due after more than one
year

16

197,325

1,120,963
NET ASSETS 238,201 344,891

CAPITAL AND RESERVES
Called up share capital 20 100 100
Retained earnings 21 238,101 344,791
SHAREHOLDERS' FUNDS 238,201 344,891

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and were signed on its behalf by:





M.S. Husselby - Director


COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 100 857,320 857,420

Changes in equity
Total comprehensive income - (512,529 ) (512,529 )
Balance at 31 December 2022 100 344,791 344,891

Changes in equity
Total comprehensive income - (106,690 ) (106,690 )
Balance at 31 December 2023 100 238,101 238,201

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2023

1. STATUTORY INFORMATION

Cogent Elliott Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements and functional currency of the company is the Pound Sterling (£).

2. STATEMENT OF COMPLIANCE

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.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Turnover
Turnover represents the fair value of services provided during the year on client assignments. Turnover is recognised as contract activity progresses and the right to consideration is earned. Fair value reflects the amount expected to be recoverable from clients and is based on the time spent, skills and expertise provided and expenses incurred. Turnover excludes Value Added Tax.

Unbilled turnover on individual client assignments is included as accrued income within debtors.

Grant income
Grant income received from the UK's Kickstart Scheme has been recognised in the period in which the related staff expense was incurred. This income has been recognised in other operating income.

Goodwill
Goodwill, being the amount in connection with business acquisitions made in 2019 and 2023, are being amortised evenly over their estimated useful lives of 5 years.

The goodwill in relation to the 2019 acquisition is now fully amortised.

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

3. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are recognised at cost and subsequently measured under the historical cost model being cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes any direct expenditure incurred to bring the asset to its current location and condition necessary for the asset to work as intended by management.

Repairs and maintenance costs are charged to the Statement of Comprehensive Income in the period in which they are incurred.

Depreciation is provided on the cost of tangible assets in equal annual instalments over their estimated useful lives, which are as follows:

Fixtures and equipment- Between 3 and 5 years
Motor vehicles- 5 years

Any gains and losses on the disposal of tangible fixed assets are recognised in the Statement of Comprehensive Income in the year that the disposal takes place.

Financial instruments
Basic financial instruments in debtors and creditors with no stated interest rate, and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the Statement of Comprehensive Income in other administrative expenses.

Other financial assets and liabilities, such as loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

3. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to the statement of comprehensive income on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company makes contributions to a defined contribution pension scheme and a defined benefit scheme administered by the holding company, Cogent Elliott Group Limited.

Contributions payable to the company's pension scheme are charged to the Statement of Comprehensive Income in the period to which they relate. A defined contribution plan is a pension scheme under which the company pays fixed contributions into an independently administered fund and has no further obligations once the contributions have been paid.

Defined benefit pension contributions are charged to the Statement of Comprehensive Income in the period to which they relate, as though it were a defined contribution scheme, because the company is unable to identify its share of the underlying assets and liabilities. Details of the defined benefit scheme can be found in the consolidated accounts of Cogent Elliott Group Limited.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to the Statement of Comprehensive Income over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a
straight line basis over the period of the lease.

4. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom 4,459,648 4,381,429
Rest of the World 50,055 32,563
4,509,703 4,413,992

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

5. OTHER OPERATING INCOME
2023 2022
£    £   
Rents received - 10,947
Sundry receipts 53,458 17,489
Other grants - 57,650
53,458 86,086

In the prior year, other grants reflect employment grants obtained in relation to the UK Government Kickstart Scheme.

6. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 2,254,885 2,077,733
Social security costs 247,241 245,353
Other pension costs 84,955 64,978
2,587,081 2,388,064

The average number of employees during the year was as follows:
2023 2022

Management, finance and administration 3 4
Agency 49 49
52 53

7. DIRECTORS' EMOLUMENTS
2023 2022
£    £   
Directors' remuneration - -

No statutory directors are remunerated via the company as they are are remunerated through other undertakings within the group. These costs are factored into the management charges between group entities.

