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Registered number: 09005926









Fresh Approach (UK) Holdings Limited









Annual Report and Consolidated Financial Statements

For the Year Ended 31 December 2023

 
Fresh Approach (UK) Holdings Limited
 
 
Company Information


Directors
A P Wilson 
L Harris 
K N Cockwill 




Registered number
09005926



Registered office
Union
2-10 Albert Square

Manchester

M2 6LW




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Fresh Approach (UK) Holdings Limited
 

Contents



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Consolidated Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 34


 
Fresh Approach (UK) Holdings Limited
 
 
Group Strategic Report
For the Year Ended 31 December 2023

The directors present their strategic report for the year ended 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%)
 
The group EBITDA in the year to 31 December 2023 was £619,193, a reduction of £663,332 from £1,282,525 in the year to 31 December 2022. The reported group profit and loss account shows a loss before tax of £534,675 (2022 – profit £993,763). The 2022 profits were higher due to an exceptional £1,215,656 of accrued loan note interest written off in the year. The amortisation of the goodwill arising on consolidation continues at £879,148 (2022 - £879,148) per annum. 
The outstanding loan notes totaling of £5,200,339 (2022 - £5,492,183) are presented in the balance sheet as being repayable in more than 1 year. The holders of these notes have confirmed that they will not require redemption of the loan notes for the foreseeable future and for a minimum of a rolling 12 months. Following the debt restructure in 2022, monthly repayments have been made throughout 2023 and are expected to continue for the foreseeable future providing cash reserves allow. 
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 and servicing the debt. 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) Holdings Limited
 

Group 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: 

Financial key performance indicators
 

2023
2022



Current ratio
1.07
1.07
Gross margin
45.9%
34.9%
EBITDA
£619,193
£1,282,525
Cash at bank
£486,801
£1,596,504



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) Holdings 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 Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £657,703 (2022 - profit £680,728).

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 
K N Cockwill 

Future developments

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

Page 3

 
Fresh Approach (UK) Holdings Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2023

Financial instruments

The Group's principal financial instruments comprise bank balances, trade creditors, trade debtors and loan note instruments. 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.
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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

Details regarding post balance sheet events affecting the Group are included in the Strategic Report.

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

Opinion


We have audited the financial statements of Fresh Approach (UK) Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The 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) Holdings Limited
 
 
 
Independent Auditors' Report to the Members of Fresh Approach (UK) Holdings 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 Group 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:
Page 6

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


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:
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.
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.
 
Page 7

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


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.


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
Cheshire
SK1 3GG

7 June 2024
Page 8

 
Fresh Approach (UK) Holdings Limited
 
 
Consolidated 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
  
(5,594,686)
(5,892,451)

Operating (loss)/profit
 5 
(328,522)
319,129

Interest receivable and similar income
 9 
8,180
1,219,995

Interest payable and similar expenses
 10 
(214,333)
(545,361)

(Loss)/profit before taxation
  
(534,675)
993,763

Tax on (loss)/profit
 11 
(123,042)
(313,035)

(Loss)/profit for the financial year
  
(657,717)
680,728

(Loss)/profit for the year attributable to:
  

Owners of the parent Company
  
(657,717)
680,728

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

The notes on pages 16 to 34 form part of these financial statements.

Page 9

 
Fresh Approach (UK) Holdings Limited
Registered number: 09005926

Consolidated Statement of Financial Position
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
366,315
1,245,463

Tangible assets
 13 
96,849
132,072

  
463,164
1,377,535

Current assets
  

Stocks
 15 
133,071
97,610

Debtors: amounts falling due within one year
 16 
3,862,797
3,502,744

Cash at bank and in hand
 17 
486,801
1,596,504

  
4,482,669
5,196,858

Creditors: amounts falling due within one year
 18 
(4,182,494)
(4,861,493)

Net current assets
  
 
 
300,175
 
 
335,365

Total assets less current liabilities
  
763,339
1,712,900

Creditors: amounts falling due after more than one year
 19 
(5,200,339)
(5,492,183)

Provisions for liabilities
  

Net liabilities
  
(4,437,000)
(3,779,283)


Capital and reserves
  

Called up share capital 
 22 
502,833
502,833

Share premium account
  
4,444,653
4,444,653

Profit and loss account
  
(9,384,486)
(8,726,769)

  
(4,437,000)
(3,779,283)


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 16 to 34 form part of these financial statements.

