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Registered number: 05210250









Fresh Approach (UK) Limited









Annual Report and Financial Statements

For the year ended 31 December 2023

 
Fresh Approach (UK) Limited
 
 
Company Information


Directors
A P Wilson 
L Harris 
S Whittle 
L Lee 
K Clark 
K N Cockwill 




Registered number
05210250



Registered office
Union
2-10 Albert Square

Manchester

M2 6LW




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Fresh Approach (UK) Limited
 

Contents



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Statement of Cash Flows
 
12
Notes to the Financial Statements
 
13 - 27


 
Fresh Approach (UK) Limited
 
 
Strategic Report
For the year ended 31 December 2023

Introduction
 
The directors present their Strategic Report for the year ending 31 December 2023.

Principal activity
 
The principal activity of the company is that of a global brand experience agency. The company creates and delivers immersive experiences through brand activations, events and creative communications through multiple channels including strategy, content, experiential, design, film, digital and exhibitions. 
Business review
Given the tough economic climate and challenges in our sector the directors are delighted with the overall performance of the business in the year to 31 December 2023. Following very strong years in 2021 and 2022, 2023 was always going to be difficult to emulate and build upon due to some of the one-off nature of the projects that were delivered in 2022. 
The trading sales decreased by £6,311,882 to £11,467,268 (2022 - £17,779,150) in the year to 31 December 2023. This reduction in sales is largely due to the one-off nature projects being delivered in 2022. A significant proportion of the reduced sales were 3rd party supplier costs being passed through the business. Despite our actual gross profit decreasing by £945,416 to £5,266,164 (2022 - £6,211,580), the gross margin increased by 11.0% to 45.9% (2022 – 34.9%) due to these reduced 3rd party pass through costs. 
This increased gross profit margin, together with careful and considered cost management, has ensured that the resulting profit before tax wasn’t impacted too much from the reduction in sales, reducing by £875,431 to £611,093 for the year to 31 December 2023. This has then filtered down to an overall reduction in the net profit margin of 3.1% to 5.3% (2022 – 8.4%)
 
During the year the business’s liquidity and cash flow remained strong enabling us to continue to invest in our team, hardware, software, and services, all whilst carefully controlling the cost base. The significant time invested in pitch work and getting closer to our existing clients during 2023 has resulted in the award of several multiyear contracts for some key clients and well-known global brands. We will continue to develop and build on these successes to further grow and develop over the coming years. 
A key strategic focus for the business during 2023 was working towards delivering environmentally friendly and sustainable events. The business is proud to have achieved IS20121 in Sustainable Event Management, in addition to a silver award by EcoVardis, this to manage and control the social, economic, and environmental impact of our events, in addition to offsetting our carbon footprint by investing in and supporting the UK’s various reforestation schemes.

Page 1

 
Fresh Approach (UK) Limited
 

Strategic Report (continued)
For the year ended 31 December 2023

Principal risks and uncertainties
 
The events, marketing and corporate communications industry is one that is highly competitive which can subject the business to increased risk together with increased opportunities.  Although many of our clients are long-standing, these businesses will often put their services out for competitive review or will simply make cost savings internally and cancel events for a multitude of reasons.  
 
Our employees are the most important assets within the business and the retention and recruitment of high caliber talent is key to our future. This fresh talent is instrumental in delivering our creative services, building client relationships, and winning new business. We provide a competitive rewards package, a modern creative workspace and ongoing training and development programs. The loss of key talent could potentially impact the quality of services provided leading to a potentially damaged reputation, loss of clients and ultimately revenues. 
 
As the business trades in the service industry, and mainly the retail sector, the performance of the business will often depend on the financial health of its clients and the economic climate in which they may operate. The company seeks to mitigate these risks by operating across diverse sectors together with widening the current client base. 
 
 
Key performance indicators 
 
The business uses several financial and non-financial key performance indicators to monitor the business performance: 

 

2023
2022



Net current assets
£6,605,235
£6,081,961
Cash at bank and in hand
£486,801
£1,596,504
Current ratio
2.6
2.3
Gross margin
45.9%
34.9%
Operating margin
5.3%
8.4%
Adjusted EBITDA
£673,531
£1,541,774

This report was approved by the board and signed on its behalf.



A P Wilson
Director

Date: 7 June 2024

Page 2

 
Fresh Approach (UK) Limited
 
 
 
Directors' Report
For the year ended 31 December 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £488,051 (2022 - £1,276,444).

Dividends totalling £nil (2022: £nil) were paid during the year. The directors do not recommend the payment of a final dividend (2022: £nil).

