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Registered number: 09938132
Brand Partnership Group Limited
Strategic Report, Directors' Report and
Financial Statements
For The Year Ended 31 December 2024
Roy Pinnock & Co LLP
Contents
Page
Strategic Report 1
Directors' Report 2—3
Independent Auditor's Report 4—7
Consolidated Profit and Loss Account 8
Consolidated Statement of Comprehensive Income 9
Consolidated Balance Sheet 10—11
Company Balance Sheet 12
Consolidated Statement of Changes in Equity 13
Company Statement of Changes in Equity 14
Consolidated Statement of Cash Flows 15
Notes to the Consolidated Statement of Cash Flows 16
Company Statement of Cash Flows 17
Notes to the Company Statement of Cash Flows 18
Notes to the Financial Statements 19—28
Page 1
Strategic Report
The directors present their strategic report for the year ended 31 December 2024.
Review of the Business
In 2024 Brand Partnership Group continued to maintain its core businesses alongside investing in the development of acquired additions to the group.
During 2024 the group companies' revenue grew from its 2023 position. Our core teams were operating in business-as-usual patterns. In addition, our offering to clients was developed into new services from prior years learning as well as taking on new clients. Turnover increased by 10.5% for the group to £31.8m (2023: £28.8m). With significant investment into developing service offering in 2024 and controlling costs, Brand Partnership Group achieved a Pre-Tax profit of £0.9m (2023: £0.9m).
Brand Partnership Group reviews the on-going performance of all group business using key performance indicators, measurement includes revenue, profit, employer of choice, retention, budget control, cost efficiency analysis and margin analysis.
The Directors throughout 2024 monitored cash flow to ensure that projected financing needs linked to group development were supported by cash reserves. The Directors will continue to manage cash with great focus to ensure group company service delivery success.
The Directors outlook for 2025 is to expand the group capabilities. Group revenue is expected to increase above £40m.  The group has acquired an additional agency, Kru Live in 2025.
Brand Partnership Group will continue to invest in its people, group operations and in the development of other service offerings, which create a wider breadth of services available to our client's.
Principal Risks and Uncertainties
The principal risks for all group companies include uncertainty surrounding their client's future business investment strategy. Other risks include operating in a highly competitive market environment. Speed of technology advancement and changing customer shopping habits requires group company focus to utilise these developments and make customer experience the key focus. To mitigate against these risks, Brand Partnership Group have continued investment into our award-winning teams and investment in technology to create the best outcomes for our clients.
Policies
Brand Partnership Group through group companies operate several employment related policies including equal opportunities policy, health and safety policy, dignity at work policy and family friendly policy. Having policies in place ensures that all employment related needs can be managed accordingly and effectively.
Environment & Social
Brand Partnership Group is committed to help improve the environment by:
-Continuously improving the environmental performance and to put best practice into the business operations.
-Reduce the consumption of resources and improve the efficiency of those we use.
-Reduce the carbon footprint of the business
-Comply as a minimum with all relevant environmental legislation
On behalf of the board
Mr Andrew Leaver
Director
29/09/2025
Page 1
Page 2
Directors' Report
The directors present their report and the financial statements for the year ended 31 December 2024.
Principal Activity
Brand Partnership Group encompasses a range of products across our four companies to provide marketing solutions to consumer brands and retailers aimed at providing solutions to accelerate sales, brand awareness and brand loyalty.
Political Donations and Expenditure
Political donations amounted to £NIL .
Political expenditure amounted to £NIL .
Directors
The directors who held office during the year were as follows:
Mr Neil Avery
Mr Andrew Leaver
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:
  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • state whether applicable United Kingdom Accounting Standards, comprising FRS102, 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 company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Directors' Report is approved:
  • so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
  • they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.
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Independent Auditors
The auditors, Roy Pinnock & Co LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
On behalf of the board
Mr Andrew Leaver
Director
29/09/2025
Page 3
Page 4
Independent Auditor's Report
Opinion
We have audited the financial statements of Brand Partnership Group Limited (the "parent company") and its subsidiaries (the "group") for the year ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement, Company Cash Flow Statement 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
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 31 December 2024 and of the group's profit/(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 and parent company's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, 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 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.
Page 4
Page 5
Matters on Which We Are Required to Report by Exception
In the 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 or 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.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 2—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 group and 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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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: 
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the business sector;
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, and health and safety legislation;
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
Identified laws and regulations were communicated within the audit team regularly and the team remained alert to look for instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
Performed analytical procedures to identify any unusual or unexpected relationships;
Tested journal entries to identify unusual transactions;
Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
Investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use Of Our Report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters that 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.
