Goodstuff Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2023
Company Registration No. 10525545 (England and Wales)
Goodstuff Holdings Limited
Company Information
Directors
Ben Hayes
Andrew Stephens
Ryan Greene
Frank Lanuto
Jay Leveton
Sandy Roberts
Secretary
M Stuart
Company number
10525545
Registered office
3rd Floor
Blue Fin Building
110 Southwark Street
London
England
SE1 0SU
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Goodstuff Holdings Limited
Contents
Page
Strategic report
1 - 5
Directors' report
6 - 7
Independent auditor's report
8 - 11
Statement of comprehensive income
12
Balance sheet
13
Statement of changes in equity
14
Notes to the financial statements
15 - 32
Goodstuff Holdings Limited
Strategic Report
For the year ended 31 December 2023
Page 1

The directors present the strategic report of Goodstuff Holdings Limited (trading as Goodstuff Communications) (“the Company”) for the year ended 31 December 2023.

Principal Activities

The results of the year and financial position of the Company are as shown in the annexed financial statements.

2023 was a challenging year for advertisers and therefore the industry as a whole. There was considerable pressure on marketing budgets as the impact of high inflation and interest rates was felt by several of our clients. Consumers continued to review their spending levels because of the cost-of-living crisis, and this had a direct result on advertising budgets as clients looked for ways of cutting costs from their businesses.

Despite the challenges the Company has grown its revenue by 13% despite clients looking to scale back marketing spends and through strong cost control this has resulted in an increase in EBITDA by 8% year on year to £3.351m.

During 2023 senior leadership continued to focus on the following areas of growth which contributed to the results above;

In March 2024 the Company moved into the London Campus of the Stagwell Group, this move has resulted in more collaboration and integration of how the Company works with other Stagwell Agencies and with additional products and services on offer to our clients.

Our People

Our staff turnover is back to pre-covid levels and continues to be less than half the industry average. The steps we took in 2022 to address the elevated levels of turnover are a large contributing factor in this reduction and we continue to see positive results in all things People during 2023.

 

We continue to benchmark our salary levels against the market to attract and retain high quality staff and in early 2024 implemented a program to right-size all levels from Goodstarter through to Group Account Director to ahead of the market averages for those roles.

We know that ongoing training is one of the top factors to retain employees and as such we continue to deliver our leading Manager’s Academy bespoke 6-modular program to all managers. Given the importance of line management in employee happiness and retention, it was a priority for us to ensure consistency of line management throughout the Company.

 

We were again listed in Campaign Top 100 Best Companies to Work.

 

We are a signatory of Adland Commits demonstrating the Company’s continued dedication as a business to improve diversity and inclusion in our industry. We have publicly committed to the 10 actions we signed up for in the open Adland Commits letter to help us on this journey.

Goodstuff Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 2
Goodstuff Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 3

Section 172 (1) Statement

The directors have had regard to the matters set out in section 171 (1) (a) to (f) when performing their duty under section 172 of the Companies Act 2006. A description of how the directors have performed these duties during the financial year are set out below:

Section 172 (1)

Decisions/considerations

(a) The likely consequences of any decisions in the long term

The UK based directors along with Senior Management Team (SMT) play an active role in the development of the strategy of the Company considering external factors, including the impact to stakeholders and long-term consequences when making decisions.

 

(b) The interest of the Company’s employees

The directors recognise that the delivery of the Company’s strategy and long-term sustainable growth requires strong employee engagement. The Company depends on the commitment, talent, creative abilities, and technical skills of its employees.

 

Engagement and clear communication are particularly important especially as we navigate a hybrid way of working. The Company increased the in-person days to 3 set days from September 2023 and this has continued during 2024.

 

Engagement with employees is achieved through:

  • Regular weekly company meetings sharing key information to all employees.

  • Four employment engagement “Goodmood” surveys conducted during the year with results analysed and communicated to the whole company.

  • An active Diversity & Inclusion Council, where all employees are encouraged to join one of the eight groups. Each group has SMT representation and the main purpose of each of the groups is to raise awareness, educate and to facilitate change within the Company and the wider industry.

