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REGISTERED NUMBER: 11716789 (England and Wales)














Strategic Report, Report of the Director and

Audited Financial Statements for the Year Ended 29 February 2024

for

BRAND K LTD

BRAND K LTD (REGISTERED NUMBER: 11716789)






Contents of the Financial Statements
for the year ended 29 FEBRUARY 2024




Page

Company Information 1

Strategic Report 2

Report of the Director 5

Report of the Independent Auditors 6

Statement of Income and Retained Earnings 10

Balance Sheet 11

Notes to the Financial Statements 12


BRAND K LTD

Company Information
for the year ended 29 FEBRUARY 2024







DIRECTOR: A D Norford





REGISTERED OFFICE: Thistle Down Barn
Holcot Lane
Sywell
Northampton
Northamptonshire
NN6 0BG





REGISTERED NUMBER: 11716789 (England and Wales)





AUDITORS: Mercer & Hole LLP
Chartered Accountants and Statutory Auditor
The Pinnacle
170 Midsummer Boulevard
Milton Keynes
MK9 1BP

BRAND K LTD (REGISTERED NUMBER: 11716789)

Strategic Report
for the year ended 29 FEBRUARY 2024

The director presents his strategic report for the year ended 29 February 2024. The director in preparing the strategic report has complied with s414c of the Companies Act 2006.

REVIEW OF BUSINESS
The Company continues to be principally a holding company which provides central management services to the Group. The company has received income from dividends and management charges during the year. Its main costs are in the provision of management, financing and strategic services across the Group. The director is pleased with the results of the year which show profit after tax of £979k (2023 £780k) and net assets of £362k (2023 £344k).

On 31 March 2023, the company acquired the entire share capital of Marleton Cross Ltd, a company which manufactures shower trays, in order to strengthen the strategic market position of the group.

PRINCIPAL RISKS AND UNCERTAINTIES
Strategic, financial, commercial, operational, social, environmental and ethical risks are all considered as part of the company's controls, which are designed to manage rather than eliminate the risk of failure to achieve business objectives. Therefore, they can only provide reasonable, not absolute, assurance against material misstatement or loss.

Although at present there are no immediate risks considered likely to have a significant impact on the short- or long-term value of the company, the principal risks identified are the same as applicable to the group which are as follows:

Competitive risk:
The Group operates in a competitive industry where price is important. Conditions which can suddenly affect the buying price present a risk, such as exchange rates, as the Group sources a significant amount of its supplies from overseas. To manage this risk, the Group trades with its largest supplier in sterling, and it forward purchases foreign currency which allows it to withstand sudden changes. Additionally, the group is set up to supply small quantities with next day delivery, enabling customers to make smaller, more frequent orders, meaning that the group has an advantage in turbulent market conditions.

Liquidity risks:
The company relies on bank lending facilities which require it to trade within certain financial criteria. Management closely manages the financial position of the Group and reviews future cash flows on a regular basis, in order to meet the conditions. The director is confident that the Company and the Group have sufficient cash facilities to enable it to trade within its terms and to continue to meet its liabilities as they fall due.

Market risks:
Trading is largely dependent upon prevailing market conditions in the building and home improvement industry. The cost of living crisis has impacted negatively on these market conditions recently. The director feels that the largest group company is protected against these conditions, as it specialises in the fast delivery of small stock quantities to its customers. Additionally, in harder times, consumers tend to move away from highly priced brands and instead favour the kind of brands sold by Kartell. Other group companies have been impacted more negatively. Across the group, demand has continued to be healthy, but it remains a risk that economic conditions could have a negative impact on demand for home improvement products in the future.

Credit risks:
The Group's credit risk is primarily attributable to its trade debtors. The amounts presented in the consolidated balance sheet are net of allowances for doubtful debts, estimated by the management based on prior experience, the current economic environment and specific customer issues. The Group has implemented policies that require appropriate credit checks on potential customers or review of existing customer credit history before a sale is made together with having in force a credit insurance policy.

Exchange rate risks:
Movements in the exchange rates can have a significant impact on the supply costs for the group. From time to time, the group enters into foreign exchange contracts with the aim of mitigating these risks.


BRAND K LTD (REGISTERED NUMBER: 11716789)

Strategic Report
for the year ended 29 FEBRUARY 2024

SECTION 172(1) STATEMENT
The Director is committed to conducting business responsibly, promoting the success of the company for the benefit of its members as a whole. This commitment is central to operations and strategic decision-making, guiding us in creating long-term value while maintaining high ethical standards and ensuring compliance with the law.

