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Registered number: SC423357












NOE AND ASSOCIATES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

NOE AND ASSOCIATES LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 4
Directors' report
 
5
Directors' responsibilities statement
 
6
Independent auditor's report
 
7 - 10
Profit and loss account
 
11
Balance sheet
 
12 - 13
Statement of changes in equity
 
14
Notes to the financial statements
 
15 - 34


 

NOE AND ASSOCIATES LIMITED
 
COMPANY INFORMATION


Directors
M Noe 
Together Group Ventures & Projects Limited 
R Noe 
Together Group Studios Limited 




Company secretary
R Noe



Registered number
SC423357



Registered office
Consilium
169 West George Street

Glasgow

G2 2LB




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

NOE AND ASSOCIATES LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Principal activity

The company's principal trade is to provide strategy, design, identity and content services for brands.  

Competitive Landscape

Noe & Associates Limited faces competition from both global giants and niche, specialised firms. The company’s competitive advantage lies in its ability to combine strategic marketing expertise with innovative digital solutions, providing clients with a comprehensive service offering that addresses both traditional and modern business challenges.

Business Strategy

For 2023, Noe & Associates focused on the following strategic objectives:

Expansion into the Luxury Hospitality Sector: Successfully broaden our client base by entering the luxury hospitality sector, won prestigious hotel projects. This strategic move allowed us to leverage our expertise in branding and communication while tapping into a high-growth, premium market segment, further enhancing the company's reputation and revenue streams.
Operational Efficiency: Streamline internal processes through technology investments to improve service delivery efficiency and client satisfaction.
Talent Development: Attract, develop, and retain top talent to maintain a high level of expertise and innovation within the firm.

Financial performance
 
Key Financial Metrics
For 2023 Noe & Associates reported the following key financial metrics:
Turnover: £11.2 million, representing a 20.3% decrease from the previous year (2022: £14.0 million).
The decrease in turnover in 2023 is primarily due to a change in the structure of the company’s operations with its subsidiary company Noe & Associates Inc., including amendments to the company's transfer pricing methodology. During 2022, Noe & Associates Inc. operated primarily in a supporting role to Noe & Associates Limited, facilitating the fulfillment of client contracts where the UK entity acted as the principal. In 2023, the operational model of Noe & Associates Inc. was restructured, enabling the entity to independently engage in client contracts as a principal, thereby transitioning from a purely supportive function to a direct operational role. 
Previously, in 2022, operating costs  of Noe & Associates Inc. (plus a markup) amounting to £5.7 million were being recharged to the company. In 2023, the methodology was adjusted so that the company collected all central costs and recharged them to the respective subsidiaries and related group entities, including a markup. This shift resulted in other operating income for 2023 of £1.6 million. The change in financial structuring better aligns with long-term strategic goals and ensures improved transparency in cost allocation across the group.
Gross Profit: £6.7 million, representing a 8.5% increase from the previous year (2022: £6.1 million).
This increase in gross profit reflects the company’s ability to enhance operational efficiency and scale delivery across a growing number of projects. Despite the overall decline in turnover, Noe & Associates was able to improve its margins by focusing on higher-value service offerings and maintaining cost discipline. The increase in gross profit demonstrates resilience in the company’s core operations and its ability to extract more value from each engagement.
 
Page 2

 

NOE AND ASSOCIATES LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial performance (continued)
Operating Profit:
 £2.7 million, reflecting a 2.9% increase from the previous year (2022: £2.6 million).
The growth in operating profit is primarily due to the increased volume of projects completed during the year, coupled with the company’s enhanced operational efficiencies. By improving project delivery timelines and optimizing resource allocation, Noe & Associates successfully managed the impact of salary inflation and contained its overhead costs. This result underscores the company’s strategic focus on operational excellence and cost management.
Profit After Tax: £2.3 million, flat compared to the previous year (2022: £2.4 million).
Despite the growth in operating profit, profit after tax remained flat due to higher tax liabilities.
Strategic Priorities For The Future
Noe & Associates aims to build on its success by focusing on the following priorities:

1.Further Market Expansion: Target additional markets in Asia.
2.Innovation: Invest in new technologies to enhance service delivery and client engagement.
3.Client Relationships: Strengthen client relationships through personalized service and value-added     offerings.
4.Service Line Expansion: Expand our portfolio by adding new service lines, such as interior design, experiential and marketing plans, to diversify revenue streams and provide comprehensive solutions to clients.