 

(c) The need to foster the Company’s business relationships with clients and media owners/suppliers    

The directors recognise the importance of the Company developing strong relationships with its clients and this is reflected in the client satisfaction survey which we conduct three times a year. The Company constantly sees the results of these surveys putting us in the top quartile of our industry.

 

The Company uses the feedback from this survey to assist in setting our service objectives at our regular client service meetings.

 

As we buy media activity for our clients our relationship with media owners is critical to our success to ensure that we can negotiate competitive pricing in a neutral manner, always putting our clients first.

 

The Company expects our suppliers to demonstrate compliance with all laws and regulations such as data privacy; respect for human rights (including modern slavery requirements); anti-bribery laws; tax evasion and fraud; money laundering; and environmental impact.

Goodstuff Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 4
Section 172(1) (continued)

(d) The impact of the Company’s operations on the community and the environment

The directors understand that ensuring the Company’s operations have a positive impact on the community and environment is of strategic importance.

 

The Company has continued to work on our B-Corp certification during 2023.

 

The Company has a nominated charity each year and employees will conduct fund raising activities during the year. For 2023 our nominated Charity was Whitechapel Mission, a homeless shelter in London, offering food, showers, clothing, and advice. The Company and its staff carried out several activities to raise money for our nominated Charity and donated food and clothing parcels at the end of the year in lieu of Christmas Cards.

 

(e) The desirability of the Company maintaining a reputation for high standards of business conduct

The directors believe that managing its reputation for high standards of business including neutrality in media buying is a key priority. The directors ensure that there are appropriate codes of conduct in place to support this. All policies are available on the Company’s HR software (“HiBob”), and these are reviewed and updated on an annual basis as a minimum. All staff are required to confirm on an annual basis that they have complied with the Company’s anti bribery policy.

 

(f) The need to act fairly as between Company’s owners

Key members of the senior management team have regular meetings with the Brand Performance Network Global CEO and CFO in which the Company is a division of. Results are reported monthly to Stagwell Group along with commentary business performance/risks/opportunities.

 

 

The Directors consider the following are key stakeholders:

 

The approach to each of the groups mentioned above are set out above.

Goodstuff Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 5
Principles Risk and Uncertainties

The Company faces a range of market, strategy, financial, legal, operational, and human resource risks. The Company continues to focus on maximising working capital and reviews the key risks on a regular basis. Listed below are the key risks that the Company believes to be the principal risks and uncertainties faced during the period and the strategies to manage them:

 

Credit risk – the Company’s credit risk is primarily attributable to its trade debtors. The Company manages this risk by ensuring contracts are in place for all clients, continued monitoring of clients to ensure compliance with agreed payment terms and by obtaining credit insurance on clients where applicable. Where credit insurance is not available clients are required to pre-pay for all activity.

 

Highly competitive market - the Company operates in a highly competitive industry and therefore the differentiation of our services from other Network Agencies and Independent Agencies is key. The Company does this by ensuring there are dedicated client service teams in place, regular Client Satisfaction Surveys and Client Reviews are undertaken and the development of Client Action plans on the back of these to move our service forward. The Company works hard to maintain a distinctive brand and service offering that sets us apart from our competitors.

 

Attracting and retaining key talent – the failure to hire and retain key talent at all levels could have a significant impact on the servicing of clients. There is always a level of churn within this industry, however the Company has managed these levels back to pre-covid levels which are less than half the industry average. The Company looks to recruit people who not only have the right experience but will also live by our core values. High importance is placed on people engagement through our people satisfaction surveys that are run quarterly. The results of these surveys shape our People Strategy and help to ensure the Company is a great and happy place to work.

 

Liquidity risk – maintaining a sound financial position to support the future growth of the Company and new investment opportunities. The Company monitors its working capital closely and looks to maximise the level of cash within the Group cash pooling facilities at any point in time. Clear KPIs are set for the business around billing, overdue debtors, and media queries and these are monitored regularly. Stagwell Group also have quarterly targets.