Directors

The directors who served during the year were:

A P Wilson 
L Harris 
S Whittle 
L Lee 
K Clark 
K N Cockwill 

Future developments

Details of the likely future developments in the Company's business are included in the Strategic Report.

Page 3

 
Fresh Approach (UK) Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2023

Financial instruments

The Company's principal financial instruments comprise bank balances, trade creditors, trade debtors and intercompany
loans. The main purpose of these instruments is to finance the Company's operations.
The Company's approach to managing other risks applicable to the financial instruments concerned is shown below.
In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexible borrowing.  The company manages liquidity risk by ensuring there are sufficient funds to meet the payments. The intercompany loan has been extended to the Company's parent, and is repayable when finance is required by the Company. The directors are aware of the Company's finance requirements and have determined that these will only be repaid, in whole or in part, when finance is available.
Trade debtors are managed in respect of credit and cashflow 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 amounts due.

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no post balance sheet events.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





A P Wilson
Director

Date: 7 June 2024

Page 4

 
Fresh Approach (UK) Limited
 
 
 
Independent Auditors' Report to the Members of Fresh Approach (UK) Limited
 

Opinion


We have audited the financial statements of Fresh Approach (UK) Limited (the 'Company') for the year ended 31 December 2023, which comprise the statement of comprehensive income, the statement of financial position, the statement of cash flows, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 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 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 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 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 ReportOur 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.


Page 5

 
Fresh Approach (UK) Limited
 
 
 
Independent Auditors' Report to the Members of Fresh Approach (UK) Limited (continued)


Opinion 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report 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 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:


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 directors' responsibilities statement set out on page 3, 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 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 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 statement
 

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:

We identify and assess the risks of material misstatement of the financial statements whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
 
Page 6

 
Fresh Approach (UK) Limited
 
 
 
Independent Auditors' Report to the Members of Fresh Approach (UK) Limited (continued)


Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.

Audit response to risks identified
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments. 
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws
and regulations are from the events and transactions reflected in the financial statements, the less likely we would become
aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.


Page 7

 
Fresh Approach (UK) Limited
 
 
 
Independent Auditors' Report to the Members of Fresh Approach (UK) Limited (continued)


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.


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 2006Our 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.





John Glover (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG

7 June 2024
Page 8

 
Fresh Approach (UK) Limited
 
 
Statement of Comprehensive Income
For the year ended 31 December 2023

2023
2022
Note
£
£

  

Turnover
 4 
11,467,268
17,779,150

Cost of sales
  
(6,201,104)
(11,567,570)

Gross profit
  
5,266,164
6,211,580

Administrative expenses
  
(4,661,200)
(4,724,053)

Operating profit
 5 
604,964
1,487,527

Interest receivable and similar income
 9 
8,180
4,339

Interest payable and similar expenses
 10 
(2,051)
(5,342)

Profit before tax
  
611,093
1,486,524

Tax on profit
 11 
(123,042)
(210,080)

Profit for the financial year
  
488,051
1,276,444

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 13 to 27 form part of these financial statements.

Page 9

 
Fresh Approach (UK) Limited
Registered number: 05210250

Statement of Financial Position
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
96,849
132,072

Current assets
  

Stocks
 13 
133,071
97,610

Debtors: amounts falling due within one year
 14 
10,050,758
8,930,325

Cash at bank and in hand
 15 
486,801
1,596,504

  
10,670,630
10,624,439

Creditors: amounts falling due within one year
 16 
(4,065,395)
(4,542,478)

Net current assets
  
 
 
6,605,235
 
 
6,081,961

Total assets less current liabilities
  
6,702,084
6,214,033

  

Net assets
  
6,702,084
6,214,033


Capital and reserves
  

Called up share capital 
 18 
1,039
1,039

Share premium account
 19 
16,380
16,380

Capital redemption reserve
 19 
53
53

Profit and loss account
 19 
6,684,612
6,196,561

  
6,702,084
6,214,033


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



A P Wilson
Director

Date: 7 June 2024

The notes on pages 13 to 27 form part of these financial statements.

Page 10

 
Fresh Approach (UK) Limited
 

Statement of Changes in Equity
For the year ended 31 December 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
1,039
16,380
53
4,920,117
4,937,589


Comprehensive income for the year

Profit for the year
-
-
-
1,276,444
1,276,444
Total comprehensive income for the year
-
-
-
1,276,444
1,276,444


At 1 January 2023
1,039
16,380
53
6,196,561
6,214,033


Comprehensive income for the year

Profit for the year
-
-
-
488,051
488,051
Total comprehensive income for the year
-
-
-
488,051
488,051


At 31 December 2023
1,039
16,380
53
6,684,612
6,702,084


Page 11

 
Fresh Approach (UK) Limited
 

Statement of Cash Flows
For the year ended 31 December 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
488,051
1,276,444

