Company Registration No. 10723179 (England and Wales)
Join the Dots Holdings Limited
Annual report and
group financial statements
for the year ended 31 December 2023
Join the Dots Holdings Limited
Company information
Directors
Timothy Wragg
(Appointed 1 January 2025)
Catherine Spriet
(Appointed 1 January 2025)
Paul Child
(Appointed 1 January 2025)
Company number
10723179
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 Holdings Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 34
Join the Dots Holdings Limited
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 Holdings group companies are part of the Human8 group with head office in Belgium. During 2023, the Human8 group and the Join the Dots group 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 Human8 group and Join The Dots group 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 group achieved a gross margin of 81% compared to 51% 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 in Join The Dots (Research) Limited is linked to 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 year ended 31 December 2023, the Join The Dots Group achieved turnover of 15.55m (2022 : £41.17m), with gross profit of £12.65m (2022: £20.97m) and operating profit of £0.68m (2022: £2.47m). 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 £747k at 31 December 2023 and £1.23m at 31 December 2022.

2023 ended with an operating loss at 20.29% (2022: 3.15%). The main reason for the loss was due to the impairment of the investment in Space Doctors Limited.

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 Holdings Limited
Strategic report (continued)
For the year ended 31 December 2023
2

On behalf of the board

Catherine Spriet
Director
19 March 2025
Join the Dots Holdings Limited
Directors' report
For the year ended 31 December 2023
3

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

Principal activities

The principal activity of the group continued to be that of conducting and analysing surveys. The principal activity of the company was that of a holding company.

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 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:

Quentin Ashby
(Resigned 1 June 2023)
Graeme Lawrence
(Resigned 1 January 2025)
Tim Duhamel
(Resigned 1 January 2025)
Tom Goderis
(Resigned 1 January 2025)
Kristof De Wulf
(Resigned 1 January 2025)
Niels Schillewaert
(Resigned 1 January 2025)
Timothy Wragg
(Appointed 1 January 2025)
Catherine Spriet
(Appointed 1 January 2025)
Paul Child
(Appointed 1 January 2025)
Financial instruments
Principal risks and uncertainties

The directors confirm that we have carried out a robust assessment of the principal risks facing the group, 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:

 

Pricing risk

The Group’s cost base and margin may be impacted by fluctuations in freight, energy, labour and other input costs. There has been significant global cost inflation during 2022 caused by factors such as climate change related weather events and general market uncertainty. The Group has a strong commercial focus on procurement. Pricing and cost improvement initiatives are maintained along with ongoing monitoring of the commercial implications of commodity price and other input cost movements. Contractual mechanisms to pass through fluctuations in commodity prices are in place with many customers.

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 with strong focus on cash collection and regular and detailed cashflow forecasting. The business has no material exposure to non-basic financial instruments.

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 group is exposed to exchange rate fluctuations and hence, currency rates changes are monitored to minimize the effect on results of operations.

Join the Dots Holdings Limited
Directors' report (continued)
For the year ended 31 December 2023
4
Credit risk

Credit risk is the risk that customers or counterparties will not be able to meet their obligations to the group. The group has policies aimed at minimising such losses and 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 regulatory risk relating to changes to employment and tax legislation. The group actively engages in the consultation phase of any proposed legislative changes, and positively embraces the final legislation. The group is committed to investing in both the resources and system changes necessary to ensure full compliance with such legislative changes.

