Registered number: 12319416
BSQ GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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BSQ GROUP LTD
COMPANY INFORMATION
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N J Campion (appointed 9 August 2023)
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J C Carpenter (appointed 9 August 2023)
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B Marsay-Smith (appointed 12 September 2023)
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E J Slaiding (appointed 29 August 2024)
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Chartered Accountants & Statutory Auditor
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BSQ GROUP LTD
CONTENTS
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Independent auditors' report
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Consolidated statement of comprehensive income
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Consolidated statement of financial position
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Company statement of financial position
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Notes to the financial statements
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BSQ GROUP LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The principal activity of the company is that of a holding company supporting the activities of both established and newly formed subsidiaries, associated companies and other investments.
The financial year to 30 June 2024 was strong for BSQ Group Ltd and its subsidiary companies. Development of its services and brands continued organically with positive results as listed below under “Financial Key Performance Indicators”. The Group extended its range of services offered to its customers and increased its market share resulting in continued growth. This resulted in the Group increasing its net assets, and agreeing a significant long-term lease of its premises and substantial capital investment into the improvements of these premises.
On a subsidiary level, this year saw the increased scale of the formations companies. There were no material changes to the operations of the Group during the year..
Principal risks and uncertainties
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There are no risks or uncertainties known to the Group that would be considered material. The Group has continued to expand its operations post year end, and this is expected to do so for the foreseeable future.
Financial key performance indicators
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The Group’s key aim is to increase sales and as such the primary Key Performance Indicator is revenue growth while ensuring profit margins remain healthy. Net profit margin decreased in the financial year as a result of significant spend with a medium-to-long-term mindset; increasing the staff base across business development, operations, and sales support, together with the development of software to improve internal processes. The Directors of the Group are also aware that as it scales, net assets need to increase to manage inherent risk as its fixed costs grow. Key Performance Indicators are listed below alongside the comparative figure:
Restated
2024 (£m) 2023 (£m) Change %
Revenue 13.24 10.77 23
Profit before tax 0.87 1.34 (39)
Net assets 3.98 3.38 18
This report was approved by the board and signed on its behalf.
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BSQ GROUP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of BSQ Group Limited ("the Company") is that of a holding company supporting the activities of both established and newly formed subsidiaries, associated companies and other investments.
The principal activity of the Group is that of formation agents and company secretarial service provider.
The profit for the year, after taxation, amounted to £794,912 (2023 - £1,009,771).
Dividends of £71,900 (2023: £166,062) were declared and paid during the year.
The directors who served during the year were:
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N J Campion (appointed 9 August 2023)
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J C Carpenter (appointed 9 August 2023)
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B Marsay-Smith (appointed 12 September 2023)
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BSQ GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
There are currently no plans to materially alter the operations of the Group in the near future. The Group has continued its growth trajectory post year-end, and this is envisaged to continue throughout the remainder of FY24-25 and FY25-26.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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BSQ GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSQ GROUP LTD
We have audited the financial statements of BSQ Group Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 June 2024 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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
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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 or the 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.
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BSQ GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSQ GROUP LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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BSQ GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSQ GROUP LTD (CONTINUED)
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 2, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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BSQ GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSQ GROUP LTD (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
enquiring of management and those charged with governance around actual and potential litigation and
claims;
∙enquiring of management and those charged with governance to identify any instances of non compliance with laws and regulations;
∙reviewing board meeting minutes for all meetings taking place throughout the year and indeed up until the date of signature of these financial statements;
∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
∙reviewing the general ledger in detail for all transactions with related parties;
∙performing walk through testing to ensure systems and controls are operating as recorded where
appropriate;
∙performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we
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BSQ GROUP LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSQ GROUP LTD (CONTINUED)
conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Nick Bishop FCA (Senior statutory auditor)
for and on behalf of
BKL Audit LLP
Chartered Accountants
Statutory Auditor
London
28 March 2025
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BSQ GROUP LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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Profit for the year attributable to:
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Owners of the parent Company
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 17 to 37 form part of these financial statements.
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BSQ GROUP LTD
REGISTERED NUMBER: 12319416
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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Capital redemption reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 37 form part of these financial statements.