Principal risks and uncertainties
 
Market Risk
Economic downturns or changes in client industries could lead to reduced demand for brand consultancy services. To mitigate this risk, Noe & Associates is diversifying its client base and service offerings.
Competitive Risk
The consultancy market is highly competitive, with the risk of losing market share to existing or new entrants. The company is addressing this risk by continuously innovating its service portfolio and maintaining high standards of client service.
Key Talent Risk
The success of Noe & Associates is highly dependent on the skills, expertise, and creativity of its employees. The brand consultancy sector faces intense competition for top talent, and there is a risk of losing key personnel to competitors or failing to attract the right talent to support business growth. Additionally, high turnover could disrupt client relationships and service delivery.
To mitigate this risk, Noe & Associates is committed to maintaining a strong employee value proposition by offering competitive compensation packages, clear career development pathways, and a supportive work environment. The company also invests in ongoing professional development and employee engagement programs to retain and motivate key talent.
 
Page 3

 

NOE AND ASSOCIATES LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties (continued)
Foreign Exchange Risk
Noe & Associates operates in multiple countries and serves clients in regions outside of its main operational hubs. As a result, the company enters into contracts in various currencies, exposing it to foreign exchange risk. Fluctuations in exchange rates between the currencies in which we invoice clients and those in which we incur costs could impact profitability.
To mitigate this risk, Noe & Associates closely monitors currency movements and may hedge significant foreign exchange exposures through financial instruments when appropriate. Additionally, where possible, we aim to structure contracts in currencies aligned with our operational costs to minimize potential exchange rate mismatches.


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



M Noe
Director

Date: 18 October 2024

Page 4

 

NOE AND ASSOCIATES 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.

Results and dividends

The profit for the year, after taxation, amounted to £2,337,290 (2022 - £2,350,878).

The directors have not declared a dividend during the year or the prior year.

Directors

The directors who served during the year were:

M Noe 
Together Group Ventures & Projects Limited 
R Noe (appointed 30 November 2023)
K Shah (appointed 30 November 2023, resigned 5 April 2024)
Together Group Studios Limited (appointed 30 November 2023)

Matters covered in the Strategic report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

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





M Noe
Director

Date: 18 October 2024

Page 5

 

NOE AND ASSOCIATES LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

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 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

select suitable accounting policies and then apply them consistently;

make judgments 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 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.

Page 6

 

NOE AND ASSOCIATES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOE AND ASSOCIATES LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of Noe and Associates Limited (the 'company') for the year ended 31 December 2023, which comprise the profit and loss account, the balance sheet, 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 101 ‘Reduced Disclosure Framework’ (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 Auditor's 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.


Page 7

 

NOE AND ASSOCIATES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOE AND ASSOCIATES LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.


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 6, 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.


Page 8

 

NOE AND ASSOCIATES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOE AND ASSOCIATES LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and employment legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
 
To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
 
Page 9

 

NOE AND ASSOCIATES LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOE AND ASSOCIATES LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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





Thomas Dickinson (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
28 October 2024
Page 10

 

NOE AND ASSOCIATES LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
11,159,952
14,005,920

Cost of sales
  
(4,495,541)
(7,866,726)

Gross profit
  
6,664,411
6,139,194

Administrative expenses
  
(5,602,024)
(3,534,377)

Other operating income
 5 
1,616,703
-

Operating profit
 6 
2,679,090
2,604,817

Interest payable and similar expenses
 9 
(36,404)
-

Profit before taxation
  
2,642,686
2,604,817

Tax on profit
 10 
(305,396)
(253,939)

Profit for the financial year
  
2,337,290
2,350,878

The profit and loss account has been prepared on the basis that all activities are continuing operations.
There are no items of other comprehensive income for either the year or the prior year other than the profit for the year. As a result, no separate statement of comprehensive income has been presented.

