Company Registration No. 03546594 (England and Wales)
Join the Dots (Research) Ltd
Annual report and financial statements
for the year ended 31 December 2023
Join the Dots (Research) Ltd
Company information
Directors
Catherine Spriet
(Appointed 1 January 2025)
Timothy Wragg
(Appointed 1 January 2025)
Paul Child
(Appointed 1 January 2025)
Company number
03546594
Registered office
Sevendale House
7 Dale Street
Manchester
England
M1 1JA
Independent auditor
Saffery LLP
Trinity
16 John Dalton Street
Manchester
M2 6HY
Join the Dots (Research) Ltd
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 28
Join the Dots (Research) Ltd
Strategic report
For the year ended 31 December 2023
1
The directors present the strategic report for the financial period from 1 January 2023 to 31 December 2023.
Review of the business
Join The Dots (Research) Limited became part of the Human8 group since the acquisition in 2019. During 2023, the Human8 group and the company had changed the revenue recognition method from revenue sharing to profit sharing part way through the year as part of the implementation of a new ERP system. Both the Human8 group and Join The Dots (Research) Limited experienced a revenue decline in 2023 compared to 2022. The decline is linked to both a difficult economic climate and the internal focus through integration, rebranding and ERP implementation.
As a result of the change in revenue recognition method, Join The Dots (Research) Limited achieved a gross margin of 84% compared to 55% in 2022. Global cost inflation is the main driver for increasing services and personnel costs. The Human8 group has taken and continues to take measures to safeguard profitability, such as restructuring activities and, where possible, implementing price increases to absorb the consequences of cost inflation.
Principal risks and uncertainties
The group mainly has a fixed cost structure. Turnover fluctuations therefore quickly weigh on the company's profitability. It responds to this by making price and personnel adjustments to protect profitability.
The loan interest is linked to the SONIA. These are not covered, meaning that Join The Dots (Research) Limited bears an interest risk.
Future developments
Change of CEO
Tim Wragg was appointed Chief Executive Officer in August 2024. He succeeds Camille Nicita who will take up a directorship within Human8. Tim brings over 25 years of global experience in the marketing research industry, having held senior leadership positions at major global research companies. His extensive background includes roles as CEO and Global Chief Client Officer for Millward Brown in Europe, CEO of Kantar's Insights, Analytics and Brand Strategy practices in the US, and most recently as CEO of Hall & Partners. Tim's international expertise in optimizing the complex combination of research, consulting and digital transformation, together with his passion for AI, make him the ideal leader for Human8 as we navigate our next evolution.
Refinancing
Human8 has renegotiated its credit contract so that debt repayments and interest charges are in a healthy relationship with the operating result that has been achieved and will be achieved.
These events are not of such a nature that they influence the image of the annual accounts closed on 31 December 2023.
Key performance indicators
In the period ended 31 December 2023, the Company achieved turnover of £12.12m (2022: £30.63m), with gross profit of £10.17m (2022: £16.96m) and an operating profit of £2.26m (2022: 3.92m). The change in turnover was due to the change of revenue recognition method (from revenue sharing to profit sharing) and the figures in 2022 were for an 18 months period.
Cash was £379k at 31 December 2023 and £771k at 31 December 2022.
Social responsibility
We remain committed to being socially responsible and to fundraising for good causes. We encourage staff to use their annual “free” day volunteering for a variety of good causes.
Join the Dots (Research) Ltd
Strategic report (continued)
For the year ended 31 December 2023
2
Catherine Spriet
Director
19 March 2025
Join the Dots (Research) Ltd
Directors' report
For the year ended 31 December 2023
3
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 conducting and analysing surveys for market research purposes.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Quentin Ashby
(Resigned 1 June 2023)
Graeme Lawrence
(Resigned 1 January 2025)
Kristof De Wulf
(Resigned 1 January 2025)
Tim Duhamel
(Resigned 1 January 2025)
Tom Goderis
(Resigned 1 January 2025)
Niels Schillewaert
(Resigned 1 January 2025)
Catherine Spriet
(Appointed 1 January 2025)
Timothy Wragg
(Appointed 1 January 2025)
Paul Child
(Appointed 1 January 2025)
Financial risk management objectives and policies
Principal risks and uncertainties
The directors confirm that we have carried out a robust assessment of the principal risks facing the company, including those that would threaten it's business model, future performance, solvency or liquidity. The principal risks and uncertainties facing the business are as follows:
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulties in meeting obligations associated with financial liabilities. The company aims to mitigate liquidity risk by managing the cash generation of its operations to focus on cash collection and regular and detailed cashflow forecasting. The business has no material exposure to non-basic financial instruments.