Relevant Issues, Factors and Stakeholders
In complying with section 172, the director has considered a wide range of issues, factors and stakeholders, including:
- Long-Term Consequences: Strategic decisions are made with a focus on sustainable growth and long-term
value creation. We are committed to conducting business to the highest standards of ethics, transparency and
corporate governance.
- Employee Interest: The welfare and development of our employees are paramount. We are dedicated to
treating employees in an open, honest and unprejudiced manner, encouraging them to achieve their full
potential. Employee engagement is facilitated through the HR department with an open-door policy, ensuring
that their views are considered.
- Business Relationships: Building and maintaining strong, enduring relationships with suppliers, customers, and
other key stakeholders is vital. We value the diversity of our suppliers and work with them in innovative ways
to create added value for our customers and trading partners, ensuring fair and professional treatment.
- Community and Environmental Impact: We recognise the importance of minimising our environmental
footprint and contributing positively to the communities in which we operate. This commitment is
demonstrated through our participation in environmental audits, investment in renewable energy, and
sustainable sourcing practices.
- Reputation for High Standards: Upholding a strong reputation for high standards of business conduct is
crucial. Our corporate culture if focused on integrity, transparency, and adherence to the highest ethical
standards, which we believe is essential for earning the trust and respect of our customers, suppliers and
employees
- Fairness Between Members: The Director ensures that all decisions are made fairly and equitably, considering
the needs of all members of the company. This approach extends to our commitment to human rights and the
elimination of modern slavery and human trafficking from our business and supply chains.

Formation of Opinions and Decision-Making Process
The Director is responsible for ensuring that risks are identified, and local risk owners are assigned responsibility for mitigating any risks identified. This structured approach allows us to uphold our commitments to ethical behaviour, environmental responsibility, and employee welfare.

Stakeholder Engagement and Methods of Understanding Issues
The Director engages with stakeholders through various methods to understand the issues to which they must have regard:
- Supplier and Customer Engagement: Regular communication with suppliers, customers, and other partners is
maintained. We disseminate our Corporate Responsibility Policy across our supply chain to ensure our
principles are clear and adhered to.
- Employee Involvement: Employee engagement is a continuous process, supported by feedback through line
managers that promote open dialogue. We strive to create a culture of mutual trust and respect, ensuring
diversity and equal opportunities in the workplace.
- Community and Environmental Initiatives: The company is committed to sustainable practices, such as the
implementation of our biomass burner facilities, which have significant reduced our waste to landfill. Our
efforts extend to supporting local communities through innovative programmes and sustainable sourcing.
- Corporate Culture: Our corporate culture is aligned with our values, promoting ethical behaviour, safety, and
environmental stewardship.

Impact on Company Decisions and Strategies
The Director's regard for the matters outlines in section 172 has had significant effect on the company's decisions and strategies during the financial year:
- Long-Term Planning: Strategic decisions have been made with long-term growth and sustainability in mind,
including investments in renewable energy and sustainable sourcing practices.
- Employee Welfare: Initiatives to improve employee engagement, retention, and overall job satisfaction have
been implemented, recognising the critical role our workforce plays in the company's success.

BRAND K LTD (REGISTERED NUMBER: 11716789)

Strategic Report
for the year ended 29 FEBRUARY 2024

- Strengthening Relationships: We have deepened relationships with suppliers and customers, fostering
collaboration and resilience across our supply chains.
- Environmental Responsibility: Our commitment to reducing our environmental impact has guided operational
decisions, including our efforts to eliminate waste to landfill and promote energy efficiency.
- Governance and Ethical Standards: Maintaining high standards of business conduct is reflected in our
governance practices and corporate policies, reinforcing our reputation and commitment to ethical behaviour.

Conclusion
In conclusion, the Director has actively considered the various factors and stakeholders outlined in s172 of the Companies Act 2006. By engaging with key stakeholders and carefully considering the long-term impact of their decisions, the Director has ensured that the company remains on a path to sustainable success while upholding its responsibilities to employees, the community, and the environment. This commitment is reflected in our corporate policies, strategic decisions, and continuous efforts to operate as a responsible and ethical business.