Page 11


 
REGISTERED NUMBER:SC423357
NOE AND ASSOCIATES LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
1,672,860
63,558

Investments
 12 
3,224
3,224

  
1,676,084
66,782

Current assets
  

Debtors: amounts falling due within one year
 13 
7,279,880
5,616,656

Cash at bank and in hand
 14 
836,755
1,578,793

  
8,116,635
7,195,449

Creditors: amounts falling due within one year
 15 
(4,994,977)
(5,678,700)

Net current assets
  
 
 
3,121,658
 
 
1,516,749

Total assets less current liabilities
  
4,797,742
1,583,531

Creditors: amounts falling due after more than one year
  
(786,000)
-

  
4,011,742
1,583,531

Provisions for liabilities
  

Deferred taxation
 19 
(90,271)
(15,674)

Other provisions
 20 
(16,324)
-

  
 
 
(106,595)
 
 
(15,674)

Net assets
  
3,905,147
1,567,857

Page 12


 
REGISTERED NUMBER:SC423357
NOE AND ASSOCIATES LIMITED
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 21 
712
712

Capital redemption reserve
 22 
10
10

Profit and loss account
 22 
3,904,425
1,567,135

Total equity
  
3,905,147
1,567,857


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




M Noe
Director

Date: 18 October 2024

The notes on pages 15 to 34 form part of these financial statements.

Page 13

 

NOE AND ASSOCIATES LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


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

£
£
£
£


At 1 January 2022
712
10
(783,743)
(783,021)



Profit for the year
-
-
2,350,878
2,350,878



At 31 December 2022 and 1 January 2023
712
10
1,567,135
1,567,857



Profit for the year
-
-
2,337,290
2,337,290


At 31 December 2023
712
10
3,904,425
3,905,147


The notes on pages 15 to 34 form part of these financial statements.

Page 14

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Noe and Associates Limited provides brand strategy and consultancy, content and production services with a focus on premium brands, architecture and the built environment.
The company is a private company limited by shares incorporated in Scotland. The address of its registered office is Consilium, 169 West George Street, Glasgow, G2 2LB.
The company's financial statements are presented in Sterling (£), which is also the company's functional currency. Monetary amounts in these financial statements are rounded to the nearest £.

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The company was, at the end of the year, a subsidiary of TGHB2 Limited, whose registered address is North Suite Third Floor, 32/34 Great Marlborough Street, London, United Kingdom, W1F 7JB . The ultimate parent undertaking and for which group financial statements are drawn up and of which the company is a member is Together Group Holdings Plc, whose registered office address is North Suite Third Floor, 32/34 Great Marlborough Street, London, United Kingdom, W1F 7JB. In accordance with the exemption given in Section 400 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member


Page 15

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The directors of the controlling entity, Together Group Holdings Plc, have prepared forecasts until 31 December 2025 which show that the Group will have sufficient cash available from a combination of existing facilities and generated from its principal trading activity in order to settle liabilities in the due course of business and will maintain compliance with covenants with the borrowing facilities (a $55m borrowing facility entered into on 7 April 2023 which is due for repayment in quarterly instalments commencing on 31 March 2025 and a $65m borrowing facility entered into on 19 May 2024 which is due for repayment on 19 October 2029).
 
Group management has performed sensitivity analysis on these forecasts which show that if growth, which is forecast by the Group’s acquired agencies, were not achieved in the timeframe which is expected the Group would continue to maintain compliance with its borrowing covenants. 
 
Accordingly, the directors have prepared the financial statements on the going concern basis, notwithstanding the fact that the company has a deficiency on total equity at the end of the year, having assessed that the Group and the company has a reasonable expectation of continuing to settle liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements

 
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.

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered. Revenue is adjusted for amounts invoiced to customers in advance or arrears at both the beginning and end of the year, such that the revenue is recognised in line with the performance obligations under the contract.
Amounts invoiced to customers in advance of services under retainers are included within receivables until the promised services are transferred to the customer. 
The company does not expect to have any contracts where the period between the transfer of the promised services to the customer and payment by the customer exceeds one year. As a consequence, the company does not adjust any of the transaction prices for the time value of money.