Changes in presentation of the financial statements

The group has chosen in accordance with Companies Act 2006, s. 414G(11) to set out in the group'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 group 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 directors' responsibilities

The directors are responsible for preparing the Annual Report and the group 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 group 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 group and company, and of the profit or loss of the group and 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and 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 auditor of the company 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 auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

Join the Dots Holdings Limited
Directors' report (continued)
For the year ended 31 December 2023
5
On behalf of the board
Catherine Spriet
Director
19 March 2025
Join the Dots Holdings Limited
Independent auditor's report
To the members of Join the Dots Holdings Limited
6
Opinion

We have audited the financial statements of Join the Dots Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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:

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 group and parent 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 group's and parent 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 directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 Holdings Limited
Independent auditor's report (continued)
To the members of Join the Dots Holdings Limited
7

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 parent 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 parent 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 Holdings Limited
Independent auditor's report (continued)
To the members of Join the Dots Holdings Limited
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 group and parent 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 group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent 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 group and parent company financial statement disclosures. We reviewed the parent 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 parent 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.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

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.

Join the Dots Holdings Limited
Independent auditor's report (continued)
To the members of Join the Dots Holdings Limited
9

Use of our report

This report is made solely to the Parent 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 Parent Company's members those matters we are required to state to them in an auditors 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 Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

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 Holdings Limited
Group statement of comprehensive income
For the year ended 31 December 2023
10
Year
Period
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Turnover
3
15,547,552
41,168,377
Cost of sales
(2,894,783)
(20,194,066)
Gross profit
12,652,769
20,974,311
Administrative expenses
(12,065,070)
(18,606,539)
Other operating income
93,726
102,799
Operating profit
4
681,425
2,470,571
Interest receivable and similar income
8
897,940
324,852
Interest payable and similar expenses
9
(1,703,800)
(963,958)
Other gains and losses
10
(2,668,593)
-
(Loss)/profit before taxation
(2,793,028)
1,831,465
Tax on (loss)/profit
11
(362,308)
(556,239)
(Loss)/profit for the financial year
24
(3,155,336)
1,275,226
Other comprehensive income
Currency translation gain taken to retained earnings
594
19,528
Total comprehensive income for the year
(3,154,742)
1,294,754
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Join the Dots Holdings Limited
Group statement of financial position
As at 31 December 2023
11
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
12
2,749,902
6,543,344
Other intangible assets
12
63,620
283,588
Total intangible assets
2,813,522
6,826,932
Tangible assets
13
181,241
247,473
2,994,763
7,074,405
Current assets
Debtors
16
18,994,572
40,140,769
Cash at bank and in hand
747,210
1,224,861
19,741,782
41,365,630
Creditors: amounts falling due within one year
17
(21,820,116)
(43,569,314)
Net current liabilities
(2,078,334)
(2,203,684)
Total assets less current liabilities
916,429
4,870,721
Creditors: amounts falling due after more than one year
18
(2,318,636)
(3,091,636)
Provisions for liabilities
Deferred tax liability
20
10,508
37,058
(10,508)
(37,058)
Net (liabilities)/assets
(1,412,715)
1,742,027
Capital and reserves
Called up share capital
22
59,852
59,852
Share premium account
23
4,110,256
4,110,256
Profit and loss reserves
24
(5,582,823)
(2,428,081)
Total equity
(1,412,715)
1,742,027

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

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:
19 March 2025
Catherine Spriet
Director
Company registration number 10723179 (England and Wales)
Join the Dots Holdings Limited
Company statement of financial position
As at 31 December 2023
31 December 2023
12
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
14
12,723,926
12,723,926
Current assets
-
-
Creditors: amounts falling due within one year
17
(8,764,830)
(8,196,195)
Net current liabilities
(8,764,830)
(8,196,195)
Net assets
3,959,096
4,527,731
Capital and reserves
Called up share capital
22
43,852
43,852
Share premium account
23
4,110,256
4,110,256
Profit and loss reserves
24
(195,012)
373,623
Total equity
3,959,096
4,527,731

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £568,635 (2022 - £49,798 profit).

