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Bluprintx Holdings Limited
Registered number: 12036528
Annual report and
financial statements
For the year ended 31 December 2024
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BLUPRINTX HOLDINGS LIMITED
COMPANY INFORMATION
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Suite 302 The Tea Factory
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Chartered Accountants & Statutory Auditor
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BLUPRINTX HOLDINGS LIMITED
CONTENTS
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Independent Auditor's 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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BLUPRINTX HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Director presents the Group Strategic Report for the year ended 31 December 2024.
The principal activity of the Company is that of a holding company. The principal activity of the Group is marketing technology consultancy services.
The year ended 31 December 2024 resulted in consolidated net loss of £3,007,374 (2023 profit: £345,249). The Group incurred exceptional costs of £2,701,692 during the year (2023: £614,843). The costs related to M&A activity, employee share option schemes and costs associated with the acquisition of the business.
Strategic Review
The Group continued to scale its position as a high-performance, integration-focused digital transformation partner for enterprise clients across life sciences, financial services, and complex B2B sectors. FY24 saw core ICP revenue grow supported by the integration of two strategic acquisitions and continued organic growth in core markets.
Bluprintx now operates as a unified platform business with delivery hubs across North America, Europe and Australia and a growing client base of active logos. These clients are supported by proprietary methodologies and tooling, cross-regional operating leverage, and a repeatable playbook for acquiring and integrating businesses across marketing, commercial, and business support infrastructure.
Key milestones in FY24 include:
∙The acquisition and successful onboarding of Definitive Results LLC, as well as ITG Consulting LLC and Evolve Development Kft (together ITG Commerce)- adding capability, customer reach, and scale in targeted geographies.
∙Strengthened senior leadership and delivery governance to support global scale and client consistency.
∙Continued investment in core systems and automation to improve delivery velocity and profitability.
The Group remains well-capitalised and focused on strategic growth. Management continues to evaluate additional acquisition opportunities aligned with our platform criteria and enterprise value logic.
Outlook
The Board believes Bluprintx is well-positioned as a scarce, high-quality platform asset:
∙Global footprint with repeatable operating model
∙Sector expertise in regulated, high-complexity domains
∙Sticky client base with structural whitespace for expansion
∙Integration-ready playbook and proven M&A execution track
Our focus for FY25 is to consolidate recent acquisitions, deepen client engagement in key sectors, and drive further operating leverage.
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BLUPRINTX HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
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Management continually monitors the key risks facing the Group together with assessing the controls used to manage these risks. The Board of Directors formally reviews and documents the principal risks facing the Group.
Changing demand patterns from economic and political volatility and uncertainty, including as a result of increasing geopolitical tensions, inflation, economic downturns, changes in global trade policies, global health emergencies and their impact on us, our clients and the industries we serve, have in the past had a negative impact and could in the future have a significant negative impact on our results of operations, causing our clients to reduce or defer their spending on new initiatives and technologies.
Our business depends on generating and maintaining client demand for our services and solutions, including through the adaptation and expansion of our services and solutions in response to ongoing changes in technology and offerings, and a significant reduction in such demand or an inability to respond to the evolving technological environment could materially affect our results of operations.
If we are unable to match people and their skills with client demand around the world and attract and retain skilled professionals, our business, the utilisation rate of our consultants and our results of operations may be materially adversely affected.
We face legal, reputation and financial risks from any failure to protect client and/or our own company data from security incidents or cyberattacks.
Financial key performance indicators
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The Board monitors the performance and results of the Group against its strategy using the KPIs set out below. These KPIs have been selected as they are considered appropriate to measure the progress of the business towards achieving its strategy and objectives. Adjusted EBITDA refers to earnings before interest, tax, depreciation, amortisation and exceptional costs. The Directors consider that adjusted EBITDA, which excludes the effect of non-recurring items or non-operating events, provides useful information on the underlying trends of the performance of the Group.
The Group does not consider that there are any non-financial key KPIs which require disclosure within these financial statements.