 

Market conditions – adverse economic conditions locally and globally – adverse economic conditions can lead to Clients cutting back on media investment and reviewing arrangements with the view of reducing overall cost of services. The economic and political uncertainty remained high during 2023 due to geopolitical risks arising from the Russian war on Ukraine, rising inflation, including significant wage inflation and high interest rates in the UK and the rest of the world leading to a cost-of-living crisis. The Company will continue to manage the level of staffing and discretionary costs so that they are aligned with Client spending.

On behalf of the board

Ben Hayes
Director
3 February 2025
Goodstuff Holdings Limited
Directors' Report
For the year ended 31 December 2023
Page 6

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

Principal activities

The principal activity of the Company continued to be that of a media planning and buying agency and related consulting services.

Results and dividends

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £852,958. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Ben Hayes
Andrew Stephens
Ryan Greene
Frank Lanuto
Jay Leveton
Sandy Roberts
Auditor

In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the Company will be put at a General Meeting.

Energy and carbon report

Goodstuff Holdings Limited is a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions available from the energy and carbon reporting requirements.

Goodstuff Holdings Limited
Directors' Report (Continued)
For the year ended 31 December 2023
Page 7
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:

 

 

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.

On behalf of the board
Ben Hayes
Director
3 February 2025
2025-02-03
Goodstuff Holdings Limited
Independent Auditor's Report
To the Members of Goodstuff Holdings Limited
Page 8
Opinion

We have audited the financial statements of Goodstuff Holdings Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:

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 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

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

 

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

 

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.

Goodstuff Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Goodstuff Holdings Limited
Page 9

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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.

Goodstuff Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Goodstuff Holdings Limited
Page 10
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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

 

Goodstuff Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Goodstuff Holdings Limited
Page 11

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 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.

Esther Carder
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
4 February 2025
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Goodstuff Holdings Limited
Statement of Comprehensive Income
For the year ended 31 December 2023
Page 12
2023
2022
Notes
£
£
Client Billings*
135,411,226
128,956,608
Revenue
3
15,790,889
13,978,090
Administrative expenses
(12,609,915)
(11,058,665)
Exceptional item
4
(416,075)
-
0
Operating profit
5
2,764,899
2,919,425
Interest receivable and similar income
9
956,336
138,100
Interest payable and similar expenses
10
(1,021)
(118)
Profit before taxation
3,720,214
3,057,407
Tax on profit
11
(1,165,345)
(315,221)
Profit for the financial year
2,554,869
2,742,186

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

 

*Client Billings is a management alternative performance measure and comprises the gross amounts billed to clients in respect of commission-based/fee-based income together with the total of other fees earned and recharge of third party costs, less any discounts given.

Goodstuff Holdings Limited
Balance Sheet
As at 31 December 2023
Page 13
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
13
278,024
363,574
Tangible assets
14
112,706
131,047
Investments
15
37,007
37,007
427,737
531,628
Current assets
Debtors
16
51,960,635
33,256,377
Cash at bank and in hand
425,116
1,858,200
52,385,751
35,114,577
Creditors: amounts falling due within one year
17
(47,063,270)
(32,208,582)
Net current assets
5,322,481
2,905,995
Total assets less current liabilities
5,750,218
3,437,623
Provisions for liabilities
Provisions
18
(416,075)
-
0
(416,075)
-
Net assets
5,334,143
3,437,623
Capital and reserves
Called up share capital
21
13,414
13,414
Other reserves
194,609
-
0
Profit and loss reserves
5,126,120
3,424,209
Total equity
5,334,143
3,437,623
The financial statements were approved by the board of directors and authorised for issue on 3 February 2025 and are signed on its behalf by:
Ben Hayes
Director
Company Registration No. 10525545
Goodstuff Holdings Limited
Statement of Changes in Equity
For the year ended 31 December 2023
Page 14
Share capital
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
13,414
-
9,682,023
9,695,437
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
2,742,186
2,742,186
Dividends
12
-
-
(9,000,000)
(9,000,000)
Balance at 31 December 2022
13,414
-
3,424,209
3,437,623
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
2,554,869
2,554,869
Dividends
12
-
-
(852,958)
(852,958)
Other movements
-
194,609
-
194,609
Balance at 31 December 2023
13,414
194,609
5,126,120
5,334,143

The parent company has granted share options to directors of the Company. In accordance with FRS 102 Section 26, the fair value of these share-based payments, amounting to £194,609, has been recognised as a capital contribution from the ultimate parent company. A corresponding expense has been recorded in the subsidiary’s profit and loss account under employee costs.