Page 10

 
Fresh Approach (UK) Holdings Limited
Registered number: 09005926

Company Statement of Financial Position
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 14 
10,457,065
10,457,065

Current assets
  

Debtors: amounts falling due within one year
 16 
126,971
126,971

Creditors: amounts falling due within one year
 18 
(6,432,031)
(5,873,567)

Net current liabilities
  
 
 
(6,305,060)
 
 
(5,746,596)

Total assets less current liabilities
  
4,152,005
4,710,469

  

Creditors: amounts falling due after more than one year
 19 
(5,200,339)
(5,492,183)

  

Net liabilities
  
(1,048,334)
(781,714)


Capital and reserves
  

Called up share capital 
 22 
502,833
502,833

Share premium account
  
4,444,653
4,444,653

Profit and loss account
  
(5,995,820)
(5,729,200)

  
(1,048,334)
(781,714)


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 16 to 34 form part of these financial statements.

Page 11

 
Fresh Approach (UK) Holdings Limited
 

Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2023


Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£

At 1 January 2022
552,030
674,437
(9,407,497)
(8,181,030)
(8,181,030)


Comprehensive deficit for the year

Profit for the year
-
-
680,728
680,728
680,728


Contributions by and distributions to owners

Shares issued during the year
15,008
3,770,216
-
3,785,224
3,785,224

Shares cancelled during the year
(64,205)
-
-
(64,205)
(64,205)


Total transactions with owners
(49,197)
3,770,216
-
3,721,019
3,721,019


At 1 January 2023
502,833
4,444,653
(8,726,769)
(3,779,283)
(3,779,283)


Comprehensive deficit for the year

Loss for the year
-
-
(657,717)
(657,717)
(657,717)


At 31 December 2023
502,833
4,444,653
(9,384,486)
(4,437,000)
(4,437,000)


Page 12

 
Fresh Approach (UK) Holdings Limited
 

Company Statement of Changes in Equity
For the Year Ended 31 December 2023


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

£
£
£
£

At 1 January 2022
552,030
674,437
(6,012,632)
(4,786,165)


Comprehensive deficit for the period

Profit for the year
-
-
283,432
283,432


Contributions by and distributions to owners

Shares issued during the year
15,008
3,770,216
-
3,785,224

Shares cancelled during the year
(64,205)
-
-
(64,205)


Total transactions with owners
(49,197)
3,770,216
-
3,721,019


At 1 January 2023
502,833
4,444,653
(5,729,200)
(781,714)


Comprehensive deficit for the year

Loss for the year
-
-
(266,620)
(266,620)


At 31 December 2023
502,833
4,444,653
(5,995,820)
(1,048,334)


Page 13

 
Fresh Approach (UK) Holdings Limited
 

Consolidated Statement of Cash Flows
For the Year Ended 31 December 2023

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(657,717)
680,728

Adjustments for:

Amortisation of intangible assets
879,148
879,148

Depreciation of tangible assets
68,567
84,249

Interest paid
214,333
12,655

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

Taxation charge
123,042
313,035

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

(Increase)/decrease in debtors
(359,689)
186,066

(Decrease)/increase in creditors
(639,985)
33,819

Corporation tax (paid)
(155,128)
(149,999)

Net cash (used in)/generated from operating activities

(571,070)
2,056,326

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 used in investing activities

(26,420)
(35,943)

Cash flows from financing activities

Repayment of other loans
(291,844)
(2,568,090)

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

Interest paid
(213,077)
(8,101)

Net cash used in financing activities
(512,213)
(2,602,977)

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 16 to 34 form part of these financial statements.

Page 14

 
Fresh Approach (UK) Holdings Limited
 

Consolidated Analysis of Net Debt
For the Year Ended 31 December 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

1,596,504

(1,109,703)

486,801

Debt due after 1 year

(5,492,183)

291,844

(5,200,339)

Finance leases

(7,292)

7,292

-


(3,902,971)
(810,567)
(4,713,538)

The notes on pages 16 to 34 form part of these financial statements.

Page 15

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

1.