Join the Dots (Research) Ltd
Directors' report (continued)
For the year ended 31 December 2023
4
Foreign currency risk
The results of operations and financial position are measured using the functional currency of the primary economic environment in which the entity operates. Transactions are conducted in British Pounds, Euros and US Dollars. The company is exposed to exchange rate fluctuations and hence, currency rate changes are monitored to minimise the effect on results of operations.
Credit risk
Credit risk is the risk that customers or counterparties will not be able to meet their obligations to the company. The company has policies aimed at minimising such losses require that deferred payment terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures.
Regulatory risk
The risk faced by the business is the risk regulatory relating to changes employment and tax legislation. The company actively engages in the consultation phase of any proposed legislative changes, and positively embraces the final legislation. The company is committed to investing in both the resources and system changes necessary to ensure full compliance with such legislative changes.
Statutory Directors' report disclosures made in the strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of post balance sheet events, future developments and research and development.
Auditor
Saffery LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
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
Catherine Spriet
Director
19 March 2025
Join the Dots (Research) Ltd
Directors' responsibilities statement
For the year ended 31 December 2023
5
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Join the Dots (Research) Ltd
Independent auditor's report
To the members of Join the Dots (Research) Ltd
6
Opinion
We have audited the financial statements of Join the Dots (Research) Ltd (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, 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 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 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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.
Join the Dots (Research) Ltd
Independent auditor's report (continued)
To the members of Join the Dots (Research) Ltd
7
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
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.
Join the Dots (Research) Ltd
Independent auditor's report (continued)
To the members of Join the Dots (Research) Ltd
8
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.
Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
Join the Dots (Research) Ltd
Independent auditor's report (continued)
To the members of Join the Dots (Research) Ltd
9
Diane Petit-Laurent FCA
Senior Statutory Auditor
For and on behalf of Saffery LLP
19 March 2025
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
Join the Dots (Research) Ltd
Statement of comprehensive income
For the year ended 31 December 2023
10
Year
Period
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Revenue
3
12,120,910
30,630,734
Cost of sales
(1,953,371)
(13,670,710)
Gross profit
10,167,539
16,960,024
Administrative expenses
(7,904,908)
(13,075,734)
Other operating income
825
33,323
Operating profit
4
2,263,456
3,917,613
Investment income
7
1,271,140
311,663
Finance costs
8
(986,058)
(485,516)
Other gains and losses
9
(2,668,593)
-
(Loss)/profit before taxation
(120,055)
3,743,760
Tax on (loss)/profit
10
(364,863)
(469,591)
(Loss)/profit for the financial year
(484,918)
3,274,169
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Join the Dots (Research) Ltd
Statement of financial position
As at 31 December 2023
11
2023
2022
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
13
146,565
204,909
Investments
14
1,638,673
4,309,887
1,785,238
4,514,796
Current assets
Trade and other receivables
16
22,368,504
32,697,233
Cash and cash equivalents
379,356
771,388
22,747,860
33,468,621
Current liabilities
17
(12,158,848)
(24,353,699)
Net current assets
10,589,012
9,114,922
Total assets less current liabilities
12,374,250
13,629,718
Non-current liabilities
18
(2,318,636)
(3,091,636)
Provisions for liabilities
Deferred tax liability
20
4,258
1,808
(4,258)
(1,808)
Net assets
10,051,356
10,536,274
Equity
Called up share capital
23
1,900
1,900
Share premium account
24
59,127
59,127
Capital redemption reserve
25
181
181
Retained earnings
26
9,990,148
10,475,066
Total equity
10,051,356
10,536,274
The financial statements were approved by the board of directors and authorised for issue on 19 March 2025 and are signed on its behalf by:
Catherine Spriet
Director
Company Registration No. 03546594
Join the Dots (Research) Ltd
Statement of changes in equity
For the year ended 31 December 2023
12
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total
£
£
£
£
£
Balance at 1 July 2021
1,900
59,127
181
7,200,897
7,262,105
Period ended 31 December 2022:
Profit and total comprehensive income
-
-
-
3,274,169
3,274,169
Balance at 31 December 2022
1,900
59,127
181
10,475,066
10,536,274
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(484,918)
(484,918)
Balance at 31 December 2023
1,900
59,127
181
9,990,148
10,051,356
Join the Dots (Research) Ltd
Notes to the financial statements
For the year ended 31 December 2023
13
1
Accounting policies
Company information
Join the Dots (Research) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Sevendale House, 7 Dale Street, Manchester, England, M1 1JA.
