Company registration number 02680648 (England and Wales)
FST MARKETING COMMUNICATIONS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
FST MARKETING COMMUNICATIONS LTD
CONTENTS
Page
Directors' report
1 - 2
Balance sheet
3
Notes to the financial statements
4 - 9
FST MARKETING COMMUNICATIONS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Results and dividends
The financial year started with the agency now working primarily remotely across the globe, albeit we acquired shared office space in our key locations of London, Singapore and Miami. Having endured the COVID-19 pandemic, we were accustomed to the working practices this entails, and it also enables us to revisit the culture and benefits of our business, what life for our employees should be life as we head into this new year. The lessened dependency on one specific location also enables us to take a totally new approach to recruitment, essentially widening the talent pool we can explore.
This behavioural change is also in keeping with most of our clients, who are still primarily working in a flexible nature, in-house meetings have reduced enormously over the past 5 years. In some ways this has been a positive for the agency, as working with clients out of our regular geographic reach has become more normal - perhaps best evidenced by the increase in our workload for RBC (Royal Bank of Canada), a long-time fst client that has become one of our biggest worldwide. This has been driven in large part by our work as the advertising agency for the Caribbean Banking arm of the business, which drove much of our commercial success through this fiscal year. As Singapore has continued to operate strongly, as predicted last year our recruitment focus has been in that region, resulting in three new hires. This has increased Singapore’s ability to operate independently of the wider business, and increased capacity across the board.
Whilst growth within the portfolio was positive, winning new clients has proved difficult. Our sales cycle is long, approximately 12 months, and obviously not every lead turns into a new client. So whilst we had no new clients join the portfolio in the financial year ending March 2024, we are actually in a great place heading into the new fiscal year, with new business opportunities in the UK including Rentokil Initial, Finnexi, Fortis Byte, and Paylogiq. Whilst these are not yet over the line, we are progressing and hopefully in the latter stages of agreement.
From a sales perspective, the business has maintained solid performance, with global gross profit dropping to £2,098,477 from £2,142,050 in 2023. Perhaps more interesting to note is the breakdown of the global GP. In the UK, gross profit was £1,012,836 Singapore gross profit was $914,527 SGD and US gross profit was $693,632 USD. These figures show a continuation of the diversification of the business, with our key locations continuing to contribute a higher percentage of the total GP. This allows us to mitigate risk and to expose ourselves to a wider spread of potential new business opportunities.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Otto Marples
Mark Howard
Craig Watson
Andrew Brennan
Charles Butterfield
Alex Cleveland
Auditor
In accordance with the company's articles, a resolution proposing that The HHC Partnership Ltd be reappointed as auditor of the company will be put at a General Meeting.
FST MARKETING COMMUNICATIONS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Alex Cleveland
Director
27 November 2024
FST MARKETING COMMUNICATIONS LTD
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 3 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
3
26,348
8,635
Current assets
Debtors
4
1,372,530
1,365,148
Cash at bank and in hand
5,417
7,948
1,377,947
1,373,096
Creditors: amounts falling due within one year
5
(722,600)
(609,782)
Net current assets
655,347
763,314
Total assets less current liabilities
681,695
771,949
Creditors: amounts falling due after more than one year
6
(79,167)
(129,167)
Net assets
602,528
642,782
Capital and reserves
Called up share capital
1,000
1,000
Profit and loss reserves
601,528
641,782
Total equity
602,528
642,782
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 27 November 2024 and are signed on its behalf by:
Alex Cleveland
Director
Company registration number 02680648 (England and Wales)
FST MARKETING COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
1
Accounting policies
Company information
FST Marketing Communications Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 1 Trinity Road, Marlow, Bucks, SL7 3AW.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The company meets its day-to-day working capital requirements throughtrue consistent revenue generation and its bank facilities. The company’s forecasts and projections, show that the company should be able to operate within the level of its current facilities. The directors are confident that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised in the accounting period in which the services are rendered when the outcome of contract can be estimated reliably. The company uses the percentage of completion method based on the actual service performed as a percentage of the total services to be provided.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computer equipment
20% Straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
FST MARKETING COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
FST MARKETING COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 6 -
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
FST MARKETING COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
16
17
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2023
11,930
Additions
22,754
At 31 March 2024
34,684
Depreciation and impairment
At 1 April 2023
3,295
Depreciation charged in the year
5,041
At 31 March 2024
8,336
Carrying amount
At 31 March 2024
26,348
At 31 March 2023
8,635
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
143,062
255,029
Amounts owed by group undertakings
198,143
62,672
Other debtors
55,344
71,466
396,549
389,167
2024
2023
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
975,981
975,981
Total debtors
1,372,530
1,365,148
FST MARKETING COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
5
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
143,627
99,831
Trade creditors
45,276
36,900
Amounts owed to group undertakings
246,834
87,202
Taxation and social security
28,759
78,559
Other creditors
258,104
307,290
722,600
609,782
The National Westminster Bank Plc holds a mortgage debenture dated 19th May 1999 over the assets of the company including its property and book debts.
6
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
79,167
129,167
During the prior year the company obtained funding through the Coronavirus Business Interruption Loan Scheme (CBIL Scheme). This loan is interest free for the first 12 months and repayments have now commenced as defined in the terms of the loan.
7
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Haydn Hughes
Statutory Auditor:
The HHC Partnership Ltd
Date of audit report:
27 November 2024
8
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
11,341
69,909
9
Related party transactions
FST MARKETING COMMUNICATIONS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Related party transactions
(Continued)
- 9 -
As at the balance sheet date, a balance of £246,834 (2023: £87,202) was owed by the company to FST Marketing Communications Pte. Ltd, a company incorporated in Singapore and under the common control of the shared parent company The FST Group Limited.
As at the balance sheet date, a balance of £975,981 (2023: £975,981) was owed to the company by it's parent company The FST Group Ltd. This balance is recoverable in full.
As at the balance sheet date, a balance of £198,143 (2023: £62,272) was owed to the company by FST Americas Inc., a company incorporated in the United States of America and under the common control of the ultimate parent company Biro ITN Ltd.
10
Parent company
The parent company is The FST Group Limited, a company registered in England and Wales. The directors of the reporting entity are also the directors and shareholders within the parent company.
The ultimate controlling company is Biro ITN Limited, a company registered in England and Wales. The directors of the reporting entity are also the directors and shareholders within the ultimate controlling company.