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BSQ GROUP LTD
REGISTERED NUMBER: 12319416
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024
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BSQ GROUP LTD
REGISTERED NUMBER: 12319416
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Profit and loss account brought forward
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Other changes in the profit and loss account
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Profit and loss account carried forward
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BSQ GROUP LTD
REGISTERED NUMBER: 12319416
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 37 form part of these financial statements.
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BSQ GROUP LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Capital redemption reserve
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At 1 July 2022 (as previously stated)
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Prior year adjustment - change in accounting policy
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At 1 July 2022 (as restated)
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Comprehensive income for the year
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Profit for the year (as restated)
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Dividends: Equity capital
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Shares issued during the year
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At 1 July 2023 (as restated)
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Prior year adjustment - change in accounting policy
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At 1 July 2023 (as restated)
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Comprehensive income for the year
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Dividends: Equity capital
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The notes on pages 17 to 37 form part of these financial statements.
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BSQ GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Comprehensive income for the year
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Shares issued during the year
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Comprehensive income for the year
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The notes on pages 17 to 37 form part of these financial statements.
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BSQ GROUP LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Impairments of fixed assets
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Decrease/(increase) in debtors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The principal activity of the Group during the year was that of formation agents and company secretarial service provider.
The company is a private Company limited by shares and is incorporated in England and Wales.
The address of its Registered Office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.
Based on the results to date and future projections, the directors are confident that the Group will continue to meet its liabilities as they fall due, looking forward at least twelve months from the date of signing these financial statements. As a result, the directors have prepared the financial statements on a going concern basis.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Internally generated intangible assets
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Recognition and Initial Measurement:
Internally generated intangible assets are recognised in accordance with FRS 102, Section 18, when all of the following criteria are met:
∙The asset is identifiable, meaning it is capable of being separated or divided from the entity and sold, transferred, licensed, or rented.
∙The company has the technical ability and resources to complete the asset and use or sell it.
∙It is probable that the asset will generate future economic benefits, which can be reliably measured.
∙The company has the intention to complete the asset and use or sell it.
∙The company has the ability to measure the expenditure attributable to the asset during its development phase reliably.
Expenditure on internally generated intangible assets is capitalised when the project reaches the development phase. These include costs directly attributable to the development of the asset, such as direct labour costs, materials, and external services used in the development process. The Group evaluates whether the criteria for capitalising development costs are met.
Costs incurred during the research phase are expensed as incurred and are typically include those aimed at gaining new scientific or technical knowledge and understanding.
Subsequent Measurement:
Internally generated intangible assets are measured at cost less accumulated amortisation and accumulated impairment losses. The cost of an internally generated intangible asset includes all directly attributable costs necessary to bring the asset into use.
Internally generated intangible assets are amortised on a systematic basis over their estimated useful lives.
An impairment loss is recognised if the carrying amount of the asset exceeds its recoverable amount. Internally generated intangible assets are subject to impairment testing whenever there is an indication that the asset may be impaired.
The company discloses the carrying amount of capitalised internally generated intangible assets and provides details of the amortisation method and useful lives. Any impairment losses or reversals are disclosed separately, along with the reasons for those adjustments.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Consolidated Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:
(i) Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of the tangible fixed assets, and note 2.12 for the useful economic lives for each class of assets.
(ii) Capitalisation of development costs
The company incurs costs in the development of new products and technologies. Under Section 18 (Intangible Assets other than Goodwill) of FRS 102, development costs can be capitalised if specific criteria are met. These criteria include demonstrating that the project is technically feasible, the company intends to complete the project, and the company has the ability and resources to use or sell the developed asset.
In determining whether development costs should be capitalised, the company exercises significant judgement based on the project’s progress, the availability of skilled resources and the technical challenges involved, among other factors: The following factors are considered:
∙Technical Feasibility: The company assesses whether the development project has reached a stage where it is technically feasible to complete and use or sell the product. This judgement is based on the project’s progress, the availability of skilled resources, and the technical challenges involved.
∙Probable Future Economic Benefits: The company evaluates the likelihood that the development project will result in future economic benefits. This requires an estimate of future cash flows expected from the sale or use of the product.