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:
19 March 2025
Catherine Spriet
Director
Company registration number 10723179 (England and Wales)
Join the Dots Holdings Limited
Group statement of changes in equity
For the year ended 31 December 2023
13
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2021
59,852
4,110,256
(3,722,835)
447,273
Period ended 31 December 2022:
Profit for the period
-
-
1,275,226
1,275,226
Other comprehensive income:
Currency translation differences
-
-
19,528
19,528
Total comprehensive income
-
-
1,294,754
1,294,754
Balance at 31 December 2022
59,852
4,110,256
(2,428,081)
1,742,027
Year ended 31 December 2023:
Loss for the year
-
-
(3,155,336)
(3,155,336)
Other comprehensive income:
Currency translation differences
-
-
594
594
Total comprehensive income
-
-
(3,154,742)
(3,154,742)
Balance at 31 December 2023
59,852
4,110,256
(5,582,823)
(1,412,715)
Join the Dots Holdings Limited
Company statement of changes in equity
For the year ended 31 December 2023
14
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2021
43,852
4,110,256
323,825
4,477,933
Period ended 31 December 2022:
Profit and total comprehensive income for the period
-
-
49,798
49,798
Balance at 31 December 2022
43,852
4,110,256
373,623
4,527,731
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
(568,635)
(568,635)
Balance at 31 December 2023
43,852
4,110,256
(195,012)
3,959,096
Join the Dots Holdings Limited
Group statement of cash flows
For the year ended 31 December 2023
15
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
1,345,799
1,001,142
Interest paid
(1,703,800)
(963,958)
Income taxes paid
(217,161)
(1,117,784)
Net cash outflow from operating activities
(575,162)
(1,080,600)
Investing activities
Purchase of business
-
(3,765,722)
Purchase of tangible fixed assets
(28,023)
(285,039)
Proceeds from disposal of tangible fixed assets
-
5,029
Interest received
897,940
324,852
Net cash generated from/(used in) investing activities
869,917
(3,720,880)
Financing activities
Proceeds from new bank loans
-
4,251,000
Repayment of bank loans
(773,000)
(386,455)
Net cash (used in)/generated from financing activities
(773,000)
3,864,545
Net decrease in cash and cash equivalents
(478,245)
(936,935)
Cash and cash equivalents at beginning of year
1,224,861
2,142,268
Effect of foreign exchange rates
594
19,528
Cash and cash equivalents at end of year
747,210
1,224,861
Join the Dots Holdings Limited
Notes to the group financial statements
For the year ended 31 December 2023
16
1
Accounting policies
Company information

Join the Dots Holdings Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is The Hive, 51 Lever Street, Manchester, M1 1FN.

 

The group consists of Join the Dots Holdings Limited and all of its subsidiaries.

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.

The 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 group 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 for parent company information presented within the group financial statements:

 

The financial statements of the company are consolidated in the financial statements of MC Insites NV. These consolidated financial statements are available from its registered office, Evergemsesteenweg 195 - 9032 Wondelgem - Belgium.

1.2
Business combinations

In the group financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
17
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Join the Dots Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

 

The use of merger accounting has been deemed applicable for the transfer of the equity holding in Insites Consultants Limited. The registered office of the entity is The Office Group, Borough Yards, 13, Dirty Lane, London, United Kingdom, SE1 9PA. The shares were acquired from Insites Compages N.V. whose registered office is Evergemsesteenweg 195, 9032 Wondelgem, Belgium. The merger reserve balance is £Nil.

1.4
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.

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.

1.5
Turnover

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.

Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
18
1.6
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of subsidiary undertakings represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities 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.

1.7
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
50 months straight line
Brand
41 months straight line
Customer list
6 - 7 years straight line
1.8
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:

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 recognised in the income statement.

Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
19
1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments 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 the income statement.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

1.11
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 Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
20
1.12
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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, 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 group 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 group after deducting all of its liabilities.

Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
21
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 the income statement.

 

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 group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group 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 group.

1.14
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 group’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 Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
22
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.

1.15
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 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.

1.16
Retirement benefits

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

1.17
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 leased asset are consumed.

1.18
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 are included in the income statement for the period.

1.19

Exceptional items

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 Group's financial performance.

Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
23
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the group’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.

Goodwill and other intangible and tangible assets

The Group is required to assess at each reporting date whether there is any indication that an asset may be impaired. If any such indication exists, the Group shall estimate the recoverable amount of the asset. This requires the group to assess the higher of the fair value less costs to sell and the value in use of the cash generating units of assets in question.

 

For the goodwill and intangible assets recognised on consolidation the smallest cash generating unit of the group was identified as the group of companies and all assets contained therein. Given that there is no active market for the sales value of the business the group elected to estimate the value in use by assessing the present value of the future cash flows of the group discounted at a suitable rate.

 

Details of goodwill and other intangible assets are set out in note 12 to the financial statements.

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. Provision balance in current year is £71,538 (2022: £Nil)

Useful life of tangible and intangible 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. See note 13 for the depreciation in the current period.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Market research services
12,652,631
39,314,579
Management fees
2,894,921
1,853,798
15,547,552
41,168,377
2023
2022
£
£
Other revenue
Interest income
897,940
324,852
Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
3
Turnover and other revenue (continued)
24

In the year to 31 December 2023 81% (2022: 38%) of the group's turnover was to markets outside the United Kingdom.

4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging:
Exchange losses
172,153
18,598
Depreciation of owned tangible fixed assets
94,255
166,237
(Profit)/loss on disposal of tangible fixed assets
-
20,509
Amortisation of intangible assets
1,344,817
1,971,815
Impairment of intangible assets
2,668,593
-
0
Operating lease charges
402,928
327,645
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
25,000
25,000
Audit of the financial statements of the company's subsidiaries
27,550
23,000
52,550
48,000
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Staff
140
155
-
-
Management
2
5
-
-
Total
142
160
-
0
-
0
Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
6
Employees (continued)
25

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
7,216,913
11,827,423
-
0
-
0
Social security costs
833,538
1,295,445
-
-
Pension costs
296,443
575,951
-
0
-
0
8,346,894
13,698,819
-
0
-
0

The company's directors are employed by the company's ultimate parent undertaking or the company's subsidiary.

7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
168,935
382,231
Company pension contributions to defined contribution schemes
9,473
21,658
178,408
403,889
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
n/a
207,733
Company pension contributions to defined contribution schemes
n/a
11,817

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

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

Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
26
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
994
1,507
Interest receivable from group companies
1,135,872
309,235
Other interest income
(238,926)
14,110
Total income
897,940
324,852
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
270,372
104,477
Interest payable to group undertakings
1,188,405
859,469
Other interest on financial liabilities
233,953
12
Other interest
11,070
-
Total finance costs
1,703,800
963,958
10
Other gains and losses
2023
2022
£
£
Other gains and losses
(2,668,593)
-
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
388,858
675,727
Adjustments in respect of prior periods
-
0
10,905
Total current tax
388,858
686,632
Deferred tax
Origination and reversal of timing differences
(26,550)
(130,393)
Total tax charge
362,308
556,239
Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
11
Taxation (continued)
27

The main rate of corporation tax for the period ended 31 December 2022 was 19% and will remain in force until 31 March 2023.

 

At the March 2021 Budget the Chancellor announced that from 1 April 2023 the main rate of corporation tax will be 25% for companies with annual profits over £250,000. For certain companies with annual profits below £50,000 the rate will remain at 19%. Marginal relief provisions will also be introduced so that, where a qualifying company’s profits fall between the lower (£50,000) and upper (£250,000) limits, it will be able to claim an amount of marginal relief that bridges the gap between the lower and upper limits providing a gradual increase in the corporation tax rate.

 

The changes to increase the main rate of corporation tax to 25% was enacted on 10 June 2021, therefore deferred tax rates at the year end date have been measured using these enacted tax rates and reflected in the financial statements.