Page 6
Page 7
Natalie Coleman FCCA (Senior Statutory Auditor)
for and on behalf of Roy Pinnock & Co LLP , Statutory Auditor
30/09/2025
Page 7
Page 8
Consolidated Profit and Loss Account
2024 2023
Notes £ £
TURNOVER 3 31,767,407 28,753,653
Cost of sales (25,802,894 ) (23,028,587 )
GROSS PROFIT 5,964,513 5,725,066
Administrative expenses (5,294,934 ) (4,739,005 )
OPERATING PROFIT 4 669,579 986,061
Profit on revaluation of investments 304,815 329,890
Loss on disposal of fixed assets (4,142 ) -
Other interest receivable and similar income 9 85,378 7,428
Interest payable and similar charges 10 (123,907 ) (385,649 )
PROFIT BEFORE TAXATION 931,723 937,730
Tax on Profit 11 (329,596 ) (324,565 )
PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT 602,127 613,165
The notes on pages 16 to 28 form part of these financial statements.
Page 8
Page 9
Consolidated Statement of Comprehensive Income
2024 2023
£ £
PROFIT FOR THE FINANCIAL YEAR 602,127 613,165
OTHER COMPREHENSIVE INCOME FOR THE YEAR - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT 602,127 613,165
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Page 10
Consolidated Balance Sheet
Registered number: 09938132
2024 2023
Notes £ £ £ £
FIXED ASSETS
Intangible Assets 12 15,640 380,632
Tangible Assets 13 382,829 237,082
Investments 14 469,538 4,766,775
868,007 5,384,489
CURRENT ASSETS
Stocks 15 66,771 139,923
Debtors 16 2,978,518 3,826,737
Cash at bank and in hand 4,236,327 2,268,293
7,281,616 6,234,953
Creditors: Amounts Falling Due Within One Year 17 (4,057,775 ) (7,985,453 )
NET CURRENT ASSETS (LIABILITIES) 3,223,841 (1,750,500 )
TOTAL ASSETS LESS CURRENT LIABILITIES 4,091,848 3,633,989
PROVISIONS FOR LIABILITIES
Deferred Taxation 18 (52,325 ) (74,942 )
NET ASSETS 4,039,523 3,559,047
CAPITAL AND RESERVES
Called up share capital 20 396 396
Capital redemption reserve 21 21
Profit and Loss Account 4,077,269 3,575,142
Equity attributable to owners of the parent 4,077,686 3,575,559
Non-controlling interest (38,163 ) (16,512 )
TOTAL EQUITY 4,039,523 3,559,047
Page 10
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On behalf of the board
Mr Andrew Leaver
Director
29/09/2025
The notes on pages 16 to 28 form part of these financial statements.
Page 11
Page 12
Company Balance Sheet
Registered number: 09938132
2024 2023
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 13 1,312 924
Investments 14 13,803,770 13,803,770
13,805,082 13,804,694
CURRENT ASSETS
Debtors 16 771,054 331,274
Cash at bank and in hand 2,304 11,297
773,358 342,571
Creditors: Amounts Falling Due Within One Year 17 (1,299,280 ) (6,967,579 )
NET CURRENT ASSETS (LIABILITIES) (525,922 ) (6,625,008 )
TOTAL ASSETS LESS CURRENT LIABILITIES 13,279,160 7,179,686
PROVISIONS FOR LIABILITIES
Deferred Taxation 18 (328 ) (231 )
NET ASSETS 13,278,832 7,179,455
CAPITAL AND RESERVES
Called up share capital 20 396 396
Capital redemption reserve 21 21
Profit and Loss Account 13,278,415 7,179,038
SHAREHOLDERS' FUNDS 13,278,832 7,179,455
In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 6,199,377 (2023: £ 54,720 profit).
On behalf of the board
Mr Andrew Leaver
Director
29/09/2025
The notes on pages 16 to 28 form part of these financial statements.