 

The movement in the Capital Contribution Reserve during the year reflects this increase in equity arising from the share-based payments.

Goodstuff Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2023
Page 15
1
Accounting policies
Company information

Goodstuff Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, Blue Fin Building, 110 Southwark Street, London, England, SE1 0SU.

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.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The Directors have decided to apply the exemption under Section 401 of the Companies Act 2006 not to prepare group accounts as: (i) the company is a wholly owned immediate subsidiary of Forward 3D Group Limited (ii) group accounts have already been prepared at Forward 3D Group Limited level and are filed at Companies House.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 16
1.3
Turnover

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, value added tax and other sales taxes.

 

The following criteria must also be met before revenue is recognised:

 

Revenue comprises commissions and fees earned in respect of amounts billed.

 

Pass-through costs comprise fees paid to external suppliers when they are engaged to perform part or all of a specific project & are charged directly to clients, predominantly media & data collection costs. Costs to obtain a contract are typically expensed as incurred as the contracts are generally short-term in nature.

 

In most instances, promised services in a contract are not considered distinct or represent a series of services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted for as a single performance obligation. However, where there are contracts with services that are capable of being distinct, are distinct within the context of the contract, and are accounted for as separate performance obligations, revenue is allocated to each of the performance obligations based on relative standalone selling prices.

 

Revenue is recognised when a performance obligation is satisfied and in accordance with the terms of the contractual arrangement with Customers.

 

Revenue recognised over time is based on the proportion of the level of service performed. Either an input or an output method, depending on the particular arrangement, is used to measure progress for each performance obligation. There is normally a direct relationship between costs incurred and the proportion of the contract performed to date. In other circumstances relevant output measures, such as the achievement of any project milestones stipulated in the contract, are used to assess proportional perform

 

For our retainer agreements, we have a stand ready obligation to perform services on an ongoing basis over the life of the contract. The scope of these arrangements are broad and generally are not reconcilable to another input or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line revenue recognition.

 

Certain arrangements with our clients are such that our responsibility is to arrange for a third party to provide a specified good or service to the Customer.

 

The amount of revenue recognised depends on whether we act as an agent or as a principal. Certain arrangements with our clients are such that our responsibility is to arrange for a third party to provide a specified good or service to the client. In these cases we are acting as an agent as we do not control the relevant good or service before it is transferred to the client. When we act as an agent, the revenue recorded is the net amount retained. Costs incurred with external suppliers (such as production costs and media suppliers) are excluded from revenue and recorded as unbilled costs until billed.

 

The Company acts as principal when we control the specified good or service prior to transfer. When the Company acts as a principal (such as when supplying in-house production services, events and branding), the revenue recorded is the gross amount billed. Billings related to out-of-pocket costs such as travel are also recognised at the gross amount billed with a corresponding amount recorded as an expense.

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 17
1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.5
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:

Leasehold improvements
Over the lease term
Fixtures and fittings
5 years straight line
Computers
3 years 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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

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.

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 18

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.

1.7
Cash at bank and in hand

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.

1.8
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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 19
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
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.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 20
1.10
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.

1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 21
1.14
Share-based payments

The Company has issued equity-settled share-based payments in its ultimate parent company, Stagwell Inc. to certain employees and accounts for these awards in accordance with FRS102 Section 26 Share-based Payments.

 

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant.

 

The fair value determined at the grant date is recognised in the profit and loss statement as an expense on a straight-line basis over the relevant vesting period, based on the Company’s estimate of the number of shares that will ultimately vest and adjusted for the effect of non-market-based vesting conditions.

1.15
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.

1.16
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.