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
(2,793,028)
1,831,465
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(656,920)
347,978
Tax effect of expenses that are not deductible in determining taxable profit
981,798
469,366
Adjustments in respect of prior years
(4,720)
10,905
Group relief
-
0
(75,893)
Permanent capital allowances in excess of depreciation
(5,543)
(64,532)
Effect of overseas tax rates
-
0
(1,192)
Dividend income
47,693
-
Deferred tax movement
-
0
(130,393)
Taxation charge
362,308
556,239
Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
28
12
Intangible fixed assets
Group
Goodwill
Software
Brand
Customer list
Total
£
£
£
£
£
Cost
At 1 January 2023
11,248,486
996,305
540,000
1,860,000
14,644,791
Disposals
-
0
(820,580)
(540,000)
-
0
(1,360,580)
At 31 December 2023
11,248,486
175,725
-
0
1,860,000
13,284,211
Amortisation and impairment
At 1 January 2023
4,705,142
996,305
540,000
1,576,412
7,817,859
Amortisation charged for the year
1,124,849
-
0
-
0
219,968
1,344,817
Impairment losses
2,668,593
-
0
-
0
-
0
2,668,593
Disposals
-
0
(820,580)
(540,000)
-
0
(1,360,580)
At 31 December 2023
8,498,584
175,725
-
0
1,796,380
10,470,689
Carrying amount
At 31 December 2023
2,749,902
-
0
-
0
63,620
2,813,522
At 31 December 2022
6,543,344
-
0
-
0
283,588
6,826,932
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.

The remaining amortisation of the above intangible assets is: Goodwill with net book value of £2,557,352 is 3 years, Goodwill with net book value of £192,550 is 6 years, and Customer list less than 1 year.

 

Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
29
13
Tangible fixed assets
Group
Land and buildings leasehold
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2023
159,915
75,117
277,811
512,843
Additions
14,960
-
0
13,063
28,023
At 31 December 2023
174,875
75,117
290,874
540,866
Depreciation and impairment
At 1 January 2023
51,076
44,941
169,353
265,370
Depreciation charged in the year
31,459
12,879
49,917
94,255
At 31 December 2023
82,535
57,820
219,270
359,625
Carrying amount
At 31 December 2023
92,340
17,297
71,604
181,241
At 31 December 2022
108,839
30,176
108,458
247,473
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
12,723,926
12,723,926
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
12,723,926
Carrying amount
At 31 December 2023
12,723,926
At 31 December 2022
12,723,926
Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
30
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Join the Dots (Research) Ltd
See below
Ordinary
100.00
-
Space Doctors Limited
See below
Ordinary
-
100.00
Insites Consultants Limited
See below
Ordinary
-
100.00

The registered office of Join the Dots (Research) Ltd and Insites Consultants Limited is Sevendale House, 7 Dale Street, Manchester, England, M1 1JA.

 

The registered office of Space Doctors Limited is 16 Wilbury Grove, Hove, East Sussex, BN3 3JQ

 

Space Doctors Limited, company number 04281520 and Insites Consultants Limited, company number 07169901, are exempt from audit under the requirements of s479A of the Companies Act 2006. Join the Dots Holdings Limited guarantees the liabilities of these companies under s479C of the Companies Act 2006 in respect of the period ended 31 December 2023.

16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,363,890
4,341,003
-
0
-
0
Corporation tax recoverable
102,815
259,584
-
0
-
0
Amounts owed by group undertakings
13,843,314
33,580,382
-
-
Other debtors
216,639
280,595
-
0
-
0
Prepayments and accrued income
467,914
1,679,205
-
0
-
0
18,994,572
40,140,769
-
-
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
19
772,909
772,909
-
0
-
0
Trade creditors
788,535
111,821
577,271
-
0
Amounts owed to group undertakings
19,166,384
39,239,207
8,187,559
8,192,828
Corporation tax payable
23,838
8,910
-
0
3,367
Other taxation and social security
640,670
920,773
-
-
Other creditors
167,820
271,001
-
0
-
0
Accruals and deferred income
259,960
2,244,693
-
0
-
0
21,820,116
43,569,314
8,764,830
8,196,195
Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
31
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
2,318,636
3,091,636
-
0
-
0
19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
3,091,545
3,864,545
-
0
-
0
Payable within one year
772,909
772,909
-
0
-
0
Payable after one year
2,318,636
3,091,636
-
0
-
0

The long-term loans are secured by fixed charges over the company and all of its assets in favour of ING Bank NV.