Page 12
Page 13
Consolidated Statement of Changes in Equity
Share Capital Capital Redemption Profit and Loss Account Total Attributable to Parent
£ £ £ £
As at 1 January 2023 417 - 3,141,585 3,142,002
Profit for the year and total comprehensive income - - 613,165 613,165
Dividends paid - - (67,941) (67,941)
Purchase of own shares (21 ) 21 (111,667 ) (111,667)
Non-controlling interest arising on business combination - - - -
As at 31 December 2023 and 1 January 2024 396 21 3,575,142 3,575,559
Profit for the year and total comprehensive income - - 602,127 602,127
Dividends paid - - (100,000) (100,000)
Non-controlling interest arising on business combination - - - -
As at 31 December 2024 396 21 4,077,269 4,077,686
Non-controlling interest Total
£ £
As at 1 January 2023 - 3,142,002
Profit for the year and total comprehensive income - 613,165
Dividends paid - (67,941)
Purchase of own shares - (111,667)
Non-controlling interest arising on business combination (16,512) (16,512)
As at 31 December 2023 and 1 January 2024 (16,512 ) 3,559,047
Profit for the year and total comprehensive income - 602,127
Dividends paid - (100,000)
Non-controlling interest arising on business combination (21,651) (21,651)
As at 31 December 2024 (38,163 ) 4,039,523
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Company Statement of Changes in Equity
Share Capital Capital Redemption Profit and Loss Account Total
£ £ £ £
As at 1 January 2023 417 - 7,303,926 7,304,343
Profit for the year and total comprehensive income - - 54,720 54,720
Dividends paid - - (67,941) (67,941)
Purchase of own shares (21 ) 21 (111,667 ) (111,667)
As at 31 December 2023 and 1 January 2024 396 21 7,179,038 7,179,455
Profit for the year and total comprehensive income - - 6,199,377 6,199,377
Dividends paid - - (100,000) (100,000)
As at 31 December 2024 396 21 13,278,415 13,278,832
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Consolidated Statement of Cash Flows
2024 2023
Notes £ £
Cash flows from operating activities
Net cash generated from operations 1 3,303,633 978,800
Interest paid (123,907 ) (385,649 )
Tax paid (244,078 ) (605,153 )
Net cash generated from/(used in) operating activities 2,935,648 (12,002 )
Cash flows from investing activities
Purchase of tangible assets (361,885 ) (81,818 )
Proceeds from disposal of tangible assets 108,495 -
Purchase of other fixed asset investments - (1,200,005 )
Proceeds from disposal of other fixed asset investments 4,602,052 -
Interest received 85,378 7,428
Non Controlling Interest (21,651) (16,512)
Net cash generated from/(used in) investing activities 4,412,389 (1,290,907 )
Cash flows from financing activities
Purchase/redemption of own shares - (111,667 )
Equity dividends paid (100,000 ) (67,941 )
Repayment of other loans (5,280,000) -
Net cash used in financing activities (5,380,000 ) (179,608 )
Increase/(decrease) in cash and cash equivalents 1,968,037 (1,482,517 )
Cash and cash equivalents at beginning of year 2 2,268,277 3,750,794
Cash and cash equivalents at end of year 2 4,236,314 2,268,277
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Notes to the Consolidated Statement of Cash Flows
1. Reconciliation of profit for the financial year to cash generated from operations
2024 2023
£ £
Profit for the financial year 602,127 613,165
Adjustments for:
Tax on profit 329,596 324,565
Interest expense 123,907 385,649
Interest income (85,378 ) (7,427 )
Amortisation of intangible assets 364,992 387,590
Depreciation of tangible assets 103,501 64,251
Loss on disposal of tangible assets 4,142 -
Profit on revaluation of fixed assets (304,815) (329,890)
Movements in working capital:
Decrease/(increase) in stocks 73,152 (75,431 )
Decrease in trade and other debtors 843,571 7,561,059
Increase/(decrease) in trade and other creditors 1,248,838 (7,944,731 )
Net cash generated from operations 3,303,633 978,800
2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:
2024 2023
£ £
Cash at bank and in hand 4,236,327 2,268,293
Overdraft facilities repayable on demand (13 ) (16 )
Cash and cash equivalents as stated in the Statement of Cash Flows 4,236,314 2,268,277
3. Analysis of changes in net (debt)/funds
As at 1 January 2024 Cash flows As at 31 December 2024
£ £ £
Cash at bank and in hand 2,268,293 1,968,034 4,236,327
Overdraft facilities repayable on demand (16) 3 (13)
Cash and cash equivalents 2,268,277 1,968,037 4,236,314
Debts falling due within one year (5,280,000 ) 5,280,000 -
(3,011,723) 7,248,037 4,236,314
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Company Statement of Cash Flows
2024 2023
Notes £ £
Cash flows from operating activities
Net cash generated from operations 1 108,238 428,419
Tax paid (16,281 ) (56,089 )
Net cash generated from operating activities 91,957 372,330
Cash flows from investing activities
Purchase of tangible assets (950 ) (1,280 )