8. EXCEPTIONAL ITEM
2023 2022
£    £   
Group pension fund professional fees (13,072 ) (29,609 )
Reorganisation costs (98,560 ) (197,160 )
(111,632 ) (226,769 )

Exceptional costs includes pension fees relative to the group defined benefit pension scheme, as well as business restructuring and reorganisation costs as the company prepares for its relocation to The Fold, as discussed in more detail per the Strategic Report.

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

9. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank overdraft interest 25,143 2,784
Bank loan interest 81,862 46,595
Other interest 21,946 1,919
Hire purchase interest 1,757 1,066
130,708 52,364

10. LOSS BEFORE TAXATION

The loss is stated after charging:

2023 2022
£    £   
Depreciation - owned assets 19,023 16,792
Loss on disposal of fixed assets 2,984 730
Goodwill amortisation 44,024 22,783
Foreign exchange differences 95 16
Auditors remuneration 9,675 9,300
Operating lease charges - equipment 16,636 4,668
Operating lease charges - rent 70,000 215,863

11. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022.

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:

2023 2022
£    £   
Loss before tax (106,690 ) (512,529 )
Loss multiplied by the standard rate of corporation tax in the UK of
23.521% (2022 - 19%)

(25,095

)

(97,381

)

Effects of:
Expenses not deductible for tax purposes 46,099 1,191
Unprovided deferred tax (22,326 ) 126,564
Deferred tax rate and rounding differences 1,322 (30,374 )
Total tax charge - -

The main rate of Corporation Tax increased to 25% with effect from 01 April 2023.

The company has tax losses carried forward of £945,257 (2022: £820,969) that are available for offset against future taxable profits. No deferred tax asset has been recognised in respect to these tax losses in the current or prior year.

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

12. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 January 2023 138,849
Additions 106,209
At 31 December 2023 245,058
AMORTISATION
At 1 January 2023 116,066
Amortisation for year 44,024
At 31 December 2023 160,090
NET BOOK VALUE
At 31 December 2023 84,968
At 31 December 2022 22,783

13. TANGIBLE FIXED ASSETS
Fixtures
and Motor
fittings vehicles Totals
£    £    £   
COST
At 1 January 2023 707,186 8,000 715,186
Additions 221,812 - 221,812
Disposals (75,498 ) - (75,498 )
At 31 December 2023 853,500 8,000 861,500
DEPRECIATION
At 1 January 2023 675,766 1,600 677,366
Charge for year 17,423 1,600 19,023
Eliminated on disposal (72,252 ) - (72,252 )
At 31 December 2023 620,937 3,200 624,137
NET BOOK VALUE
At 31 December 2023 232,563 4,800 237,363
At 31 December 2022 31,420 6,400 37,820

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

13. TANGIBLE FIXED ASSETS - continued

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Fixtures
and
fittings
£   
COST
Additions 198,000
At 31 December 2023 198,000
NET BOOK VALUE
At 31 December 2023 198,000

Hire purchase contracts have been entered into by the company in order to acquire assets used by another company within the group, The Fold Leamington Spa Limited. When it commences trading, the associated depreciation expense for these assets will be recharged and accounted for in The Fold Leamington Spa Limited.

14. DEBTORS
2023 2022
£    £   
Amounts falling due within one year:
Trade debtors 595,009 371,079
Amounts owed by group undertakings 1,993,718 1,921,064
Other debtors 6,998 1,998
Accrued income 50,500 74,526
Prepayments 38,426 132,581
2,684,651 2,501,248

Amounts falling due after more than one year:
Other debtors 122,004 129,000

Aggregate amounts 2,806,655 2,630,248

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts (see note 17) 1,473,629 78,517
Hire purchase contracts (see note 18) 39,600 -
Payments on account 229,416 257,743
Trade creditors 333,274 294,210
Amounts owed to group undertakings 14,693 25
Social security and other taxes 216,758 272,684
VAT 218,369 179,269
Other creditors 71,598 23,165
Accruals 96,149 119,410
2,693,486 1,225,023