1.1
Reporting period
The current accounting period covers the 12 months to 31 December 2023. The comparative figures cover a 18 month period from 1 July 2021 to 31 December 2022 and therefore are not wholly comparable. The period was changed to align statutory reporting with its immediate and ultimate parent company.
1.2
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:
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Join the Dots Holdings Limited. These consolidated financial statements are available from its registered office, Sevendale House, 7 Dale Street, Manchester, M1 1JA.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
14
1.3
Going concern
The company is reliant on the financial support of its parent company, Human8 Europe NV. The parent company has provided a letter of support, confirming its intention to provide the necessary financial assistance to enable the company to meet its obligations as they fall due for a period of 12 months from the date the financial statements are approved.true
The parent company has recently secured a new convertible shareholder loan and a new financing agreement with its lenders. These arrangements provide additional financial stability and flexibility, enhancing the parent company's ability to support the company.
Based on the financial support from the parent company and the recent financial arrangements, the directors believe that the company has adequate resources to continue in operational existence for the foreseeable future. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The directors have considered whether there are any material uncertainties that may cast significant doubt on the company's ability to continue as a going concern. Based on the current assessment, no such material uncertainties have been identified.
1.4
Revenue
Turnover represents amounts billed and receivable for market research services provided, net of VAT and trade discounts. Turnover represents amounts chargeable to clients, including expenses and disbursements. Turnover is recognised as contract activity progresses, so that for incomplete projects, it reflects the partial performance of the contractual obligations. Any difference between earned income and the amount invoiced for that project is recognised as accrued or deferred income as appropriate.
1.5
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that it can demonstrate all of the following:
the technical
its intention to complete the intangible asset and use or sell it;
its ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
its ability to measure reliably the expenditure attributable to the intangible asset during its development.
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation 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:
Software
5 years straight line
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
15
1.7
Property, plant and equipment
Property, plant and equipment 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:
Land and buildings leasehold
Straight line over the life of the lease
Fixtures, fittings & equipment
3 - 5 years straight line
Computer equipment
3 - 5 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.
1.8
Non-current investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
Impairment of non-current 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.
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.
1.10
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
16
1.11
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 statement of financial position 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 trade and other receivables, 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.
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.
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
17
Basic financial liabilities
Basic financial liabilities, including trade and other payables, 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 payables 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 payables 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.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.13
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 income statement 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.
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
18
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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.
1.14
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 non-current 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.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
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.
1.17
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.
1.18
Exceptional items which are material by reference to an item's size and nature are separately disclosed on the face of the Statement of Comprehensive Income, if such presentation is relevant to the understanding of the Company's financial performance.
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
19
2
Critical accounting judgements and key sources of estimation uncertainty
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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Allowance for doubtful debts
The directors assess the doubtful debt allowance at each reporting date. Key assumptions applied are the estimated debt recovery rates and the future market conditions that could affect recovery. The balance at year end is £41,790 (2022: £nil)
Useful life of tangible fixed assets
At each period end the directors review each category to assess the estimated useful life of assets based on economic utilisation and physical condition. Judgement is required in determining whether there any indicators of impairment. Factors taken in reaching such a decision include the economic viability and expected future financial performance of the asset. See Note 12 for depreciation in the current period.