Adjustments for:

Depreciation of tangible assets
68,567
84,249

Interest paid
2,051
5,342

Interest received
(8,180)
(4,339)

Taxation charge
123,042
210,080

(Increase)/decrease in stocks
(35,461)
20,964

(Increase)/decrease in debtors
(359,689)
191,228

(Increase) in amounts owed by groups
(760,380)
(2,893,647)

(Decrease)/increase in creditors
(438,067)
740,601

Corporation tax (paid)
(155,130)
(149,999)

Net cash generated from operating activities

(1,075,196)
(519,077)


Cash flows from investing activities

Purchase of tangible fixed assets
(33,344)
(35,728)

Interest received
8,180
4,339

HP interest paid
(1,256)
(4,554)

Net cash from investing activities

(26,420)
(35,943)

Cash flows from financing activities

Repayment of/new finance leases
(7,292)
(26,786)

Interest paid
(795)
(788)

Net cash used in financing activities
(8,087)
(27,574)

Net (decrease) in cash and cash equivalents
(1,109,703)
(582,594)

Cash and cash equivalents at beginning of year
1,596,504
2,179,098

Cash and cash equivalents at the end of year
486,801
1,596,504


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
486,801
1,596,504

486,801
1,596,504


The notes on pages 13 to 27 form part of these financial statements.

Page 12

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

1.


General information

Fresh Approach (UK) Limited is a private company limited by members capital incorporated in England and Wales. The address of the registered office and principal place of business is Fin House, 1 Oakwater Avenue, Cheadle Royal  Business Park, Cheadle, Cheshire, SK8 3SR. The company's registration number is 05210250. 
The nature of the company's operation and principal activity is that of the creation and delivery of creative communications through live events, strategy and content, experiential, design, film, digital and exhibitions.

2.Accounting policies

  
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Fresh Approach (UK) Holdings Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.

Page 13

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
When the outcome of contracts can be estimated reliably, contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion at the end of the reporting period.
Reliable estimation of the outcome of contracts requires reliable estimates of the stage of completion, future costs, and collectability of billings.
When the outcome of a contract cannot be estimated reliably, revenue is only recognised to the extent of contract costs incurred that it is probable will be recoverable.
When it is probable that the total contract costs will exceed total contract revenue on a contract, the expected loss shall be recognised as an expense immediately, with a corresponding provision for an onerous contract. Revenue in respect of variations to contracts and incentive payments is recognised when it is probable it will be agreed by the customer.
Where costs incurred plus recognised profits less recognised losses exceed progress billing, the balance is shown within debtors. Where progress billings exceed costs incurred plus recognised profits less recognised losses, the balance is shown within creditors.

Page 14

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
10% straight line
Plant and machinery
-
25% straight line
Motor vehicles
-
25% straight line
Fixtures and fittings
-
20/25% straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Stocks and work in progress

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.14

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 16

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

  
2.16

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except that a change attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the statement of financial position date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's statement of financial position 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.

Page 17

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.17
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, and loans to related parties.
 
Page 18

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.17
Financial instruments (continued)

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. 
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
Management discussed with the directors the development, selection and disclosure of the Company's critical accounting policies and estimates and the application of these policies and estimates. The key sources of estimation, uncertainty and critical accounting judgements in applying the Company's policies are discussed below:
Revenue recognition and work in progress
The Company's revenue recognition and margin recognition policies, which are set out in note 2.4, are central to how the Company values the work it has carried out in each financial year. These policies require forecasts to be made of contract outcomes, which require assessment and judgements to be made in respect of budgeted costs and final margins. The Company reviews and, when necessary, revises the estimates of revenue and costs as the contract progresses.

Page 19

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Creation and production of brand experiences
11,467,268
17,779,150


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
11,093,370
16,598,317

Rest of Europe
373,898
564,432

Rest of the world
-
616,401

11,467,268
17,779,150



5.


Operating profit

The operating profit is stated after charging/(crediting):

2023
2022
£
£

Exchange differences
4,311
(25,113)

Operating lease rentals - Land and buildings
315,909
312,087

Operating lease rentals - Other
37,838
35,491


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
9,300
8,950

Fees payable to the Company's auditors for taxation compliance
3,380
3,250

Page 20

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
3,119,614
3,151,884

Social security costs
313,351
334,596

Cost of defined contribution scheme
108,954
131,755

3,541,919
3,618,235


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Administration and support
6
6



Account management, creative and delivery
69
73



Directors
6
6

81
85


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
372,682
393,085

Company contributions to defined contribution pension schemes
17,507
52,578

390,189
445,663


During the year retirement benefits were accruing to 3 directors (2022 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £116,894 (2022 - £113,017).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 (2022 - £26,077).