∙Ability to Complete the Project: The company evaluates whether it has the technical, financial, and other resources to complete the project. This judgement is based on the company’s current financial position, available expertise, and other ongoing projects.
As of the year end, £156,208 of development costs have been capitalised, reflecting management’s judgement that the criteria for capitalisation under FRS 102 have been met. This includes estimates regarding future economic benefits, technical feasibility, and the ability to complete the project.
See note 12 for the carrying amount of the intangible fixed assets, and note 2.11 for the accounting policy.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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An analysis of turnover by class of business is as follows:
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Company formation, address and company services
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All turnover arose within the United Kingdom.
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The operating profit is stated after charging:
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Other operating lease rentals
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Deprecation and amortisation
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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During the year, the Group obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditors in respect of:
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Accounts preparation and Taxation compliance services
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Group contributions to defined contribution pension schemes
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The highest paid director received remuneration of £268,106 (2023 - £276,266).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023 - £1,321).
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Current tax on profits for the year
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Origination and reversal of timing differences
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
10.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Short-term timing difference leading to an increase (decrease) in taxation
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Other differences leading to an increase (decrease) in the tax charge
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Dividends paid on Ordinary Shares
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Charge for the year on owned assets
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Charge for the year on owned assets
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
13.Tangible fixed assets (continued)
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Charge for the year on owned assets
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Investments in subsidiary companies
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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The following were subsidiary undertakings of the Company:
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Rapid Formations Limited *
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71-75 Shelton Street,Covent Garden, London
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Formation agents and company secretarial service provider
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71-75 Shelton Street,Covent Garden, London
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Formation agents and company secretarial service provider
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Quality Formations Limited *
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71-75 Shelton Street,Covent Garden, London
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Formation agents and company secretarial service provider
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Blue Square Offices Limited *
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272 Bath Street,Glasgow, G2 4JR
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Company secretarial and other business services
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71-75 Shelton Street,Covent Garden, London
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Company secretarial and other business services
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71-75 Shelton Street,Covent Garden, London
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Company secretarial and other business services
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11-15 Betterton Street, London
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Company secretarial and other business services
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71-75 Shelton Street,Covent Garden, London
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71-75 Shelton Street,Covent Garden, London
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* Subsidiary companies for which the parent company has provided a parental company guarantee to exemption to audit as per S479A of the Companies Act 2006.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Charged to profit or loss
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
17.Deferred taxation (continued)
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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Allotted, called up and fully paid
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900 (2023 - 900) Ordinary shares of £1.00 each
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
During the year the directors conducted a review of the company’s revenue and deferred income accounting policies to ensure revenue was being recognised in alignment with the time of delivery of services and the appropriate income was being deferred, across all its services.
This review resulted in an adjustment to prior period reported figures related to the timing of service delivery of Confirmation Statement filing services, Dormant Company Accounts filing services, Business Address Services, and Package services.
In accordance with FRS 102, the financial statements have been restated at the earliest date practicable, being 30 June 2022. The company’s opening brought forward retained earnings position has been restated as at 1 July 2022, with an equal adjustment to the opening deferred income liability, as follows:
Profit and loss account
Includes all current retained profits and losses.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The Group is currently involved in a legal dispute with a supplier which arose from negligent and incomplete construction work. The case is ongoing and being handled by the Group's legal team. At the reporting date, the outcome of the dispute is uncertain and remains under litigation.
In accordance with FRS 102 s21, a contingent liability is disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Based on the available information, the Group believes that the likelihood of an unfavourable outcome is possible, and as such no provision has been recognised. The Group will continue to monitor the situation.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £85,171 (2023 - £68,444). Contributions totalling £19,327 (2023 - £15,392) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 30 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Transactions with directors
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Included within other debtors is a balance of £8,996 due from a director, this is made up of an opening balance of -£3,775, advances of £90,995 and repayments of £78,223. This balance is unsecured with no repayment date. These loans bear no interest.
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Related party transactions
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Where possible the company has taken advantage of the exemption conferred by section 33.1A of FRS 102 from the requirement to disclose transactions with other wholly owned group undertakings.
The directors are considered key management and their remuneration is disclosed in note 9 to the accounts.
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BSQ GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
The ultimate controlling party is G Donnelly by virtue of his 100% shareholding.
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