Company Registration No. 04382666 (England and Wales)
SANDBAG LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
SANDBAG LIMITED
COMPANY INFORMATION
Directors
M Maxwell
C Munro
A C Driscoll
(Appointed 19 July 2023)
B J Message
(Appointed 19 July 2023)
Company number
04382666
Registered office
The Hat Factory
166-168 Camden Street
London
NW1 9PT
Auditor
Adler Shine LLP
Chartered Accountants & Statutory Auditor
Aston House
Cornwall Avenue
London
N3 1LF
SANDBAG LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 25
SANDBAG LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

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

Fair review of the business

All Things Considered Group PLC acquired a 60% shareholding in the company as of 19th July 2023, this accounting period has been shortened and reports the 9 months to the 31st December 2023 to secure future alignment with the groups’ fiscal year.

 

01-Apr-23
to 31-Dec-23*

01-Apr-22
to 31-Mar-23

01-Apr-21
to 31-Mar-22

01-Apr-20
to 31-Mar-21

01-Apr-19
to 31-Mar-20

Turnover
GrossProfit
Profit Before Tax

13,431,901
1,908,665
554,924

19,686,274
2,323,073
1,375,083

13,489,061
1,390,058
617,435

8,832,085
1,430,742
459,788

13,002,640
2,306,714
531,159

After an exceptionally strong year in 2022/23 following the post-pandemic touring boom, we anticipated a drop in performance year on year with sales falling to £13.4m for the 9 months to 31st December 2023. Notwithstanding this outlier, overall growth, across a 10-year average, stands at 24% per year with the period under review continuing this trend towards growth. As a result, we are confident the company has secured a strong client base guaranteeing future earning potential at these levels or better. We remain committed to securing new signings and collaboration across the larger group to expand our roster and widen the service offering.

Gross profit margins across e-commerce and supply activities improved with tour holding steady, overall strengthening from 11.8% to 14.2%. Greater capacity within manufacturing drove competition across the market, resulting in reduced production costs.

Efficiencies made internally across procurement teams further enabled the company to capitalise on these gains. Challenges remained present, particularly regarding the provision of services within Europe, leading to the establishment of a European trading entity post-reporting date.

Geo-political and economic factors outside our control reversed these margin gains. Inflationary pressure drove an increased payroll expense. Foreign exchange gains in the prior period were not repeated, altogether drawing profitability back in line with recent performance.
Principal risks and uncertainties

The group continues to operate in a highly competitive environment, with performance closely linked to the acquisition and retention of merchandising rights with clients.

Inflation, and corresponding monetary policy within the UK and US, presents a significant challenge particularly with regards to labour costs. The impact of these inflated costs has been mitigated by raising retail prices and capitalising on savings made within our supply chain.

The group deploys it’s own working capital for investment and funding. As a result, the impact of increased interest rates against our existing loan obligation has been minimal. However, we will need to weigh the current cost of capital against future funding requirements. We remain committed to delivering growth by expanding our client base.

The group provides services across several continents and remains vigilant to evolving global regulatory and tax obligations. We operate a policy of natural hedging to minimise our exposure to foreign exchange risk.

Key performance indicators

Key performance indicators are considered to be cash, turnover and profit.

As expected, and as the post pandemic touring fervour abated, we recorded a 19% drop in sales in the 9 months to 31st December 2023 on the same period in 2022. However, across our 5-year average, we are encouraged by a continuing trend of sales growth. The outlook remains strongly positive following this period of post-pandemic adjustment.

 

Our gross profit margin strengthened from 11.8% to 14.2%, although these gains were later reversed as a result of increased administrative costs. Overall margin ended at 4.1%, down 2.9% on the previous year and 0.05% short of the 5-year average of 4.6%. This represents an encouraging result in light of external cost pressures, we are committed to capturing further cost-savings and efficiencies in the coming year.

SANDBAG LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -

On behalf of the board

M Maxwell
Director
1 October 2024
SANDBAG LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of provision of merchandising services.

Results and dividends

The results for the period are set out on page 9.