Page 21

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

9.


Interest receivable

2023
2022
£
£


Other interest receivable
8,180
4,339


10.


Interest payable and similar expenses

2023
2022
£
£


Finance leases and hire purchase contracts
1,256
4,554

Other interest payable
795
788

2,051
5,342
Page 22

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
78,276
253,172

Adjustments in respect of previous periods
45,130
(20,367)

Total current tax
123,406
232,805

Deferred tax


Origination and reversal of timing differences
(364)
(22,725)


Taxation on profit on ordinary activities
123,042
210,080

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
611,093
1,486,524


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
143,729
282,440

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(2,792)
4,014

Capital allowances for year in excess of depreciation
-
(1,097)

Adjustments to tax charge in respect of prior periods
45,130
(20,367)

Short term timing difference leading to an increase (decrease) in taxation
-
(7,569)

Other timing differences leading to an increase (decrease) in taxation
(19)
(45,130)

Super deduction
(297)
(2,211)

Group relief
(62,709)
-

Total tax charge for the year
123,042
210,080


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

12.


Tangible fixed assets





Leasehold improvements
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
182,757
19,389
7,690
1,428,976
1,638,812


Additions
-
-
6,950
26,394
33,344


Disposals
(182,757)
(19,389)
(7,690)
(1,108,833)
(1,318,669)



At 31 December 2023

-
-
6,950
346,537
353,487



Depreciation


At 1 January 2023
182,757
19,389
7,690
1,296,904
1,506,740


Charge for the year
-
-
145
68,421
68,566


Disposals
(182,757)
(19,389)
(7,690)
(1,108,832)
(1,318,668)



At 31 December 2023

-
-
145
256,493
256,638



Net book value



At 31 December 2023
-
-
6,805
90,044
96,849



At 31 December 2022
-
-
-
132,072
132,072

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Furniture, fittings and equipment
-
3,683


13.


Stocks

2023
2022
£
£

Work in progress
133,071
97,610


Page 24

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

14.


Debtors

2023
2022
£
£


Trade debtors
2,851,163
2,455,253

Amounts owed by group undertakings
6,314,932
5,554,552

Other debtors
6,322
4,532

Prepayments and accrued income
823,729
850,875

Amounts recoverable on long term contracts
49,675
60,540

Deferred taxation
4,937
4,573

10,050,758
8,930,325


Amounts due from group undertakings are repayable on demand, unsecured and bear no interest.


15.


Cash

2023
2022
£
£

Cash at bank and in hand
486,801
1,596,504



16.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,999,198
1,675,531

Corporation tax
266,579
298,303

Other taxation and social security
449,005
476,163

Obligations under finance lease and hire purchase contracts
-
7,292

Other creditors
20,500
84,168

Accruals and deferred income
1,330,113
2,001,021

4,065,395
4,542,478


Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

Page 25

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

17.


Deferred taxation




2023
2022


£

£






At beginning of year
4,573
(18,152)


Credited to profit or loss
364
22,725



At end of year
4,937
4,573

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(21,526)
(29,742)

Other timing differences
26,463
34,315

4,937
4,573


18.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



103,916 (2022 - 103,916) Ordinary shares of £0.01 each
1,039
1,039



19.


Reserves

Share premium account

The share premium account includes premiums received on issue of share capital, net of share issue costs.

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares. 

Profit and loss account

Profit and loss account includes all current retained profit and losses.

Page 26

 
Fresh Approach (UK) Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2023

20.


Contingent liabilities

The company has given a cross-guarantee over its assets in respect of loan notes issued by its parent company, Fresh Approach (UK) Holdings Limited, which are secured by a debenture over the assets of the group. The amount outstanding on these loan notes at 31 December 2023 was £2,986,484 (2022: £3,155,858).


21.


Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £108,954 (2022: £131,755). Contributions totalling £20,500  (2022: £51,907) were payable to the fund at the balance sheet date and are included in creditors. 


22.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£

Land and buildings


Not later than 1 year
166,610
320,465

Later than 1 year and not later than 5 years
82,143
248,753

248,753
569,218

2023
2022

£
£

Other


Not later than 1 year
19,411
30,470

Later than 1 year and not later than 5 years
15,909
16,770

35,320
47,240


23.


Related party transactions

The company has taken advantage of the exemption from disclosing transactions with other companies that are wholly owned within the same group.


24.


Controlling party

The ultimate parent undertaking and controlling party is Fresh Approach (UK) Holdings Limited, a company incorporated in England and Wales, registration number 9005926. There is no overall controlling party of Fresh Approach (UK) Holdings Limited.
 
Page 27