3
Turnover
An analysis of the company's revenue is as follows:
2023
2022
£
£
Revenue analysed by class of business
Market research services
9,769,130
27,005,025
Management fees
2,351,780
3,625,709
12,120,910
30,630,734
In the year to 31 December 2023 81% (2022: 38%) of the company's turnover was to markets outside the United Kingdom.
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
20
4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
£
£
Exchange losses
290
299,278
Fees payable to the company's auditor for the audit of the company's financial statements
48,650
23,000
Depreciation of owned property, plant and equipment
81,912
153,863
Amortisation of intangible assets
-
41,473
Operating lease charges
402,027
326,918
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Staff
116
132
Management
1
3
Total
117
135
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
5,590,304
9,564,787
Social security costs
607,447
1,059,443
Pension costs
295,777
489,514
6,493,528
11,113,744
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
168,935
399,988
Company pension contributions to defined contribution schemes
9,473
21,658
178,408
421,646
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 2).
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
6
Directors' remuneration (continued)
21
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
111,533
216,024
Company pension contributions to defined contribution schemes
6,692
11,817
7
Investment income
2023
2022
£
£
Interest income
Interest on bank deposits
993
1,473
Interest receivable from group companies
1,135,872
310,190
Other interest income
134,275
Total income
1,271,140
311,663
8
Finance costs
2023
2022
£
£
Interest on bank overdrafts and loans
270,372
101,113
Interest payable to group undertakings
552,240
384,403
Other interest on financial liabilities
163,446
986,058
485,516
9
Other gains and losses
2023
2022
£
£
Other gains and losses
(2,668,593)
-
During the year the investment held in Space Doctors Limited was written down by £640,240.
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
362,413
491,234
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
10
Taxation
2023
2022
£
£ (continued)
22
Deferred tax
Origination and reversal of timing differences
2,450
(21,643)
Total tax charge
364,863
469,591
With effect from 1 April 2023 the rate of corporation tax increased from 19% to 25%. From the same date a small companies rate of 19% was introduced for companies with profits of £50,000 or less. The main rate of 25% applies to companies with profits over £250,000 and marginal relief applies for profit between the thresholds. The corporation tax liabilities within the financial statements are calculated using these rates.
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
(Loss)/profit before taxation
(120,055)
3,743,760
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(28,237)
711,314
Tax effect of expenses that are not deductible in determining taxable profit
605,234
83,278
Group relief
(191,016)
(272,629)
Permanent capital allowances in excess of depreciation
(23,568)
(30,729)
Deferred tax movement
2,450
(21,643)
Taxation charge for the year
364,863
469,591
11
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2023
2022
Notes
£
£
In respect of:
Fixed asset investments
14
2,668,593
-
Recognised in:
Other gains and losses
2,668,593
-
The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
23
12
Intangible fixed assets
Software
£
Cost
At 1 January 2023 and 31 December 2023
149,700
Amortisation
At 1 January 2023 and 31 December 2023
149,700
Carrying amount
At 31 December 2023
At 31 December 2022
13
Property, plant and equipment
Land and buildings leasehold
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2023
149,271
48,371
183,300
380,942
Additions
14,960
8,608
23,568
At 31 December 2023
164,231
48,371
191,908
404,510
Depreciation and impairment
At 1 January 2023
44,146
27,459
104,428
176,033
Depreciation charged in the year
30,430
10,103
41,379
81,912
At 31 December 2023
74,576
37,562
145,807
257,945
Carrying amount
At 31 December 2023
89,655
10,809
46,101
146,565
At 31 December 2022
105,125
20,912
78,872
204,909
14
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
15
1,638,673
4,309,887
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
14
Fixed asset investments (continued)
24
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
4,309,887
Disposals
(2,621)
At 31 December 2023
4,307,266
Impairment
At 1 January 2023
-
Impairment losses
2,668,593
At 31 December 2023
2,668,593
Carrying amount
At 31 December 2023
1,638,673
At 31 December 2022
4,309,887