Ordinary dividends were paid amounting to £1,530,000. A final dividend of £499,992 was paid to shareholders after the period end.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

M Maxwell
C Munro
J Newill
(Resigned 19 July 2023)
A C Driscoll
(Appointed 19 July 2023)
B J Message
(Appointed 19 July 2023)
Financial Risk Management Objectives and Policies

The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for the company's operations.

Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of the bank balances the liquidity risk is managed by maintaining continuity of funding and the company may make use of money market facilities where funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet the amounts due.

Post reporting date events

On 24th April 2024, the company incorporated a wholly owned subsidiary in the Netherlands.

On 2nd May 2024, a final dividend of £499,992 was paid to shareholders.

Future developments

The directors aim to increase turnover across all revenue streams through new acquisitions and cross-selling opportunities, to offset increased overhead and strengthen operating profit after a period of post-pandemic adjustment.

Auditor

Adler Shine LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

SANDBAG LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

 

On behalf of the board
M Maxwell
Director
1 October 2024
SANDBAG LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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.

SANDBAG LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SANDBAG LIMITED
- 6 -
Opinion

We have audited the financial statements of Sandbag Limited (the 'Company') for the period ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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:

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 United Kingdom, including the Financial Reporting Council'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 director's 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

 

SANDBAG LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SANDBAG LIMITED
- 7 -
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 Directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 5, 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 determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the director is 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.

 

Auditor's responsibilities for the audit of the financial statements

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

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we have:

 

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 Auditors' report.

SANDBAG LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SANDBAG LIMITED
- 8 -

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 an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Taylor (Senior Statutory Auditor)
For and on behalf of Adler Shine LLP
Chartered Accountants
Statutory Auditor
Aston House
Cornwall Avenue
London
N3 1LF
1 October 2024
SANDBAG LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 9 -
Period
Year
ended
ended
31 December
31 March
2023
2023
Notes
£
£
Turnover
3
13,431,901
19,686,274
Cost of sales
(11,523,236)
(17,363,201)
Gross profit
1,908,665
2,323,073
Administrative expenses
(2,284,741)
(2,130,960)
Other operating income
963,360
1,253,986
Operating profit
4
587,284
1,446,099
Interest receivable and similar income
7
-
0
1,242
Interest payable and similar expenses
8
(32,360)
(72,258)
Profit before taxation
554,924
1,375,083
Tax on profit
9
(139,238)
(258,332)
Profit for the financial period
415,686
1,116,751

The profit and loss account has been prepared on the basis that all operations are continuing operations.

SANDBAG LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
Period
Year
ended
ended
31 December
31 March
2023
2023
£
£
Profit for the period
415,686
1,116,751
Other comprehensive income
-
-
Total comprehensive income for the period
415,686
1,116,751
SANDBAG LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 11 -
31 December
31 March
2023
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
203,181
179,264
Investments
12
149,343
149,343
352,524
328,607
Current assets
Stocks
14
394,711
389,880
Debtors
15
2,080,279
2,842,970
Cash at bank and in hand
2,842,004
2,853,151
5,316,994
6,086,001
Creditors: amounts falling due within one year
16
(4,973,330)
(4,490,539)
Net current assets
343,664
1,595,462
Total assets less current liabilities
696,188
1,924,069
Creditors: amounts falling due after more than one year
17
(280,000)
(400,000)
Provisions for liabilities
(49,113)
(42,680)
Net assets
367,075
1,481,389
Capital and reserves
Called up share capital
21
120
120
Profit and loss reserves
366,955
1,481,269
Total equity
367,075
1,481,389
The financial statements were approved by the board of directors and authorised for issue on 1 October 2024 and are signed on its behalf by:
M Maxwell
Director
Company Registration No. 04382666
SANDBAG LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2022
120
904,518
904,638
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
1,116,751
1,116,751
Dividends
10
-
(540,000)
(540,000)
Balance at 31 March 2023
120
1,481,269
1,481,389
Period ended 31 December 2023:
Profit and total comprehensive income for the period
-
415,686
415,686
Dividends
10
-
(1,530,000)
(1,530,000)
Balance at 31 December 2023
120
366,955
367,075
SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