This report was approved by the board on 25 July 2025 and signed on its behalf.
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BLUPRINTX HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year ended 31 December 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;
∙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 loss for the year, after taxation, amounted to £3,007,374 (2023 - profit £345,249).
During the year dividends totalling £67,500 were paid (2023: £288,000).
The Directors who served during the year and post year end were:
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Mr W Covington (resigned 19 September 2024)
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Mr M Holt (resigned 19 September 2024)
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Mr N Wilkes (resigned 19 September 2024)
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Mr D A Reeve (appointed 19 September 2024, resigned 4 February 2025)
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Ms J A Redfern (appointed 11 February 2025, resigned 11 April 2025)
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We remain excited about our growth opportunities, with the potential for further revenue and profit growth, both organically and through acquisitions. While mindful of macro-economic and geopolitical factors, we are confident that our strategy, investment in key management and our focus on customer service, means that we are well placed to capitalise on future opportunities.
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BLUPRINTX HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Matters covered in the Group Strategic Report
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Certain information is not shown in the Directors' Report because it is shown in the Strategic Report instead under s414C(11). The Group’s business review, principal risks and uncertainties and financial performance indicators are presented within the Strategic Report.
A prior year adjustment has been made to adjust for the accounting of deferred tax on separately identifiable intangible assets from prior acquisitions. There is no impact on the retained earnings as at 31 December 2023. Goodwill in the prior year was increased by £425,530 with amortisation of £132,212 applied in the year. The deferred tax liability was also increased by £425,530 and an amount released of £132,212. There was therefore no impact on overall net asset position.
Disclosure of information to auditor
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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 auditor is 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 auditor is aware of that information.
Post balance sheet events
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In February 2025, the Group acquired Skie Solutions Holdings Pty Ltd for consideration up to £6,178,000. The acquisition was funded by a £5,000,000 loan with Thincats and capacity to borrow up to £17,000,000 under facilities for the purpose of acquisitions and working capital across a five year term.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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BLUPRINTX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLUPRINTX HOLDINGS LIMITED
Opinion
We have audited the financial statements of Bluprintx Holdings Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Group and Parent Company’s affairs as at 31 December 2024 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 nor 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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BLUPRINTX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLUPRINTX HOLDINGS LIMITED
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and 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:
∙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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BLUPRINTX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLUPRINTX HOLDINGS LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Group and Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation, non-compliance with implementation of government support schemes relating to COVID-19.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and the Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group and the Parent Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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BLUPRINTX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BLUPRINTX HOLDINGS LIMITED
In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
John Daly (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
One St. Peter's Square
Manchester
M2 3DE
25 July 2025
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BLUPRINTX HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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(Loss)/profit for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the Consolidated Statement of Comprehensive Income.
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The notes on pages 17 to 51 form part of these financial statements. See note 28 for further details of the prior year adjustment.
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BLUPRINTX HOLDINGS LIMITED
REGISTERED NUMBER: 12036528
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 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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Creditors: amounts falling due after more than one year
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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 on 25 July 2025.
The notes on pages 17 to 51 form part of these financial statements. See note 28 for further details of the prior year adjustment.
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BLUPRINTX HOLDINGS LIMITED
REGISTERED NUMBER: 12036528
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 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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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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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 profit after tax of the Parent Company for the year was £1,905,758 (2023 loss after tax: £723,977).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 July 2025.
The notes on pages 17 to 51 form part of these financial statements.
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BLUPRINTX HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Share based payment reserve
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Comprehensive expense for the year
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Currency translation differences
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares issued during the year
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Total transactions with owners
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The notes on pages 17 to 51 form part of these financial statements.
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BLUPRINTX HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Capital redemption reserve
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Comprehensive income for the year
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Currency translation differences
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 17 to 51 form part of these financial statements.
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BLUPRINTX HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Capital redemption reserve
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Share based payment reserve
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares cancelled during the year
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares issued during the year
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Total transactions with owners
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The notes on pages 17 to 51 form part of these financial statements.