Pass-through costs
Gross revenue comprises all amounts receivable exclusive of sales taxes. Pass-through costs incurred on behalf of clients where the company is acting as agent for the delivery of the recharged services are deducted from revenue presented in the financial statements.
Pass-through costs incurred on behalf of clients where the company is acting as principal for the delivery of the recharged services are presented as part of revenue in the financial statements.

Page 16

 

NOE AND ASSOCIATES 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 Sterling (£).

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.
Foreign exchange gains and losses are presented in the profit and loss account within 'administrative expenses'.

  
2.6

Leases

The company as a lessee

At the inception of the contact, the company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The company recognises a right-of-use asset and a lease liability at the commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement day and any initial direct costs, less any lease incentives received. The assets are depreciated over the shorter period of the lease term and useful life of the underlying asset on a straight line basis. The lease term includes periods covered by an option to extend if the company is reasonably certain to exercise that option.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, then the company uses its incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in the future lease payments arising in rate, extension or termination options.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected to apply the practical expedient not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.

Page 17

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

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 balance sheet. The assets of the plan are held separately from the company in independently administered funds.

 
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

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 balance sheet 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 balance sheet 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
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.

Page 18

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

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
-
Over the lease term
Fixtures and fittings
-
20%
straight-line
Computer equipment
-
33%
straight-line
Right-of-use assets
-
Over the lease term

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

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

Cash

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

Page 19

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.13

Financial instruments

The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Trade and other receivables
Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any subsequent impairment is recognised as an expense in profit or loss. If payment is due after more than one year or if there is any other indication of a financing transaction, trade and other receivables are recorded initially at fair value less attributable transaction costs. In this situation, fair value is equal to the amount expected to be received, discounted at a market related interest rate.
All trade and other receivables are subsequently measured at amortised cost, net of impairment.
Impairment and write-offs
The company makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for all trade receivables.
The company writes off a receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over one year past due, whichever occurs sooner. Financial assets written off are still subject to enforcement activities. Any recoveries made are recognised in profit or loss.
Financial liabilities
Trade and other payables
Trade and other payables are initially recognised at fair value less attributable transaction costs. They are subsequently measured at amortised cost.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Page 20

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

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 reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, that management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Impairment of trade receivables
The company makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for all trade receivables. See note 13 for the net carrying amount of the receivables and associated impairment provision.

Page 21

 

NOE AND ASSOCIATES 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
£
£


Design and marketing
6,588,444
6,990,195

Film production
784,731
2,233,428

Print and render production
1,935,683
2,280,690

Website design
447,552
604,224

Management fees
324,448
479,688

Strategy and writing
1,052,882
965,018

Other services
26,212
452,677

11,159,952
14,005,920


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
1,396,507
256,466

Rest of Europe
487,116
755,152

Rest of the world
9,276,329
12,994,302

11,159,952
14,005,920



5.


Other operating income

2023
2022
£
£

Transfer pricing income
1,591,449
-

Commissions receivable
25,254
-

1,616,703
-


Page 22

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating profit

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

2023
2022
£
£

Expense for short-term leases
199,859
374,525

Impairment of trade debtors
11,903
20,714

Fees payable to company's auditor for the audit of the financial statements
28,860
55,046

Depreciation of tangible fixed assets
247,375
16,426

Exchange differences
263,616
156,802

Defined contribution pension cost
47,911
15,551

The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.


7.


Employees

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


2023
2022
£
£

Wages and salaries
3,073,916
1,922,760

Social security costs
374,024
316,458

Cost of defined contribution scheme
47,911
15,551

3,495,851
2,254,769


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


        2023
        2022
            No.
            No.







Directors
1
1



Staff
26
18

27
19

Page 23

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
462,384
456,724

Company contributions to defined contribution pension schemes
1,431
1,101

463,815
457,825


During the year retirement benefits were accruing to 2 directors (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £447,569 (2022 - £456,724).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2022 - £1,101).

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the company. There are no members of key management personnel for the company besides the directors.