2
Judgements and key sources of estimation uncertainty

Management is required to make key decisions and judgements whilst acknowledging there is estimation uncertainty in the process of applying the Company’s accounting policies. In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 22

Amortisation and Depreciation

 

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See note 13 for the carrying amount of the intangible assets and note 1.4 for the useful economic lives for each class of asset.

 

The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 14 for the carrying amount of the property, plant and equipment and note 1.5 for the useful economic lives for each class of asset.

Bad debt provision

Management have completed a review of the trade debtor balances to determine balances which are unlikely to be received and a provision has been accounted for where necessary.

 

Management have completed a review of the unbilled media activity and media queries at the year end to identify any balances which may not be recoverable from customers and, based on previous years' experience and the nature of the items, have made a necessary provision.

Rebate accruals

Accrued income related to rebate arrangements is determined using estimated spend at the year end with certain suppliers. The suppliers do not confirm the relevant spend until after the year end and therefore the accrued income element relating to rebates requires estimation. In turn, the rebate accruals to be passed back to each customer are based on the rebate income figures and the contractual arrangements in place with each customer. Therefore, the rebate accruals figures also include an element of estimation at the year end. Management assess the appropriateness of the provisions made for accrued income to be passed back to customers and where the contract is unclear or open to interpretation, management will make an assessment of the level of general provision required to cover any uncertainty in this area. This is reviewed each year and the general provision adjusted according to the conditions that are in place at the end of each financial year.

Impairment of investments and related loans to those entities

The recoverable amount of investments and related loans is based on future cash flows for the individual investments. In determining whether any impairment is required, management makes a number of estimates in respect of future cash flows and future earnings growth. Following their assessment and review, the directors have determined no impairment is necessary for the investments held. With respect to loans to entities where the Company previously held an investment these have been fully provided at the end of the year due to the uncertainty around the ability of each entity to.

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 23

Revenue Recognition

Retainer income relates to annual fees for media services incurred during a contractual period. These are recognised straight-line on a monthly basis as they cannot be directly attributed to a specific deliverable.

 

Performance related fees relate to fees with attached criteria to be recognised. Where it is possible to reliably estimate the amount, income is accrued in respect of performance related fees that relate to the financial year. Where it is not possible to reliably estimate performance related fees, it is recognised upon notification from the customer that the performance obligations have been delivered.

 

Agency vs Principle

The presentation of the Company’s 2023 financial statements has been updated to reflect revenue with an agent presentation, whereas in the previous year’s revenue has been presented to show turnover and related cost of sales as principal presentation. The change in presentation has been made to align with the treatment adopted by the Company’s parent company. This change is presentation only and does not impact the revenue/gross profit position of the Company.

If the principal presentation was adopted it would show the following in the Statement of Comprehensive Income:

 

2023

£

2022

£

Turnover

135,411,223

128,956,608

Cost of sales

(119,620,337)

(114,978,518)

Gross Profit

15,790,889

13,978,090

 

 

 

Accruals and Trade Creditors

Invoices are received from media owners for media activity delivered either during the month of activity or in the month after the activity has occurred. The invoices are matched to media accruals during the month where the invoice has been received in sufficient time prior to the month end cut off otherwise the invoices are matched in the month that the invoice is due, and subject to the activity being delivered and reconciled. The directors are confident that the liability for all media activity delivered to customers is complete and accurate and either recorded in trade creditors, where an invoice has been received and matched against media accruals, or in accrued media costs, where no invoice has been matched or received. The Company’s processes ensure that at the time that the media activity is billed to clients a media accrual is recognised or as part of the month end review if there is unbilled media activity the associated revenue and costs are recognised.

Media accruals and media suspense accounts and writeback policy

The Company's writeback policy involves judgements regarding the timing and amount of writebacks. Based on an aging analysis, writebacks are recognised after a specified period, determined by either the percentage of the invoices received against outstanding balances or the passage of time, the default being six years.

 

Management may override the standard process if specific information becomes available that affects the expected settlement of certain balances These judgements can significantly impact the recognition of writebacks in the income. The amount recognised in the year with respect to the release of media accruals and of media suspense accounts was £1.5m (2022: £1.2m).