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BLUPRINTX HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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(Loss)/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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Increase in amounts owed to group undertakings
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Movement on foreign exchange
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Share based payment expense
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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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Cash outflow on purchase of subsidiaries
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Net cash from investing activities
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- 15 -
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BLUPRINTX HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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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/(decrease) 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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The notes on pages 17 to 51 form part of these financial statements. See note 28 for further details of the prior year adjustment.
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- 16 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Bluprintx Holdings Limited ("the Company") is a private company, limited by shares, and is registered and incorporated in England and Wales with registered number 12036528. The registered office and principal place of business is Suite 302 The Tea Factory, 82 Wood Street, Liverpool, England, L1 4DQ.
The principal activity of the Company is that of a holding company.
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.
Under S479A of the Companies Act 2006 the following subsidiaries are exempt from the requirement of the Act relating to audit of the individual accounts;
IO Integration Ltd (Company Number - 07952712)
Color Consultancy Ltd (Company number - 06999267)
Bluprintx Holdings Limited has guaranteed the liabilities of the above names entities.
- 17 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial reporting standard 102 - reduced disclosure exemptions
|
The Parent Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a),
12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
The financial statements have been prepared on a going concern basis. The current economic conditions presents risks for all businesses. In response to such conditions, the Directors have carefully considered these risks, including an assessment of uncertainty on future trading projection for a period of at least 12 months from the date of signing of the financial statements; and the extent to which they might affect the preparation of the financial statements on a going concern basis.
Based on this assessment, the Directors consider than the Group maintains an appropriate level of liquidity sufficient to meet the demands of the business.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and that there are no material uncertainties that lead to significant doubt upon the Group’s ability to continue as a going concern. Thus the Directors have continued to adopt the going concern basis of accounting in preparing these financial statements.
- 18 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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, rounded to the nearest £.
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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
- 19 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue 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 revenue 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
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
- 20 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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.
- 21 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
|
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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
Exceptional items are transactions that fall both inside and outside the ordinary activities of the Group and are presented separately due to their size and/or incidence.
- 22 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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.
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:
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Long-term leasehold property
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Over the life of the lease
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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.
- 23 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Impairment of fixed assets and goodwill
|
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
|
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.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
- 24 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
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 profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
- 25 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
|
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
- 26 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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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Judgments in applying accounting policies and key sources of estimation uncertainty
|
In applying the Group's accounting policies, the Directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The Directors judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
Assessing indicators of impairment
Determine whether there are indicators of impairment of the Group's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and, where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Intangible fixed assets and amortisation (See note 14)
Intangible fixed assets are shown at cost, net of amortisation and any provision for impairment. Cost includes the original purchase price of the asset and the costs attributed to bringing the asset to its working condition for its intended use.
Amortisation is provided to write off the cost less the estimated residual value of intangible fixed assets by equal installments over their useful economic lives.
Determining the expected useful life of tangible assets (See note 15)
This has been determined using both judgment and in comparison to similar assets held by other companies operating in the same or similar industries. Depreciation policies are reviewed annually to ensure their accuracy.
Determining the fair value of the employee share options issued (See note 26)
The fair value of the options is re-calculated yearly to make sure that the share based payments cost included in administrative expenses is a reliable estimate. This is a group scheme, with the value of the options calculated at group level and subsequent charge allocated to the UK sub-group based on the options held by its employees.
There were no other key sources of estimation uncertainty
- 27 -
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|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
All turnover is as a result of the principal activity.
|
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Costs associated with acquisition of the business
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Employee incentives associated with aquisition of the business
|
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Restructuring and integration costs
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Employee share option scheme costs
|
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The operating profit/(loss) is stated after charging/(crediting):
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Defined contribution pension cost
|
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Depreciation of tangible fixed assets
|
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|
|
Amortisation of intangible fixed assets
|
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|
|
See note 28 for further details of the prior year adjustment.