DEVELOPMENT AND PERFORMANCE
During the period, focus has been on the integration of the new acquisition into the group. The largest part of the group is involved in distribution and has performed strongly. The manufacturing part of the group has not performed as strongly and management is actively attempting to improve this area, as well as focusing on the strengths of the distribution businesses.

Development of relationships with both customers and suppliers is seen as the methodology to achieve the planned market growth through the organic growth of the current service offering. From such dialogue and relationships, feedback has been received, and analysed to the point that companies in the Group now have strategic business plans in place to increase their own service offering, through the introduction of additional product lines to their catalogues.

In addition, the Group targets strategic acquisitions which could enhance the achievement of the Group's overall objectives.

No specific Key Performance Indicators are given due to the nature of the company's operations.

ON BEHALF OF THE BOARD:





A D Norford - Director


29 November 2024

BRAND K LTD (REGISTERED NUMBER: 11716789)

Report of the Director
for the year ended 29 FEBRUARY 2024

The director presents his report with the financial statements of the company for the year ended 29 February 2024.

DIVIDENDS
Dividends of £961,000 (2023 £545,680) have been paid in the year.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR
A D Norford held office during the whole of the period from 1 March 2023 to the date of this report.

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

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-state whether applicable 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





A D Norford - Director


29 November 2024

Report of the Independent Auditors to the Members of
Brand K Ltd

Opinion
We have audited the financial statements of Brand K Ltd (the 'company') for the year ended 29 February 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 29 February 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information
The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Brand K Ltd


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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Brand K Ltd


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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risks of acts by the company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006 and tax legislation.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to overstate revenue or understate expenditure and management bias in accounting estimates.

Audit procedures performed by the engagement team included:
- discussions with management, including considerations of known or suspected instances of non-compliance
with laws and regulations and fraud;
- gaining an understanding of management's controls designed to prevent and detect irregularities; and
- identifying and testing journal entries.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
Brand K Ltd


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Andrew Lawes MA MSc FCA (Senior Statutory Auditor)
for and on behalf of Mercer & Hole LLP
Chartered Accountants and Statutory Auditor
The Pinnacle
170 Midsummer Boulevard
Milton Keynes
MK9 1BP

29 November 2024

BRAND K LTD (REGISTERED NUMBER: 11716789)

Statement of Income and
Retained Earnings
for the year ended 29 FEBRUARY 2024

2024 2023
Notes £    £   

TURNOVER - -

Administrative expenses 60,347 592,428
(60,347 ) (592,428 )

Other operating income 404,218 300,000
OPERATING PROFIT/(LOSS) 5 343,871 (292,428 )

Waiver of intercompany loan 6 (2,110,000 ) -
Impairment charge 6 (1,490,054 ) -
(3,256,183 ) (292,428 )

Income from shares in group undertakings 4,561,000 1,163,415
1,304,817 870,987

Interest payable and similar expenses 7 346,647 179,218
PROFIT BEFORE TAXATION 958,170 691,769

Tax on profit 8 (20,861 ) (88,463 )
PROFIT FOR THE FINANCIAL YEAR 979,031 780,232

Retained earnings at beginning of year 343,639 109,087

Dividends 9 (961,000 ) (545,680 )

RETAINED EARNINGS AT END OF YEAR 361,670 343,639

BRAND K LTD (REGISTERED NUMBER: 11716789)

Balance Sheet
29 FEBRUARY 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Investments 10 11,898,945 10,174,458

CURRENT ASSETS
Debtors 11 1,377,895 1,845,987
Cash at bank 2,760 596
1,380,655 1,846,583
CREDITORS
Amounts falling due within one year 12 12,917,828 11,677,300
NET CURRENT LIABILITIES (11,537,173 ) (9,830,717 )
TOTAL ASSETS LESS CURRENT LIABILITIES 361,772 343,741

CAPITAL AND RESERVES
Called up share capital 14 102 102
Retained earnings 15 361,670 343,639
SHAREHOLDERS' FUNDS 361,772 343,741

The financial statements were approved by the director and authorised for issue on 29 November 2024 and were signed by:





A D Norford - Director


BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements
for the year ended 29 FEBRUARY 2024

1. STATUTORY INFORMATION

Brand K Ltd is a private company limited by shares, domiciled in England and Wales, registered number 11716789. The registered office is Thistle Down Barn, Holcot Lane, Sywell, Northampton, Northamptonshire, NN6 0BG. The principal place of business is Manton Centre, Manton Lane, Manton Industrial Estate, Bedford MK41 7PX.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The presentation currency of Brand K Ltd is pounds sterling.