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 24
3
Revenue and other income
2023
2022
£
£
Revenue analysed by class of business
Media strategy, planning and buying
15,790,889
13,978,090
2023
2022
£
£
Revenue analysed by geographical market
United Kingdom
15,568,233
12,092,505
Europe
188,591
1,465,527
Rest of World
34,065
420,058
15,790,889
13,978,090
2023
2022
£
£
Other significant income
Interest income
956,336
138,100

The company acts as an agent on media sales, with commission earned being included in the financial statements as Revenue.

4
Exceptional item
2023
2022
£
£
Expenditure
Exceptional item
416,075
-

In the year ended 31 December 2023, the company recognised £416,075 relating to an onerous lease. The Company relocated to a shared campus in March 2024 and vacated the premises occupied at that time. It was determined that the unavoidable costs of the lease from the 1 April 2024 to the end of the lease in August 2024 exceed the economic benefits expected to be received from its use.

5
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
2,362
10,876
Depreciation of owned tangible fixed assets
82,291
94,765
Loss/(profit) on disposal of tangible fixed assets
1,920
(1,800)
Amortisation of intangible assets
85,550
85,550
Share-based payment charges
194,609
-
Operating lease charges
352,737
561,078
Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 25
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
42,340
32,249
For other services
Preparation of statutory financial statements
3,870
3,650
Taxation compliance services
3,180
3,000
7,050
6,650
7
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Operations
103
104
Finance
13
10
Support
12
11
128
125

The total number of employees for the year ended 31 December 2023 was 128 (2022: 125).

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
7,643,305
6,677,795
Social security costs
829,506
776,601
Pension costs
257,812
268,245
8,730,623
7,722,641
Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 26
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
431,399
391,104
Company pension contributions to defined contribution schemes
54,074
19,555
485,473
410,659

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 2).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
225,674
195,552
Company pension contributions to defined contribution schemes
23,755
9,778
9
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
15,253
30,490
Interest receivable from group companies
906,795
107,610
Other interest income
34,288
-
0
Total income
956,336
138,100
10
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
1,021
118
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
464,219
-
0
Adjustments in respect of prior periods
-
0
1,020,409
Total current tax
464,219
1,020,409
Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
11
Taxation
2023
2022
£
£
(Continued)
Page 27
Deferred tax
Origination and reversal of timing differences
701,126
(705,188)
Total tax charge
1,165,345
315,221

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
3,720,214
3,057,407
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
874,994
580,907
Tax effect of expenses that are not deductible in determining taxable profit
114,403
2,036
Tax effect of income not taxable in determining taxable profit
(2,023)
-
0
Tax effect of utilisation of tax losses not previously recognised
-
0
(594,970)
Unutilised tax losses carried forward
-
0
(642,589)
Adjustments in respect of prior years
29
1,020,409
Permanent capital allowances in excess of depreciation
654
-
0
Deferred tax adjustments in respect of prior years
(29)
-
0
Other provisional adjustments
-
0
(6,909)
Other movements in deferred tax
177,317
(43,663)
Taxation charge for the year
1,165,345
315,221
12
Dividends
2023
2022
£
£
Final paid
852,958
9,000,000
Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 28
13
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
855,500
Amortisation and impairment
At 1 January 2023
491,926
Amortisation charged for the year
85,550
At 31 December 2023
577,476
Carrying amount
At 31 December 2023
278,024
At 31 December 2022
363,574

 