General information

Fresh Approach (UK) Holdings 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 09005926. 
The nature of the group's operation and principal activity is that of the creation and delivery of creative communications through live events, experiential, film, digital, content, exhibitions and design. The nature of the company's operation and principal activity is that of a holding company.

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 October 2014.

  
2.3

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 FRS 102 ''The Financial Reporting Standard applicable in the UK and Republic of Ireland'':
- The requirement of Section 7 Statement of Cash Flows;
- The requirement of Section 3 Financial Statement Presentation paragraph 3.17 (d).
The Company's information is included in the consolidated financial statements.

Page 16

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.4

Going concern

The directors have presented the financial statements on a going concern basis which assumes the group will have sufficient resources to meet liabilities as they fall due.
During the year ended 31 December 2023, the group reported a loss of £657,703 (
2022: profit of £680,728) and net liabilities totalled £4,436,986 at 31 December 2023 (2022: £3,779,283).
At 31 December 2023, the company had net current liabilities of £6,305,060 (
2022: £5,746,596) and net lliabilities of £1,048,334 (2022: £781,714).
Parent company loan notes totalling £6,560,273 were repayable on 3 June 2019, originally with interest charged at 8%. Whilst interest was being charged on the loan notes, it was not paid. In prior year ended 31 December 2022, a debt restructuring was undertaken to reduce the group’s indebtedness through the repayment, write off and capitalisation of loan note principal and accrued interest. As part of this restructuring, interest on the loan notes was decreased to 4%, and it was agreed that repayments will be made on a notional basis when profits were available.
Loan note holders have confirmed that they will not require the redemption of the loan notes for the foreseeable future. Therefore the loan notes have been classified as 'amounts falling due after more than one year' in the balance sheet at 31 December 2023.
The directors have prepared profit and cash flow forecasts covering the next three years. The directors believe that the assumptions underlying their forecasts are reasonable and accordingly that the group can continue for the foreseeable future to discharge their liabilities as and when they fall due. The financial statements have therefore been prepared on a going concern basis and have considered the current financial position of the group and reviewed projected performance for a period of 12 months from the date of approval of the financial statements.

Page 17

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.5

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 Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.6

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 18

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.7

Operating leases: the Group 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.

 
2.8

Leased assets: the Group 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.

 
2.9

Interest income

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

 
2.10

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.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 19

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge 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 and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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.

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years

Page 20

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.14

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:

Long-term leasehold property
-
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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.16

Stocks

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.

 
2.17

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.

 
2.18

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.


Page 21

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.19

Creditors

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

 
2.20

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.


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 Group'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 Group'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 2.6, 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 22

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

4.


Turnover

The whole of the turnover is attributable to the creation and production of brand experiences.

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 (loss)/profit

The operating profit/(loss) 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 Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
16,500
15,900

Fees payable to the Company's auditors in respect of:

Taxation compliance services
4,500
4,200

Page 23

 
Fresh Approach (UK) Holdings 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
3,212,507
3,263,068

Social security costs
347,245
366,187

Cost of defined contribution scheme
122,954
155,633

3,682,706
3,784,888

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

The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
266,869
239,824

Group contributions to defined contribution pension schemes
14,000
23,878

280,869
263,702


During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £139,975 (2022 - £133,433).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £14,000 (2022 - £23,878).

Page 24

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

9.


Interest receivable

2023
2022
£
£


Other interest receivable
8,180
1,219,995


10.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
212,282
540,019

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

Other interest payable
795
788

214,333
545,361

Page 25

 
Fresh Approach (UK) Holdings 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
356,127

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

Total current tax
123,406
335,760

Deferred tax


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


Taxation on profit on ordinary activities
123,042
313,035

Factors affecting tax charge for the year

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

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(534,675)
993,763


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(125,756)
188,815

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(2,792)
45,149

Utilisation of tax losses
-
(11,594)

Change in tax rates
-
(1,096)

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)

Goodwill amortisation on consolidation
206,776
167,038

Total tax charge for the year
123,042
313,035


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

12.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2023
8,855,320


Disposals
(63,837)



At 31 December 2023

8,791,483



Amortisation


At 1 January 2023
7,609,857


Charge for the year
879,148


On disposals
(63,837)



At 31 December 2023

8,425,168



Net book value



At 31 December 2023
366,315



At 31 December 2022
1,245,463



Page 27

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

13.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost


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

Page 28

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 January 2023
10,457,065



At 31 December 2023
10,457,065





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Fresh Approach (UK) Limited
Fin House, Cheadle Royal Business Park, Cheadle, Chesihre, SK8 3SR
Creation and delivery of creative communications
Ordinary
100%


15.