Sandbag Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Hat Factory, 166-168 Camden Street, London, NW1 9PT.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Sandbag Limited is a wholly owned subsidiary of All Things Considered Group Plc and the results of Sandbag Limited are included in the consolidated financial statements of All Things Considered Group Plc which are available from The Hat Factory, 166-168 Camden Street, London, NW1 9PT.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Reporting period

The company shortened its accounting reference date to 31 December 2023 to bring its reporting period in line with its new parent company. These financial statements cover the nine month period from 1 April 2023 to 31 December 2023 and therefore the comparative amounts presented in the financial statements (for the year ended 31 March 2023) are not entirely comparable.

1.4
Turnover

Turnover for the group represents amounts receivable for merchandise, physical music and ticket sales net of VAT and trade discounts. Income is recognised on merchandise and physical music at the point the physical product is delivered to the

customer. Ticketing revenue is recognised based on the date of performance.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
3 to 10 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and

assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The

estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.

Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and

future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Recoverability of artist advances

The Group make advances to artists which are recoverable against future royalties over a period, often a few years. Judgement has been used to determine how likely the Group is able to recover these advances. When reviewing advances for impairment, judgement has been used to consider the recoverability of an advance and the current market value of the asset.

Stock provision

The Group recognises a stock provision which is calculated based on the demand for stock from the prior 12 months sales. Anything in stock that is in excess of the predicted demand is provided against and written down to its net realisable value. There are some exceptions to the calculation. There is an assumption that product sales will follow a pattern that is fixed to a 12-month life cycle.

Bad debt provision

Bad debt provisions are made against debtors that are not considered recoverable. This is an estimate made by management based on their expectation of recovery and knowledge of the customer.

3
Turnover and other revenue
2023
2023
£
£
Turnover analysed by class of business
Sale of goods
13,431,901
19,686,274
2023
2023
£
£
Other significant revenue
Interest income
-
1,242
SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 18 -
2023
2023
£
£
Turnover analysed by geographical market
Great Britain
8,091,448
12,000,679
European Union
1,802,136
2,548,168
United States
1,731,500
2,964,572
Rest of World
1,806,817
2,172,855
13,431,901
19,686,274
4
Operating profit
31 December
31 March
2023
2023
Operating profit for the period is stated after charging/(crediting):
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
22,586
(349,397)
Fees payable to the company's auditor for the audit of the company's financial statements
41,004
-
Fees payable to the company's previous auditor for the audit of the company's financial statements
24,234
48,396
Depreciation of owned tangible fixed assets
47,215
37,937
Operating lease charges
75,786
94,073
5
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

31 December
31 March
2023
2023
Number
Number
Admin
5
8
Operational
38
34
Directors
6
3
Total
49
45
SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

31 December
31 March
2023
2023
£
£
Wages and salaries
1,457,362
1,726,760
Social security costs
166,527
173,205
Pension costs
31,258
35,467
1,655,147
1,935,432
6
Directors' remuneration
2023
2023
£
£
Remuneration for qualifying services
117,044
38,324
Company pension contributions to defined contribution schemes
2,973
637
120,017
38,961
7
Interest receivable and similar income
31 December
31 March
2023
2023
£
£
Interest income
Interest on bank deposits
-
0
1,242
8
Interest payable and similar expenses
31 December
31 March
2023
2023
£
£
Interest on bank overdrafts and loans
32,360
72,258
9
Taxation
31 December
31 March
2023
2023
£
£
Current tax
UK corporation tax on profits for the current period
132,805
241,832
SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
9
Taxation
31 December
31 March
2023
2023
(Continued)
- 20 -
Deferred tax
Origination and reversal of timing differences
6,433
16,500
Total tax charge
139,238
258,332