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 requirements of Section 7 Statement of Cash Flows;
the requirement of paragraph 3.17(d);
the requirement of paragraph 33.7.

Group financial statements
The financial statements contain information about Brand K Limited as an individual company and do not contain consolidated financial information as the parent of the group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent, Brand K Holdings Ltd, Thistle Down Barn, Holcot Lane, Sywell, Northampton, NN6 0BG. This is both the smallest and largest group in which Brand K Limited's accounts are consolidated.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group, on the grounds that consolidated financial statements for the year ended 28 February 2023 of its ultimate parent company, Brand K Holdings Ltd, are publicly available.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

For investments in subsidiaries acquired cost is measured by reference to the nominal value of the shares issued plus fair value of other consideration. Any premium is ignored.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements - continued
for the year ended 29 FEBRUARY 2024

2. ACCOUNTING POLICIES - continued

Going concern
The Company's business activities, together with the factors likely to affect its future development and position, are reliant on the results and activities of the group.

These financial statements have been prepared on a going concern basis, which the director believes to be appropriate. Some group companies have incurred losses in this financial period. Some members of the group provide cross-company guarantees to secure group debts.The owner of the group, who is also Managing Director, has confirmed the group will continue to provide financial support for loss-making companies in the group.The director has reviewed the latest group forecasts for the following year and has a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Therefore, he continues to adopt the going concern basis of accounting in preparing the annual financial statements.

Income from shares in group undertakings
Dividend income from group undertakings is recognised when the shareholders' rights to receive payments have been established (provided that it is probably that the economic benefits will flow to the Company and the amount of revenue can be measured reliably).

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described in note 2, management is required to make judgments, estimated and assumptions about the carrying values of assets and liabilities that are not readily separated from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimated and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimated are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period pf the revision and future periods if the revision affects both current and future periods.

Impairment of assets
The director regularly reviews factors likely to impact the value or recoverability of assets held by the Company. In conducting his review, he considers both internal and external sources of information as well as past experiences and market conditions. As far as the director is aware there are no prevailing indications that assets held without impairment require one, or where an impairment has already been made that the amount of that impairment requires adjustment.

The director concludes there are no other critical judgements or key sources of estimation uncertainty.

4. EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 29 February 2024 nor for the year ended 28 February 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024 2023
£    £   
Directors' remuneration - -

BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements - continued
for the year ended 29 FEBRUARY 2024

5. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging:

2024 2023
£    £   
Auditors' remuneration 3,000 2,000

6. EXCEPTIONAL ITEMS
2024 2023
£    £   
Waiver of intercompany loan (2,110,000 ) -
Impairment charge (1,490,054 ) -
(3,600,054 ) -

The mutual directors of this company and Summerbridge Holdings Ltd agreed to waive the inter company balance between the two companies of £2,110,000.

Details of the impairment charge are provided in Note 10.

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Interest costs 14,955 -
Loan interest 331,692 110,468
Financing costs - 68,750
346,647 179,218

8. TAXATION

Analysis of the tax credit
The tax credit on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax (20,861 ) (88,463 )
Tax on profit (20,861 ) (88,463 )

BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements - continued
for the year ended 29 FEBRUARY 2024

8. TAXATION - continued

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before tax 958,170 691,769
Profit multiplied by the standard rate of corporation tax in the UK of
24.490% (2023 - 19%)

234,656

131,436

Effects of:
Expenses not deductible for tax purposes 885,315 1,150
Income not taxable for tax purposes (1,124,336 ) (221,049 )
Utilisation of tax losses (73,565 ) -
Adjustments to tax charge in respect of previous periods 57,069 -
Total tax credit (20,861 ) (88,463 )

9. DIVIDENDS
2024 2023
£    £   
Ordinary shares of £1 each
Interim 961,000 524,860
Ordinary A shares of £1 each
Interim - 20,820
961,000 545,680

10. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 March 2023 10,174,458
Additions 3,214,541
Impairments (1,490,054 )
At 29 February 2024 11,898,945
NET BOOK VALUE
At 29 February 2024 11,898,945
At 28 February 2023 10,174,458

An impairment review which was undertaken in February 2024, was carried out using a value in use methodology. An impairment charge of £1,490,054 was required as a result of this impairment review.

BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements - continued
for the year ended 29 FEBRUARY 2024

10. FIXED ASSET INVESTMENTS - continued

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Kartell UK Limited (06682104)
Registered office: Thistle Down Barn, Holcot Lane, Sywell, Northampton, Northamptonshire, NN6 0BG
Nature of business: Supplier of radiators and bathroom products
%
Class of shares: holding
Ordinary 100.00
Ordinary A 100.00

The Shower Tray Company Ltd (09020997)
Registered office: Unit 12 Manton Centre, Manton Lane, Manton Industrial Estate, Bedford, MK41 7PX
Nature of business: Manufacturer of shower trays
%
Class of shares: holding
Ordinary 100.00

Brand K Holdings Ltd has provided a guarantee to its subsidiary, The Shower Tray Company Ltd, which is exempt from the requirements of the Act relating to the audit of individual accounts.

JT Holdings (UK) Limited (08916033)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Holding Company
%
Class of shares: holding
Ordinary (various) 100.00

JT Group (UK) Limited (05803712)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Holding Company
%
Class of shares: holding
Ordinary 100.00

Shares are held by a subsidiary undertaking, JT Holdings (UK) Limited.

Just Trays Limited (05113567)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Manufacturer of shower trays
%
Class of shares: holding
Ordinary 100.00

Shares are held by a subsidiary undertaking, JT Group (UK) Limited.

Ensco 515 Limited (05808766)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Shares are held by a subsidiary undertaking, JT Group (UK) Limited.

BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements - continued
for the year ended 29 FEBRUARY 2024

10. FIXED ASSET INVESTMENTS - continued

Choice Criteria Limited (04190831)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Shares are held by a subsidiary undertaking, Just Trays Limited.

Solid Sights Limited (02181469)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Shares are held by a subsidiary undertaking, Choice Criteria Limited.

JT Wetrooms Limited (06844199)
Registered office: Units 1-4 Whitehall Industrial Estate, Ashfield Way, Farnley, Leeds, West Yorkshire, LS12 5JB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Shares are held by a subsidiary undertaking, JT Group (UK) Limited.

Summerbridge Holdings Limited (13223501)
Registered office: 26 Springfield Way, Anlaby, East Yorkshire, United Kingdom, HU10 6RJ
Nature of business: Holding Company
%
Class of shares: holding
Ordinary 100.00

Brand K Holdings Ltd has provided a guarantee to its subsidiary, Summerbridge Holdings Ltd, which is exempt from the requirements of the Act relating to the audit of individual accounts.

Humber Doors Limited (11652290)
Registered office: 26 Springfield Way, Anlaby, East Yorkshire, United Kingdom, HU10 6RJ
Nature of business: Manufacturer of home fitted furniture
%
Class of shares: holding
Ordinary 100.00

Shares are held by a subsidiary undertaking, Summerbridge Holdings Limited. Brand K Holdings Ltd has provided a guarantee to its subsidiary,Humber Doors Limited which is exempt from the requirements of the Act relating to the audit of individual accounts.

BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements - continued
for the year ended 29 FEBRUARY 2024

10. FIXED ASSET INVESTMENTS - continued

Vogue (UK) Limited (02455446)
Registered office: Unit 20 Strawberry Lane Industrial Estate, Strawberry Lane, Willenhall, West Midlands, WV13 3RS
Nature of business: Distributor and manufacturer of radiators
%
Class of shares: holding
Ordinary 100.00

UK Bespoke Products Limited (08203940)
Registered office: 20 Strawberry Lane Industrial Estate, Strawberry Lane, Willenhall, West Midlands, WV13 3RS
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00
Ordinary B 100.00

Marleton Cross Limited (01215692)
Registered office: Thistledown Barn, 204 Holcot Lane, Sywell, Northamptonshire, NN6 0BG
Nature of business: Manufacturer of household and sanitary goods
%
Class of shares: holding
Ordinary 100.00

MX Showertrays Limited (02588856)
Registered office: 155 Wellingborough Road, Rushden, Northamptonshire, NN10 9TB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Shares are held by a subsidiary undertaking, Marleton Cross Limited.

Neptune Showers Limited (02220746)
Registered office: 155 Wellingborough Road, Rushden, Northamptonshire, NN10 9TB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Shares are held by a subsidiary undertaking, Marleton Cross Limited.