Stocks

Group
Group
2023
2022
£
£

Work in progress
133,071
97,610


Page 29

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


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

Other debtors
133,293
131,503
126,971
126,971

Prepayments and accrued income
823,729
850,875
-
-

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

Deferred taxation
4,937
4,573
-
-

3,862,797
3,502,744
126,971
126,971


Included within other debtors due within one year are loans to directors amounting to £112,415 (2022: £112,415). These are discussed in more detail in note 28. 


17.


Cash

Group
Group
2023
2022
£
£

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



18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

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

Amounts owed to group undertakings
-
-
6,314,932
5,554,552

Corporation tax
369,536
401,258
102,957
102,955

Other taxation and social security
449,005
476,163
-
-

HP liabilities and finance leases
-
7,292
-
-

Other creditors
20,500
84,168
-
-

Accruals and deferred income
1,344,255
2,217,081
14,142
216,060

4,182,494
4,861,493
6,432,031
5,873,567


Net obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
Amounts owed to group undertakings are repayable on demand, unsecured and bear no interest.

Page 30

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

19.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
5,200,339
5,492,183
5,200,339
5,492,183


Other loans are detailed out on note 20.


20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due 1-2 years

Loan notes
5,200,339
5,492,183
5,200,339
5,492,183


Terms
In the year ended 31 December 2022, a debt restructuring was undertaken to reduce the group’s indebtedness through the repayment, write off and capitalisation of loan note principal and accrued interest. As part of this restructuring, interest on the loan notes was decreased to 4%, and it was agreed that repayments will be made on a notional basis when profits were available.
Disclosure
Loan note holders have confirmed that they will not require the redemption of the loan notes for the foreseeable future. Therefore the loan notes have been classified as 'amounts falling due after more than one year' in the balance sheet at 31 December 2023.
Security
Loan notes of £2,986,484 (2022: £3,155,858) are secured by a debenture over the group's assets.

Page 31

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

21.


Deferred taxation


Group



2023
2022


£

£



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


Charged to profit or loss
364
22,725



At end of year
4,937
4,573

The deferred tax asset is made up as follows:

Group
Group
2023
2022
£
£

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

Other timing differences
26,463
34,315

4,937
4,573


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



172,368 (2022 - 172,368) A ordinary shares of £0.01 each
1,724
1,724
149,702 (2022 - 149,702) B ordinary shares of £1.00 each
149,702
149,702
341,322 (2022 - 341,322) C ordinary shares of £1.00 each
341,322
341,322
534,136 (2022 - 534,136) D ordinary shares of £0.01 each
5,341
5,341
474,360 (2022 - 474,360) Deferred shares shares of £0.01 each
4,744
4,744

502,833

502,833

The A ordinary, B ordinary, C ordinary and D ordinary shares are non-redeemable but hold full rights in respect of voting, and entitle the holder to full participation in respect of equity and in the event of a winding up of the company.


Page 32

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

23.


Reserves

Share premium
The share premium account includes premiums received on issue of share capital, net of share issue costs.
Profit and loss account
Profit and loss account includes all current retained profit and losses.


24.


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 £122,954 (2022: £155,633). Contributions totalling £20,500  (2022: £51,907) were payable to the fund at the balance sheet date and are included in creditors. 


25.


Commitments under operating leases

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


Group
Group
2023
2022
£
£


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
Group
Group
2023
2022
£
£

  

Not later than 1 year
  
19,411
30,470

Later than 1 year and not later than 5 years
  
15,909
16,210

  
35,320
46,680


26.


Transactions with directors

A director has a director's loan account with the company. There has been no movement on the loan account during the year. At the balance sheet date the amount due was £37,576 (2022: £37,576).
The directors' loans are interest free and repayable on demand.

Page 33

 
Fresh Approach (UK) Holdings Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

27.


Related party transactions

Key management compensation totalled £250,603 (2022: £293,791).

 
Page 34