9.


Interest payable and similar expenses

2023
2022
£
£


Interest on lease liabilities
35,751
-

Other interest payable
653
-

36,404
-

Page 24

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
230,799
242,703


Double taxation relief
(230,799)
(177,724)


-
64,979

Foreign tax


Foreign tax on income for the year
230,799
177,724

Total current tax
230,799
242,703

Deferred tax


Origination and reversal of timing differences
74,597
11,236

Total deferred tax
74,597
11,236


Taxation on profit on ordinary activities
305,396
253,939
Page 25

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


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 23.5% (2022 - 19%). From 1 April 2023 the corporation tax rate increased to 25% for companies with profits of over £250,000. A small profits rate was also introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements. The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
2,642,686
2,604,817


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
621,031
494,915

Effects of:


Expenses not deductible for tax purposes
1,661
6,124

Capital allowances for year in excess of depreciation
(64,981)
(12,919)

Other timing differences leading to an increase in taxation
74,597
11,236

Movements in provisions leading to an (decrease)/increase in the tax charge
1,095
(23,378)

Utilisation of tax losses
-
(11,355)

Group relief
(328,007)
(210,684)

Total tax charge for the year
305,396
253,939


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 

 
NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


11.


Tangible fixed assets






Right of use assets
Leasehold improvements
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost


At 1 January 2023
-
-
33,304
75,940
109,244


Additions
1,198,455
341,689
205,069
111,464
1,856,677



At 31 December 2023

1,198,455
341,689
238,373
187,404
1,965,921



Depreciation


At 1 January 2023
-
-
8,038
37,648
45,686


Charge for the year on owned assets
-
40,174
38,409
35,161
113,744


Charge for the year on right-of-use assets
133,631
-
-
-
133,631



At 31 December 2023

133,631
40,174
46,447
72,809
293,061



Net book value



At 31 December 2023
1,064,824
301,515
191,926
114,595
1,672,860



At 31 December 2022
-
-
25,266
38,292
63,558

Page 27
 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2023
3,224



At 31 December 2023
3,224





Subsidiary undertaking


The following was a subsidiary undertaking of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Noe and Associates Inc.
134 Spring Street, Suite 204, New York, NY 10012
Provision of support services
Ordinary
100%


13.


Debtors

2023
2022
£
£

Trade debtors
2,614,552
4,946,847

Amounts owed by group undertakings
2,504,656
-

Other debtors
479,114
361,168

Prepayments and accrued income
1,561,295
188,378

Corporation tax recoverable
120,263
120,263

7,279,880
5,616,656


Trade debtors are stated after provisions for expected credit losses of £10,903 (2022: £nil).


14.


Cash

2023
2022
£
£

Cash at bank and in hand
836,755
1,578,793


Page 28

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Creditors: amounts falling due within one year

2023
2022
£
£

Trade creditors
2,112,342
497,244

Amounts owed to group undertakings
430,554
2,239,195

Corporation tax
-
59,311

Other taxation and social security
114,180
65,464

Lease liabilities
230,891
-

Other creditors
191,176
5,628

Accruals and deferred income
1,915,834
2,811,858

4,994,977
5,678,700


Amounts owed to group undertakings are unsecured, interest-free, have no fixed date for repayment and are repayable on demand.


16.


Creditors: amounts falling due after more than one year

2023
2022
£
£

Lease liabilities
786,000
-



17.


Commitments under operating leases

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


2023
2022
£
£


Not later than 1 year
5,784
399,588

Later than 1 year and not later than 5 years
-
5,784

5,784
405,372

Page 29

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.

Leases

Company as a lessee

The company has entered into leases for office space in London.

Lease liabilities are due as follows:

2023
2022
£
£

Not later than one year
230,891
-

Between one year and five years
786,000
-

1,016,891
-


Contractual undiscounted cash flows are due as follows:

2023
2022
£
£

Not later than one year
281,550
-

Between one year and five years
844,650
-

1,126,200
-

Included with contractual undiscounted cash flows shown above is unearned interest totalling £109,309 (2022: £nil).
The directors do not perceive there to be a significant liquidity risk in respect of the company's leasing arrangements. Liquidity risk is monitored as part of the overall process of managing cash flows.