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- 28 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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During the year, the Group obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Company's auditor in respect of:
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Taxation compliance services
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All non-audit services not included above
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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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The Company has no employees other than the Directors, who did not receive any remuneration (2023 - £NIL)
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- 29 -
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|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts receivable under long-term incentive schemes
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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 5 Directors (2023 - 3) in respect of defined contribution pension schemes.
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The highest paid Director received remuneration of £60,316 (2023 - £137,560).
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £3,016 (2023 - £3,601).
The value of the amounts receivable under long-term incentive schemes in respect of the highest paid Director amounted to £712,265 (2023 - £Nil).
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Other interest receivable
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- 30 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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Interest payable and similar expenses
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Other loan interest payable
|
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Current tax on profits for the year
|
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
|
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Adjustments in respect of prior periods
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See note 28 for further details of the prior year adjustment.
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- 31 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
|
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
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(Loss)/profit on ordinary activities before tax
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(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes
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Utilisation of tax losses
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods - deferred tax
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Remeasurement of deferred tax for changes in tax rates
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Difference on foreign taxation
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Movement in deferred tax not recognised
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Other differences leading to an increase/(decrease) in the tax charge
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Total tax charge for the year
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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.
- 32 -
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BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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|
|
|
|
|
At 1 January 2024 (as previously stated)
|
|
|
|
|
|
|
Prior Year Adjustment (Note 28)
|
|
|
|
|
|
|
At 1 January 2024 (as restated)
|
|
|
|
|
|
|
|
|
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|
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|
|
On acquisition of subsidiaries
|
|
|
|
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|
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|
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At 1 January 2024 (as previously stated)
|
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|
|
At 1 January 2024 (as restated)
|
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|
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On acquisition of subsidiaries
|
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At 31 December 2023 (as restated)
|
|
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|
|
The goodwill addition within the year relates to the acquisition of subsidiaries listed within note 27. The Goodwill on acquisition will be amortised over its useful life of 10 years.
|
- 33 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Long-term leasehold property
|
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Acquisition of subsidiary
|
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|
|
Acquisition of subsidiary
|
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|
- 34 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Investments in subsidiary companies
|
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Additions within the year relate to the accounting treatment of group share based payments.
|
- 35 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
The following were direct subsidiary undertakings of the Company:
|
|
|
|
|
|
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|
|
Unit 302, Tea Factory Wood Street, Liverpool, England, L1 4DQ
|
|
|
|
|
|
Tribes, Prins Bernhardplein 200, 1097 JB, Amsterdam
|
|
|
|
|
Work Management Australia Pty. Ltd
|
Level 13, 60 Castlereagh Street, SYDNEY NSW 2000
|
|
|
|
|
|
Unit 302, Tea Factory Wood Street, Liverpool, England, L1 4DQ
|
|
|
|
|
|
1903 Central Drive, Suite 201, Bedford, Texas, USA
|
|
|
|
|
|
Unit 302, Tea Factory Wood Street, Liverpool, England, L1 4DQ
|
|
|
|
|
*IO Integration PTY Limited
|
Level 13, 60 Castlereagh Street, SYDNEY NSW 2000
|
|
|
|
|
|
5 Martin Place, Sydney, NSW 2000
|
|
|
|
|
|
5 Martin Place, Sydney, NSW 2000
|
|
|
|
|
|
400 Market Street, Suite 105F, Chapel Hill, NC 27516
|
|
|
|
|
|
1061 Budapest, Király utca 26
|
|
|
|
|
*Project Pink Holdings BV
|
Tribes, Prins Bernhardplein 200, 1097 JB, Amsterdam
|
|
|
|
|
|
1903 Central Drive, Suite 201, Bedford, Texas, USA
|
|
|
|
|
* Indicates indirect holdings
Under S479A of the Companies Act 2006 the following subsidiaries are exempt from the requirement of the Act relating to audit of the individual accounts:
IO Integration Ltd (Company number - 07952712)
Color Consultancy Ltd (Company number - 06999267)
On 3 September 2024, Project Pink Holdings BV was incorporated as a subsidiary of Bluprintx BV, a subsidiary of Bluprintx Holdings Limited.
|
- 36 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest free and repayable on demand within 12 months.