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023 2022
£    £   
Bank loan (see note 17) 24,425 1,110,938
Hire purchase contracts (see note 18) 144,200 -
VAT - 10,025
Other creditors 28,700 -
197,325 1,120,963

17. LOANS

An analysis of the maturity of loans is given below:

2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 374,756 33,286
Bank loan 1,098,873 45,231
1,473,629 78,517

Amounts falling due between one and two years:
Bank loans 10,162 1,086,781

Amounts falling due between two and five years:
Bank loans 14,263 24,157

A bank loan of £1,200,000 was taken out in 2020 over a term of 4 years and was initially repayable by August 2024. After the balance sheet date the loan term was extended by 6 months with continued monthly instalment repayments and the final balance repayable in January 2025. Interest is being charged on the loan at a rate of 2.75% above the Bank of England base rate.

A £50,000 Government backed Bounce Back loan was taken out in 2021. The loan has a 6 year repayment term with no interest charges or capital repayments in the first 12 months. Monthly repayments commenced from May 2022. Interest is being charged on the loan at a rate of 2.5%.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts
2023 2022
£    £   
Net obligations repayable:
Within one year 39,600 -
Between one and five years 144,200 -
183,800 -

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

18. LEASING AGREEMENTS - continued

Non-cancellable operating leases
2023 2022
£    £   
Within one year 49,764 -
Between one and five years 1,009,996 -
In more than five years 1,230,044 -
2,289,804 -

Hire purchase contracts have been entered into by the company in order to acquire assets on behalf of another company within the group, The Fold Leamington Spa Limited. The repayments and associated costs of the financing are recharged and accounted for in The Fold Leamington Spa Limited.

Included in the above minimum operating lease payments is £2,263,500 for property leases taken out on behalf of another company within the group, The Fold Leamington Spa Limited. These rental costs are recharged and accounted for in The Fold Leamington Spa Limited.

Minimum lease payments receivable under non-cancellable operating leases are as follows:

2023 2022
£ £

Within one year 61,500 -
Between one and five years 246,000 -
In more than five years 289,092 -
596,592 -

The above operating lease payments receivable is for a property lease taken out on behalf of another company within the group, The Fold Leamington Spa Limited. The rental income is recharged and accounted for in The Fold Leamington Spa Limited.

19. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Bank overdrafts 374,756 33,286
Bank loan 1,123,298 1,156,169
Hire purchase contracts 183,800 -
1,681,854 1,189,455

Bank borrowings are secured by a fixed charge over the group's properties and a floating charge over all the group assets.

Hire purchase liabilities are secured against the assets acquired under the financing agreements.

COGENT ELLIOTT LIMITED (REGISTERED NUMBER: 00839992)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the year ended 31 December 2023

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
100 Ordinary £1 100 100

21. RESERVES
Retained
earnings
£   

At 1 January 2023 344,791
Deficit for the year (106,690 )
At 31 December 2023 238,101

Retained earnings represents cumulative profits and losses net of dividends and any other adjustments.

22. PENSION COMMITMENTS

The company operates a defined contribution scheme for employees. Employer contributions to the scheme during the financial year amounting to £84,955 (2022: £64,978) have been charged to the Statement of Comprehensive Income. At 31 December 2023 there were £15,177 of total outstanding contributions to be paid over to the pension scheme (2022: £23,165).

23. CONTINGENT LIABILITIES

The company has guaranteed borrowings of fellow subsidiaries amounting to £74,715 (2022: £124,592) and has entered into a group overdraft facility which is secured by a fixed and floating charge over all assets of the company.

24. CAPITAL COMMITMENTS

The total amount contracted for but not provided in these financial statements was £nil (2022: £649,000).

25. ULTIMATE PARENT COMPANY

The Company is a wholly-owned subsidiary of Cogent Group Limited (CGL) and its ultimate parent company is Cogent Elliott Group Limited (CEGL).

The registered office and principal place of business of CEGL is The Fold, Spencer Street, Royal Leamington Spa, Warwickshire, CV31 3NE, from which group accounts can be obtained.

26. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year, total key management personnel compensation (including employers' national insurance) of £152,040 (2022: £210,735) was paid.