14
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
327,303
108,740
288,317
724,360
Additions
-
0
5,042
63,526
68,568
Disposals
-
0
(513)
(47,129)
(47,642)
At 31 December 2023
327,303
113,269
304,714
745,286
Depreciation and impairment
At 1 January 2023
314,382
70,148
208,783
593,313
Depreciation charged in the year
9,849
17,602
54,840
82,291
Eliminated in respect of disposals
-
0
(461)
(42,563)
(43,024)
At 31 December 2023
324,231
87,289
221,060
632,580
Carrying amount
At 31 December 2023
3,072
25,980
83,654
112,706
At 31 December 2022
12,921
38,592
79,534
131,047
Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 29
15
Fixed asset investments
2023
2022
£
£
Other investments
37,006
37,006
Investments in subsidary
1
1
37,007
37,007
Movements in fixed asset investments
Investment in associates
Other investments
Investment in subsidary
Total
£
£
£
£
Cost or valuation
At 1 January 2023 & 31 December 2023
-
37,006
1
37,007
Carrying amount
At 31 December 2023
-
37,006
1
37,007
At 31 December 2022
-
37,006
1
37,007
16
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
10,210,867
11,017,698
Corporation tax recoverable
498,624
924,123
Amounts owed by group undertakings
34,524,860
16,442,039
Other debtors
1,121,386
1,149,707
Prepayments and accrued income
5,475,789
2,892,604
51,831,526
32,426,171
Deferred tax asset (note 19)
129,109
830,206
51,960,635
33,256,377

Included within amounts owed by group undertakings is an amount of £34,524,860 which represents cash and cash equivalents held by group entities and which are part of the group's cash pooling arrangements. The cash and cash equivalents are available on demand.

 

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 30
17
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
13,574,826
6,149,371
Taxation and social security
1,587,802
2,035,791
Other creditors
3,104,708
2,155,627
Accruals and deferred income
28,795,934
21,867,793
47,063,270
32,208,582
18
Provisions for liabilities
2023
2022
£
£
Onerous lease provision
416,075
-
Movements on provisions:
Onerous lease provision
£
Additional provisions in the year
416,075
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2023
2022
Balances:
£
£
Decelerated capital allowances
(14,673)
107,071
Provisions and unpaid pensions
143,782
77,000
Tax losses
-
646,135
129,109
830,206
Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
19
Deferred taxation
(Continued)
Page 31
2023
Movements in the year:
£
Asset at 1 January 2023
(830,206)
Charge to profit or loss
701,097
Asset at 31 December 2023
(129,109)

 

 

20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
257,812
268,245

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

At the year end there were outstanding amounts in respect of defined contribution schemes of £206 (2022: £nil).

21
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of 2.5p each
100,000
100,000
2,500
2,500
Ordinary B Shares of 2.5p each
142,840
142,840
3,571
3,571
Ordinary C Shares of 2.5p each
148,790
148,790
3,720
3,720
Ordinary D Shares of 2.5p each
144,928
144,928
3,623
3,623
536,558
536,558
13,414
13,414

The Ordinary A, B, C and D shares rank pari-passu in all respects.

Goodstuff Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 32
22
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2023
2022
£
£
Within one year
513,906
685,208
Between two and five years
11,494
123,780
525,400
808,988
23
Related party transactions

As at 31 December 2023, the company owed £137,648 to Notorious Communications Limited (Formerly Love Sugar Science Limited) (2022: £65,000 was owed to the company).This amount is included within other creditors (other debtors in 2022). The Company owed £14,948 (2022: £92,547) to Notorious Communications Limited in respect to revenue sharing arrangements on common clients, which is included in trade creditors. During the year, the company had purchases of £447,868 from Notorious Communications Limited. The directors decided to fully provide against the loan balance in 2020. Goodstuff Holdings Limited owned 30% of the share capital up until 22 December 2021, the company is now related by virtue of common directorship.

 

As at 31 December 2023, the company was owed £50,000 (2022: £50,000) by 16x9 Media Limited in relation to a loan made during 2019. The directors decided to fully provide against the loan balance in 2020. Goodstuff Holdings Limited owned 25% of the share capital up until 22 December 2021.

 

 

24
Ultimate controlling party

The company is included in the group financial statements prepared by Forward 3D Group Limited and these can be obtained from the Registrar of Companies.

 

ForwardPMX Group LLC, an entity incorporated in the United States of America, is the immediate parent of the group.

 

The group considers Stagwell Inc, an entity incorporated in the United States of America, its ultimate controlling party and it is the largest group of undertakings for which group financial statements are drawn up.

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