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

31 December
31 March
2023
2023
£
£
Profit before taxation
554,924
1,375,083
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
138,731
261,266
Tax effect of expenses that are not deductible in determining taxable profit
426
3,547
Adjustments in respect of financial assets
-
0
(6,481)
Fixed asset differences
81
-
0
Taxation charge for the period
139,238
258,332
10
Dividends
31 December
31 March
2023
2023
£
£
Interim paid
1,530,000
540,000
SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 21 -
11
Tangible fixed assets
Fixtures and fittings
£
Cost
At 1 April 2023
507,466
Additions
79,144
Disposals
(10,850)
At 31 December 2023
575,760
Depreciation and impairment
At 1 April 2023
328,202
Depreciation charged in the period
47,215
Eliminated in respect of disposals
(2,838)
At 31 December 2023
372,579
Carrying amount
At 31 December 2023
203,181
At 31 March 2023
179,264
12
Fixed asset investments
31 December
31 March
2023
2023
Notes
£
£
Investments in subsidiaries
13
149,343
149,343
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 April 2023 & 31 December 2023
149,343
Carrying amount
At 31 December 2023
149,343
At 31 March 2023
149,343
SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 22 -
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Quicksand Distribution Limited
UK
Ordinary
100.00
-
Eleventyfour LP
US
Ordinary
99.00
1.00
14
Stocks
31 December
31 March
2023
2023
£
£
Finished goods and goods for resale
394,711
389,880
15
Debtors
31 December
31 March
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
747,998
642,272
Amounts owed by group undertakings
127,349
506,524
Other debtors
631,277
1,117,431
Prepayments and accrued income
573,655
576,743
2,080,279
2,842,970
16
Creditors: amounts falling due within one year
31 December
31 March
2023
2023
Notes
£
£
Bank loans
18
160,000
160,000
Trade creditors
1,061,558
1,103,519
Amounts owed to group undertakings
50,488
4,829
Corporation tax
101,024
247,955
Other taxation and social security
724,652
975,854
Deferred income
743,899
779,264
Other creditors
25,078
39,279
Accruals
2,106,631
1,179,839
4,973,330
4,490,539
SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 23 -
17
Creditors: amounts falling due after more than one year
31 December
31 March
2023
2023
Notes
£
£
Bank loans
18
280,000
400,000
18
Loans and overdrafts
31 December
31 March
2023
2023
£
£
Bank loans
440,000
560,000
Payable within one year
160,000
160,000
Payable after one year
280,000
400,000

The long-term loans are secured by fixed and floating charges over all assets

The long-term loan is for £800k and is repayable over six years, with no interest payable by the Company for the first year and a variable rate of 3.99% over the base rate for the remainder of the loan.

 

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
31 December
31 March
2023
2023
Balances:
£
£
Accelerated capital allowances
49,113
42,680
2023
Movements in the period:
£
Liability at 1 April 2023
42,680
Charge to profit or loss
6,433
Liability at 31 December 2023
49,113
SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 24 -
20
Retirement benefit schemes
31 December
31 March
2023
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
31,258
35,467

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

21
Share capital
31 December
31 March
31 December
31 March
2023
2023
2023
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 10p each
1,200
1,200
120
120
22
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

31 December
31 March
2023
2023
£
£
Within one year
93,000
93,000
Between two and five years
208,740
278,285
301,740
371,285
23
Events after the reporting date

On 24 April 2024 'A Touring Company BV', a private limited company in the Netherlands, was incorporated. This is wholly owned by Sandbag Limited.

SANDBAG LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 25 -
24
Related party transactions

The company has taken advantage of the exemption in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are wholly owned as part of the group.

 

During the period, the company was charged by All Things Considered Group PLC £37,113 (2023: £nil) being management fees. As at the year end, the company owes All Things Considered Group PLC £37,113 (2023: £nil).

25
Ultimate controlling party

The immediate parent company is All Things Considered Group PLC, a company incorporated in England and whose registered office is The Hat Factory, 166-168 Camden Street, London, England, NW1 9PT.

 

The financial results of the company are consolidated is the accounts of All Things Considered Group PLC for the year ended 31 December 2023. The financial statements of the entity is publicly available from Companies House.

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