20
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
10,508
18,700
Other short term timing differences
-
18,358
10,508
37,058
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
37,058
-
Credit to profit or loss
(26,550)
-
Liability at 31 December 2023
10,508
-
Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
20
Deferred taxation (continued)
32

£10.508 (2022: £13,677) of the deferred tax liability set out above is expected to reverse within 12 months. This estimate is based on accelerated capital allowances that are expected to mature in the same period and release of deferred tax associated with the amortisation on intangible fixed assets.

21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
296,443
575,951

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

The pension creditor as at 31 December 2023 was £45,128 (2022: £11,036).

22
Share capital
Group
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 50p each
80,388
80,388
40,194
40,194
A Ordinary shares of £1 each
19,613
19,613
19,613
19,613
C Ordinary shares of 1p each
4,500
4,500
45
45
104,501
104,501
59,852
59,852
Company
Issued and fully paid
Ordinary shares of 50p each
80,388
80,388
40,194
40,194
A Ordinary shares of £1 each
3,613
3,613
3,613
3,613
C Ordinary shares of 1p each
4,500
4,500
45
45
88,501
88,501
43,852
43,852

The Ordinary shares are entitled to 95% of the votes at a general meeting, are non-redeemable and have the right to participate equally in dividends and capital distributions (including on winding up).

 

The A Ordinary shares are entitled to 5% of the votes at a general meeting, are non-redeemable and have the right to participate equally in dividends and capital distributions (including on winding up).

 

The C Ordinary shares do not entitle the holder to vote at a general meeting, are non-redeemable and have the right to participate equally in dividends and capital distributions (including on winding up).

23
Share premium account

The share premium account represents amounts paid for shares in excess of par.

Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
33
24
Profit and loss reserves

Profit and loss reserves represents accumulated comprehensive income for the year and prior periods less dividends paid.

25
Disposals

During financial year 2022, 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.

 

26
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 €32,880,905 (2022: €25,067,811), $21,610,734 (2022: $4,500,000) and £5,739,116 (2022: £7,173,895).

27
Operating lease commitments
Lessee

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

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
-
263,224
-
-
-
263,224
-
-
28
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.

29
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows:

2023
2022
£
£
Aggregate compensation
584,606
690,899
Join the Dots Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 December 2023
34
30
Controlling party

Human8 Europe NV, a company incorporated in Belgium, is the company's ultimate parent undertaking and is the smallest and largest group of undertakings in which Join the Dots Holdings 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.

31
Cash generated from group operations
2023
2022
£
£
(Loss)/profit for the year after tax
(3,155,336)
1,275,226
Adjustments for:
Taxation charged
362,308
556,239
Finance costs
1,703,800
963,958
Investment income
(897,940)
(324,852)
(Gain)/loss on disposal of tangible fixed assets
-
20,509
Amortisation and impairment of intangible assets
4,013,410
1,971,815
Depreciation and impairment of tangible fixed assets
94,255
166,237
Movements in working capital:
Decrease/(increase) in debtors
20,989,428
(28,863,247)
(Decrease)/increase in creditors
(21,764,126)
25,235,257
Cash generated from operations
1,345,799
1,001,142
32
Analysis of changes in net debt - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
1,224,861
(477,651)
747,210
Borrowings excluding overdrafts
(3,864,545)
773,000
(3,091,545)
(2,639,684)
295,349
(2,344,335)
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