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 37 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured, interest free and repayable on demand within 12 months.
The Groups amounts owed to group undertakings relate to amounts owed to the Company's immediate parent undertaking Project Twenty Bidco Limited and ultimate parent company Project Twenty Topco Limited.
Included within other creditors is £951,259 (2023: £115,530) of contingent consideration in relation to the acquisition of new subsidiaries.
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within other creditors is £2,745,908 (2023: £1,094,892) of contingent consideration in relation to the acquisition of new subsidiaries.
- 38 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
Amounts falling due 1-2 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 39 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
Arising on business combinations
|
|
|
|
|
|
|
|
|
See note 28 for further details of the prior year adjustment.
|
|
|
The provision for deferred taxation is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset timing differences
|
|
|
|
|
Losses and other deductions
|
|
|
|
|
|
|
|
|
|
|
|
|
- 40 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
9,800 (2023 - 9,800) Ordinary A shares of £0.01 each
|
|
|
|
|
|
2,188 (2023 - 984) Ordinary B shares of £0.01 each
|
|
|
|
|
|
Nil (2023 - 2,562) Ordinary C shares of £0.01 each
|
|
|
|
|
|
74 (2023 - Nil ) Ordinary D shares of £0.01 each
|
|
|
|
|
|
3,311 (2023 - Nil) Ordinary E shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The holders of Ordinary A, Ordinary B and Ordinary C shares are entitled to attend and vote at general meetings.
The holders of Ordinary A, Ordinary B and Ordinary C shares are entitled to receive dividends.
The holders of Ordinary A, Ordinary B and Ordinary C shares are entitled to capital in the event of the winding up of the Company.
The holders of Ordinary D and E shares are not entitled to any of the rights listed above.
74 Ordinary D Shares are held by one of the Company's subsidiaries.
On 4 April 2024, 74 Ordinary D shares were issued for consideration of £201,255.
On 9 September 2024, 1,883 Ordinary B shares were issued for consideration of £167,814.
On 19 September 2024, 749 Ordinary B shares were redesignated as 749 Ordinary E shares; and 2,562 Ordinary C shares were redesignated as 2,562 Ordinary E shares.
- 41 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
This reserve records the amount above the nominal value received for shares issued, less transaction costs.
Capital redemption reserve
This reserve represents the nominal value of shares cancelled following the redemption or purchase of the Company's own shares.
Foreign exchange reserve
The foreign exchange reserve represents the cumulative movement in foreign currencies of the subsidiary undertakings, when translating into the Group's reporting currency for consolidation.
Profit and loss account
This reserve includes all current and prior periods profit and losses after the payment of dividends.
- 42 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and disposal of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2024 the Company granted options over a further maximum of 804 B ordinary shares to employees of IO Integration Inc, Bluprintx ANZ (formerly Resolution Marketing Services Pty Ltd) and Work Management Australia Pty Ltd. These options are granted to vest based on future performance criteria at a price of £109.14 per share and are not part of an HMRC approved EMI scheme.
On 19 September 2024 a total of 1,883 of the 3,121 options over B ordinary shares were vested and exercised at a weighted average price of £89.12. 779 of those options were part of the HMRC approved EMI scheme. The balance of outstanding options was lost.
|
- 43 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On 19 September 2024, a subsidiary of the Company acquired 100% of ITG Consulting LLC. The acquisition of ITG Consulting LLC has been treated under the acquisition method.
On 19 September 2024, a subsidiary of the Company acquired 100% of Evolve Development KFT. The acquisition of Evolve Development KFT has been treated under the acquisition method.