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office key
shares held
Direct
Indirect
Space Doctors Limited
1
Conducting and analysing surveys
Ordinary
100
0
Insites Consultants Limited
2
Conducting and analysing surveys
Ordinary
100
0
Registered Office addresses:
1
16 Wilbury Grove, Hove, East Sussex, BN3 3JQ
2
Sevendale House, 7 Dale Street, Manchester, England, M1 1JA
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
25
16
Trade and other receivables
2023
2022
Amounts falling due within one year:
£
£
Trade receivables
2,177,744
2,007,883
Corporation tax recoverable
100,774
257,539
Amounts owed by group undertakings
19,783,186
29,440,306
Other receivables
1,209
550
Prepayments and accrued income
305,591
990,955
22,368,504
32,697,233
17
Current liabilities
2023
2022
Notes
£
£
Bank loans
19
772,909
772,909
Trade payables
60,988
68,896
Amounts owed to group undertakings
10,394,621
20,905,893
Taxation and social security
566,045
852,209
Other payables
128,192
85,857
Accruals and deferred income
236,093
1,667,935
12,158,848
24,353,699
18
Non-current liabilities
2023
2022
Notes
£
£
Bank loans and overdrafts
19
2,318,636
3,091,636
19
Borrowings
2023
2022
£
£
Bank loans
3,091,545
3,864,545
Payable within one year
772,909
772,909
Payable after one year
2,318,636
3,091,636
The long-term loans are secured by fixed charges over the company and all of its assets in favour of ING Bank NV.
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
26
20
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
4,258
15,475
Other short term timing differences
-
(13,667)
4,258
1,808
2023
Movements in the year:
£
Liability at 1 January 2023
1,808
Charge to profit or loss
2,450
Liability at 31 December 2023
4,258
£4,258 (2022: £1,808) of the deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature in the same period.
21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
295,777
489,514
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.
The pension creditor at 31 December 2023 was £45,128 (2022: £54,670).
22
Provisions for liabilities
2023
2022
£
£
Deferred tax liabilities
20
4,258
1,808
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
27
23
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
190,000
190,000
1,900
1,900
24
Share premium account
The share premium account represents amounts paid for shares in excess of par.
25
Capital redemption reserve
The capital redemption reserve represents the amounts transferred following the redemption or purchase of the company's own shares.
26
Retained earnings
Profit and loss reserves represents accumulated comprehensive income for the year and prior periods less dividends paid and redemption of shares.
27
Disposal of a business
During financial year 2023, Join The Dots (Research) Limited disposed of its 100% owned subsidiaries Join the Dots (Singapore) Pte Limited and Join The Dots (USA) Inc. Included in these financial statements were losses of £2,541 and £80 respectively arising from the company’s interest in up to the date of its disposal.
28
Financial commitments, guarantees and contingent liabilities
As at the balance sheet date there is a fixed and floating charge over the company and all of its assets in favour of ING Bank NV. As at 31 December 2023, MC InSites NV and fellow subsidiaries, have a total facility with ING Bank NV for £3,091,545 (2022:£3,864,545).
29
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
263,224
30
Events after the reporting date
On 29 January 2024 Join The Dots (Research) Limited entered into an operating lease agreement for the rental of a property for a 59 month period. The total commitment amounts to £757,099.
Join the Dots (Research) Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2023
28
31
Ultimate controlling party
Join the Dots Holdings Limited, a company incorporated in England and Wales, is the immediate parent company of Join the Dots (Research) Limited and is the smallest group of undertakings in which Join the Dots (Research) Limited is a member and for which consolidated financial statements are prepared. A copy of the consolidated financial statements can be obtained from Sevendale House, 7 Dale Street, Manchester, England, M1 1JA.
Human8 Europre NV, a company incorporated in Belgium, is the company's ultimate parent undertaking and is the largest group of undertakings in which Join the Dots (Research) Limited is a member and for which consolidated financial statements are prepared. The company's registered address is Evergemsesteenweg 195 – 9032 Wondelgem – Belgium.
There is no individual ultimate controlling party.
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