Showermaster Limited (01478051)
Registered office: 155 Wellingborough Road, Rushden, Northamptonshire, NN10 9TB
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements - continued
for the year ended 29 FEBRUARY 2024

10. FIXED ASSET INVESTMENTS - continued

Intu K Ltd (14939966)
Registered office: Thistle Down Barn Holcot Lane, Sywell, Northampton, NN6 0BG
Nature of business: Supplier of boiling water taps
%
Class of shares: holding
Ordinary 100.00

Brand K Holdings Ltd has provided a guarantee to its subsidiary, Intu K Limited which is exempt from the requirements of the Act relating to the audit of individual accounts.

All companies above are incorporated in England and Wales.

On 31 March 2023, Brand K Ltd acquired the shares of Marleton Cross Limited, and its dormant subsidiaries, for a combined total cost of £3,214,541. Revenue of the subsidiaries for the 11 months ending 29 February 2024 was £15m and the loss after tax was £808k. Acquisition accounting has been applied. The assets and liabilities acquired were as follows:

Carrying value Fair value
£    £   
Tangible fixed assets 2,614,405 2,614,405
Stocks 1,267,926 1,267,926
Debtors 5,206,270 5,206,270
Cash at bank 128 128
Creditors falling due within one year (10,166,942 ) (10,166,942 )
Creditors falling due after one year - -
Provisions for liabilities - -
Total identifiable assets and liabilities (1,078,213 ) (1,078,213 )
Goodwill - 4,292,754
(1,078,213 ) 3,214,541

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Amounts owed by group undertakings 466,986 1,729,675
Other debtors 808,268 -
VAT 8,328 92,637
Prepayments 94,313 23,675
1,377,895 1,845,987

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 268,635 14,127
Amounts owed to group undertakings 12,606,765 11,645,032
Other creditors 659 -
Accrued expenses 41,769 18,141
12,917,828 11,677,300

BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements - continued
for the year ended 29 FEBRUARY 2024

13. SECURED DEBTS

The Company has the following securities at the balance sheet date:

Shawbrook Bank Limited holds a fixed and floating charge over the assets of the Company in respect of the Brand K Group facility of up to £32.9m (2023 - £26.5m). The group facilities include invoice discounting over receivables of up to £29.5m (2023 - £21.5m), in aggregate with the inventory facility, which is up to £5m (2023 - £5m), a cashflow facility of up to £3.41m (2023 - £1.6m). The cashflow facility is repayable in 36 monthly instalments. The advance rate for the invoice discounting facility is 85%. There is a group cross company guarantee in place as security for the charge. The bank also holds a right of group set-off.

Post year end, the group entered a new facility agreement up to £41.6m. It includes invoice discounting over receivables of up to £35m, in aggregate with the inventory facility up to £5m, and a cashflow facility of up to £6.6m.

The total balances secured at the year end across the group are as follows: confidential invoice discounting facility: £13.1m (2023 - £14.1m), inventory facility: £2.6m (2023 - £3.2m) and cashflow facility: £2.6m (2023 - £1.2m).

14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
100 Ordinary £1 100 100
2 Ordinary A £1 2 2
102 102

The called-up share capital represents the nominal value of the shares that have been issued.

Ordinary Shares hold all rights.

Ordinary A Shares hold all rights except the right to appoint a director to the company.

15. RESERVES
Retained
earnings
£   

At 1 March 2023 343,639
Profit for the year 979,031
Dividends (961,000 )
At 29 February 2024 361,670

16. POST BALANCE SHEET EVENTS

Since year end, the Company has acquired new subsidiaries, Paladin Heritage Holdings Ltd and Paladin Heritage Ltd, for a purchase price of £7.6m.

BRAND K LTD (REGISTERED NUMBER: 11716789)

Notes to the Financial Statements - continued
for the year ended 29 FEBRUARY 2024

17. ULTIMATE CONTROLLING PARTY

At 28 February 2024, the ultimate parent company was Brand K Holdings Ltd. The registered office for the ultimate parent company was Thistle Down Barn, Holcot Lane, Sywell, Northampton, NN6 0BG. The group accounts of Brand K Holdings Ltd, which include the results of this company, can be obtained from Companies House.

At 28 February 2024, Brand K Holdings Ltd was under the control of Alex Norford.