On 4 April 2024, a subsidiary of the Company acquired 100% of Definitive Results LLC. The acquisition of Definitive Results LLC has been treated under the acquisition method.
|
|
Acquisition of ITG Consulting LLC
|
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
- 44 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
27.Business combinations (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directly attributable costs
|
|
|
|
Total purchase consideration
|
|
|
|
Cash outflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
|
|
The results of ITG Consulting LLC since acquisition are as follows:
|
|
|
|
|
|
Current period since acquisition
|
|
|
|
|
|
|
|
|
(Loss) for the period since acquisition
|
|
- 45 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
27.Business combinations (continued)
|
|
Acquisition of Evolve Development KFT
|
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directly attributable costs
|
|
|
|
Total purchase consideration
|
|
- 46 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
27.Business combinations (continued)
|
|
Cash outflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
|
|
The results of Evolve Development KFT since acquisition are as follows:
|
|
|
|
|
|
Current period since acquisition
|
|
|
|
|
|
|
|
|
(Loss) for the period since acquisition
|
|
- 47 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
27.Business combinations (continued)
|
|
Acquisition of Definitive Results LLC
|
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directly attributable costs
|
|
|
|
Total purchase consideration
|
|
- 48 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
27.Business combinations (continued)
|
|
Cash outflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
|
Directly attributable costs
|
|
|
|
|
|
|
|
Less: Cash and cash equivalents acquired
|
|
|
|
Net cash outflow on acquisition
|
|
|
|
The results of Definitive Results LLC since acquisition are as follows:
|
|
|
|
|
|
Current period since acquisition
|
|
|
|
|
|
|
|
|
Profit for the period since acquisition
|
|
During the year, the Directors identified that the deferred tax liability arising on the recognition of Customer Contracts intangible asset from the acquisition of IO Integration Inc and Work Management Australia Pty and the associated incremental goodwill had not been recognised. This has been corrected through retrospective restatement of the prior year consolidated financial statements with commensurate adjustments to take account of goodwill amortisation and the reversal of deferred tax liability. The impact of the restatement is shown in the table below:
|
|
2023
As previously stated
|
|
|
|
Consolidated Statement of Financial Position
|
|
|
|
|
|
|
|
|
|
Deferred tax (included within Provisions for liabilities)
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There was no impact on the previously reported profits or cashflows for the year ended 31 December 2023. Further, there was no impact on the net assets or retained earnings position at 31 December 2023.
- 49 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
As at 31 December 2024 Project Twenty Bidco Limited has loan note balances outstanding of £21,678,597 (2023: £Nil). These loans were secured by way of fixed and floating charges over the assets of the Company and fixed and/or floating charges the assets of other group companies as follows: Bluprintx Holdings Limited, Bluprint Global Limited, IO integration Limited and Color Consulting Limited.
The Group operates a defined contribution pension scheme. The pension cost charge represents the contributions payable by the Group and amounted to £261,372 (2023: £295,428). There were contributions payable to the scheme of £51,597 (2023: £6,571) as at 31 December 2024.
|
|
Commitments under operating leases
|
|
|
At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
Related party transactions
|
|
|
During the year the Group entered into the following transactions with related parties:
The directors received loans during the year from the Group, of which £46,713 (2023: £4,443) is outstanding at the year end and is included within other debtors. No interest is charged in respect of these balances.
The Group has taken advantage of the exemption in Section 33 of Financial Reporting Standard 102 (Related Party Disclosures) from the requirement to disclose transactions with wholly owned group companies.
|
|
|
Post balance sheet events
|
In February 2025, the Group acquired Skie Solutions Holdings Pty Ltd for consideration up to £6,178,000. The acquisition was funded by a £5,000,000 loan with Thincats and capacity to borrow up to £17,000,000 under facilities for the purpose of acquisitions and working capital across a five year term.
- 50 -
|
|
BLUPRINTX HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate parent company is Project Twenty Bidco Limited, a private company registered in England and Wales.
The ultimate controlling party is Project Twenty Topco Limited, a private company registered in England and Wales.
The Company heads the smallest and largest group into which the Company's results are consolidated.
The ultimate controlling party of Project Twenty Topco Limited is Palatine Private Equity Fund IV LP.
- 51 -
|