The following amounts in respect of leases, where the company is a lessee, have been recognised in profit or loss:

2023
2022
£
£

Interest expense on lease liabilities
35,751
-

Page 30

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Deferred taxation




2023


£






At beginning of year
(15,674)


Charged to profit or loss
(74,597)



At end of year
(90,271)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(90,961)
(15,890)

Short term timing differences
690
216

(90,271)
(15,674)


20.


Provisions




Dilapidations provision

£





Unwind of discount
653


Provision capitalised
15,671



At 31 December 2023
16,324

The provision recognised is in relation to the obligation of the enity to return the currently leased office premises to its original condition at the end of the lease agreement. Management expect this to be settled in March 2028 and have discounted the expected provision at a rate of 5.25% on itintial recognition.

Page 31

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



10,000 (2022 - 10,000) Ordinary A Shares shares of £0.01 each
100
100
1,184 (2022 - 1,184) Ordinary B Shares shares of £0.01 each
12
12
987 (2022 - 987) Ordinary C Shares shares of £0.01 each
10
10
590 (2022 - 590) Ordinary D Shares shares of £1.00 each
590
590

712

712

Ordinary A Shares confer voting rights. No voting rights are conferred through holding Ordinary B Shares, Ordinary C Shares or Ordinary D Shares. All share classes confer the right to receive dividends. Dividends may be declared in respect of any one class of share without obligation to pay any dividend on any other class of share. On a repayment of capital the Ordinary A Shares, Ordinary B Shares and Ordinary C Shares confer the right to a priority repayment ahead of Ordinary D Share holders.



22.


Reserves

Share premium account

The share premium reserve includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve arising from the redemption or purchase of a company's own shares.

Other reserves

An other reserve has been recognised in respct of a capital contribution which is a non-refundable contribution to the company.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


23.


Pension commitments

The company operates a defined contributions 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 £47,911 (2022: £15,551). Contributions totalling £nil (2022: £nil) were payable to the fund at the reporting date and are included in creditors.

Page 32

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.
Related party transactions

As permitted by FRS 101, the company has taken advantage of the exemption contained in IAS 24 Related Party Disclosures not to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
The other identified related parties with which the company has transacted are M Noe (director) and R Noe (director), who are employees of the company, and Property Platform Ltd in which M Noe has a 50% equity interest.
Transactions with these related parties, are as follows:




Related party

Transaction

Amount
Amount due (to)/from related parties




2023
 
2022 
2023 
2022 




£
 
£ 
£ 
£ 



Property Platform Ltd
(50% Held by M Noe)
Sales
24,246
414,243
-
5,001


Property Platform Ltd
(50% Held by M Noe)
Purchases
-
(169,156)
-
-



Together Group Holdings
Sales
140,160
-
1,554,097
-


(Group company)
Management charges
(78,330)
-
-
-



Noë & Associates ME
Transfer pricing income
557,855
-
787,627
-


(Group company)



King and Partners LLP
Invoicing services
(15,908)
-
71,404
-


(Group company)



Purple Public Relations Ltd
Commission
15,200
-
15,200
-


(Group company)



The Future Laboratory Ltd
Commission
4,891
-
4,891
-


(Group company)



Folk Commerce Ltd
Commission
5,163
-
6,196
-


(Group company)


Amounts owed to related parties are unsecured, interest free and due for repayment within one year.
Directors' remuneration is disclosed in note 8.
Page 33

 

NOE AND ASSOCIATES LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Controlling party

The immediate parent undertaking is TGHB2 Limited. The parent's registered office address is, North Suite Third Floor, 32/34 Great Marlborough Street, London, United Kingdom, W1F 7JB.
The ultimate parent undertaking and for which group financial statements are drawn up and of which the company is a member is Together Group Holdings PLC, whose registered office is at North Suite Third Floor, 32/34 Great Marlborough Street, London, United Kingdom, W1F 7JB. Copies of the group financial statements are available to the public from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
Page 34