Purchase of investment in subsidiary undertaking - (75 )
Purchase of other fixed asset investments - (200,005 )
Net cash used in investing activities (950 ) (201,360 )
Cash flows from financing activities
Purchase/redemption of own shares - (111,667 )
Equity dividends paid (100,000 ) (67,941 )
Net cash used in financing activities (100,000 ) (179,608 )
Decrease in cash and cash equivalents (8,993 ) (8,638 )
Cash and cash equivalents at beginning of year 2 11,297 19,935
Cash and cash equivalents at end of year 2 2,304 11,297
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Notes to the Company Statement of Cash Flows
1. Reconciliation of profit for the financial year to cash generated from operations
2024 2023
£ £
Profit for the financial year 6,199,377 54,720
Adjustments for:
Tax on profit (208 ) 16,817
Depreciation of tangible assets 562 356
Movements in working capital:
Increase in trade and other debtors (439,780 ) (295,858 )
(Decrease)/increase in trade and other creditors (5,651,713 ) 652,384
Net cash generated from operations 108,238 428,419
2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:
2024 2023
£ £
Cash at bank and in hand 2,304 11,297
3. Analysis of changes in net funds
As at 1 January 2024 Cash flows As at 31 December 2024
£ £ £
Cash at bank and in hand 11,297 (8,993) 2,304
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Notes to the Financial Statements
1. General Information
Brand Partnership Group Limited is a private company, limited by shares, incorporated in England & Wales, registered number 09938132 . The registered office is Tate House, Watermark Way, Hertford, Hertfordshire, SG13 7TZ.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2. Basis Of Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2024.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
2.3. Business Combinations
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
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2.4. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.5. Intangible Fixed Assets and Amortisation - Goodwill
Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.
Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.
Goodwill is amortised over its expected useful life which is estimated to be 5 years.
Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the profit and loss account. No reversals of impairment are recognised.
2.6. Intangible Fixed Assets and Amortisation - Other Intangible
Other intangible assets are software. It is amortised to the profit and loss account over its estimated economic life of 3 years.
2.7. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Plant & Machinery 20% on cost
Motor Vehicles 20% on cost
Fixtures & Fittings 33% on cost
Computer Equipment 33% on cost
2.8. Investments
The funds are revalued each year with the change in valuation and deferred tax being transferred to the profit & loss account
2.9. Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.
Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.
At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.
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2.10. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.11. Taxation
Corporation tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
3. Turnover
Analysis of turnover by class of business is as follows:
2024 2023
£ £
Rendering of Services 31,767,407 28,753,653
Analysis of turnover by geographical market is as follows:
2024 2023
£ £
United Kingdom 31,767,407 28,753,653
31,767,407 28,753,653
4. Operating Profit
The operating profit is stated after charging:
2024 2023
£ £
Bad debts 144 (11,386)
Operating lease rentals 2,018,099 1,916,243
Depreciation of tangible fixed assets 103,501 64,251
Amortisation of intangible fixed assets 364,992 387,590
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5. Auditor's Remuneration
Remuneration received by the group's auditors and their associates during the year was as follows:
2024 2023
£ £
Audit Services
Audit of the group and company's financial statements 12,715 13,830
Other Services
Taxation compliance service 1,200 1,200
6. Staff Costs
Staff costs, including directors' remuneration, were as follows:
Group Company
2024 2023 2024 2023
£ £ £ £
Wages and salaries 17,962,646 16,276,881 464,773 386,857
Social security costs 1,977,580 1,865,459 58,919 50,031
Other pension costs 532,699 699,577 103,234 278,769
20,472,925 18,841,917 626,926 715,657
7. Average Number of Employees
Average number of employees, including directors, during the year was as follows:
Group Company
2024 2023 2024 2023
Head Office 89 37 8 6
Field 375 332 - -
464 369 8 6
8. Directors' remuneration
2024 2023
£ £
Emoluments 359,469 294,489
Company contributions to money purchase pension schemes 100,000 274,754
459,469 569,243
Information regarding the highest paid director was as follows:
2024 2023
£ £
Emoluments 188,965 156,263
Company contributions to money purchase pension schemes 53,544 135,150
242,509 291,413
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9. Interest Receivable and Similar Income
2024 2023
£ £
Bank interest receivable 85,378 7,428
10. Interest Payable and Similar Charges
2024 2023
£ £
Interest payable on other loans 123,907 375,379
Other finance charges - 10,270
123,907 385,649
11. Tax on Profit
The tax charge on the profit for the year was as follows:
Tax Rate 2024 2023
2024 2023 £ £
Current tax
UK Corporation Tax 25.0% 23.5% 352,213 209,792
Deferred Tax
Deferred taxation (22,617 ) 114,773
Total tax charge for the period 329,596 324,565
The actual charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
2024 2023
£ £
Profit before tax 931,723 937,730
Tax on profit at 25% (UK standard rate) 242,467 220,554
Goodwill/depreciation not allowed for tax 90,616 90,016
Expenses not deductible for tax purposes 6,768 11,230
Difference in tax rates (10,255 ) 2,765
Total tax charge for the period 329,596 324,565
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12. Intangible Assets
Group
Goodwill Other Total
£ £ £
Cost
As at 1 January 2024 1,913,602 11,409 1,925,011
As at 31 December 2024 1,913,602 11,409 1,925,011
Amortisation
As at 1 January 2024 1,535,813 8,566 1,544,379
Provided during the period 362,469 2,523 364,992
As at 31 December 2024 1,898,282 11,089 1,909,371
Net Book Value
As at 31 December 2024 15,320 320 15,640
As at 1 January 2024 377,789 2,843 380,632
Company
The company had no intangible fixed assets as at 31 December 2024 or 31 December 2023.
13. Tangible Assets
Group
Plant & Machinery Motor Vehicles Fixtures & Fittings Computer Equipment Total
£ £ £ £ £
Cost
As at 1 January 2024 5,781 292,689 32,127 24,387 354,984
Additions - 360,935 - 950 361,885
Disposals - (211,652 ) - (1,312 ) (212,964 )
As at 31 December 2024 5,781 441,972 32,127 24,025 503,905
Depreciation
As at 1 January 2024 3,180 71,776 29,850 13,096 117,902
Provided during the period 1,157 93,282 1,311 7,751 103,501
Disposals - (99,015 ) - (1,312 ) (100,327 )
As at 31 December 2024 4,337 66,043 31,161 19,535 121,076
Net Book Value
As at 31 December 2024 1,444 375,929 966 4,490 382,829
As at 1 January 2024 2,601 220,913 2,277 11,291 237,082
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Company
Computer Equipment
£
Cost
As at 1 January 2024 1,280
Additions 950
As at 31 December 2024 2,230
Depreciation
As at 1 January 2024 356
Provided during the period 562
As at 31 December 2024 918
Net Book Value
As at 31 December 2024 1,312
As at 1 January 2024 924
14. Investments
Group
Listed Unlisted Total
£ £ £
Cost
As at 1 January 2024 4,466,080 300,695 4,766,775
Disposals (4,602,052 ) - (4,602,052 )
Revaluations 304,815 - 304,815
As at 31 December 2024 168,843 300,695 469,538
Provision
As at 1 January 2024 - - -
As at 31 December 2024 - - -
Net Book Value
As at 31 December 2024 168,843 300,695 469,538
As at 1 January 2024 4,466,080 300,695 4,766,775
Company
Subsidiaries Unlisted Total
£ £ £
Cost
As at 1 January 2024 13,503,075 300,695 13,803,770
As at 31 December 2024 13,503,075 300,695 13,803,770
Provision
As at 1 January 2024 - - -
As at 31 December 2024 - - -
...CONTINUED
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Net Book Value
As at 31 December 2024 13,503,075 300,695 13,803,770
As at 1 January 2024 13,503,075 300,695 13,803,770
Subsidiaries
Details of the group's subsidiaries as at 31 December 2024 are as follows:
Name of undertaking Registered Office Class of shares held Direct holding Indirect holding
Blue Square Marketing Ltd Tate House, Watermark Way, Hertford, Herts ,SG13 7TZ Oridinary 100.00% -
Engage Pulse Ltd Tate House, Watermark Way, Hertford, Herts ,SG13 7TZ Ordinary 100.00% -
Creative Monster Ltd Tate House, Watermark Way, Hertford, Herts ,SG13 7TZ Ordinary 100.00% -
Space Retail Group Ltd Tate House, Watermark Way, Hertford, Herts ,SG13 7TZ Ordinary 100.00% -
Monster Holding Ltd Tate House, Watermark Way, Hertford, Herts ,SG13 7TZ Ordinary 100.00% -
BX Ventures Ltd Tate House, Watermark Way, Hertford, Herts ,SG13 7TZ Ordinary 75.00% -
Get Mission Ltd Tate House, Watermark Way, Hertford, Herts ,SG13 7TZ Ordinary - 75.00%
The aggregate capital and reserves and the result for the year of the subsidiaries listed above was as follows:
Capital and Reserves Profit/(loss)
£ £
Blue Square Marketing Ltd 4,035,082 (5,107,653 )
Engage Pulse Ltd 115,091 (27,427 )
Creative Monster Ltd 161,838 (22,573 )
Space Retail Group Ltd (6,918 ) (526 )
Monster Holding Ltd 95,829 -
BX Ventures Ltd (78,440 ) (78,540 )
Get Mission Ltd (74,109 ) (74,110 )
The loss from Blue Square Marketing Ltd is after deducting £6,200,000 loan written off. This was written off between group companies and has no effect on these consolidated financial statements.
15. Stocks
2024 2023
£ £
Stock 66,771 139,923
16. Debtors
Group Company
2024 2023 2024 2023
£ £ £ £
Due within one year
Trade debtors 1,106,990 1,356,768 - -
Amounts owed by group undertakings - 7,740 476,139 143,657
Other debtors 1,871,528 2,462,229 294,915 187,617
2,978,518 3,826,737 771,054 331,274
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17. Creditors: Amounts Falling Due Within One Year
Group Company
2024 2023 2024 2023
£ £ £ £
Trade creditors 586,798 410,987 3,300 1
Bank loans and overdrafts 13 16 - -
Other loans - 5,280,000 - -
Amounts owed to group undertakings - 7,740 1,235,463 6,900,967
Other creditors 142,773 233,662 - -
Corporation tax 133,501 30,014 2 16,588
Taxation and social security 1,324,791 850,308 17,826 30,894
Accruals and deferred income 1,869,899 1,172,726 42,689 19,129
4,057,775 7,985,453 1,299,280 6,967,579
18. Deferred Taxation
The provision for deferred tax is made up as follows:
Group Company
2024 2023 2024 2023
£ £ £ £
Other timing differences 52,325 74,942 328 231
19. Provisions for Liabilities
Group
Deferred Tax Total
£ £
As at 1 January 2024 74,942 74,942
Reversals (22,617 ) (22,617)
Balance at 31 December 2024 52,325 52,325
Company
Deferred Tax Total
£ £
As at 1 January 2024 231 231
Additions 97 97
Balance at 31 December 2024 328 328
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20. Share Capital
2024 2023
Allotted, called up and fully paid £ £
150 Ordinary A shares of £ 1.00 each 150 150
225 Ordinary B shares of £ 1.00 each 225 225
21 Ordinary C shares of £ 1.00 each 21 21
396 396
There are three classes of ordinary shares in issue. There are no restrictions on the distribution
of dividends and the repayment of capital for the A & B shares other than Ordinary A shares are
restricted to 40% & the ordinary B shares to 60% in all respects.C Shares are non voting , they are
entitled to a return of capital restricted to 60% together with B shares as if they were one class.
21. Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as following:
2024 2023
£ £
Not later than one year 648,314 1,330,446
Later than one year and not later than five years 389,687 681,939
Later than five years 317,775 402,515
1,355,776 2,414,900
22. Pension Commitments
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £532,699 (2023: £699,577).
At the balance sheet date contributions of £88,636 (2023: £77,528) were due to the fund and are included in creditors.
23. Dividends
2024 2023
£ £
On equity shares:
Interim dividend paid 100,000 67,941
24. Non-Controlling Interest
Non-controlling interests represents accumulated comprehensive income for the year end , after deduction of dividends attributable to minority shareholders of the group subsidiaries.
25. Related Party Disclosures
The loan of £5,280,000 was repaid during the year. This was paid to a director of the company.Interest is incurred on the loan at 3% over base rate. During the year interest was incurred of £123,906 (2023:£375,827) During the year consultancy of £509,000 (2023:£125,000  )was incurred under normal market conditions with a private limited company that is controlled by a director.The balance owing at 31st December 2024 was nil (2023:nil).
26. Controlling Parties
The company's ultimate controlling party is Andrew Leaver by virtue of their interest in the share capital of the company.
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