Registered number |
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Brand Fusion International Limited | |
Financial statements | |
Contents | |
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Company information | 1 |
Directors' report | 2 & 3 |
Independent auditors' report | 4 & 5 |
Profit and loss account | 6 |
Balance sheet | 7 |
Changes in equity | 8 |
Notes to the financial statements | 9 to 14 |
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Company Information |
Directors |
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Secretary |
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Trading Address |
Golfers Club House |
Oak Road |
Leatherhead |
Surrey |
KT22 7PG |
Auditors |
RPG Crouch Chapman LLP |
Chartered Accountants & Registered Auditors |
62 Wilson Street |
London |
EC2A 2BU |
Accountants |
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International Accountants |
Market House |
12a Cross Road |
Tadworth |
Surrey |
KT20 5SR |
Registered office |
Market House |
12a Cross Road |
Tadworth |
Surrey |
KT20 5SR |
Registered number |
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Registered number: |
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Directors' Report | |||||||
The directors present their report and financial statements for the year ended |
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Principal activities | |||||||
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Directors | |||||||
The following persons served as directors during the year: | |||||||
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Statement of directors' responsibilities |
The directors are responsible for preparing 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 and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: | |||||||
● | select suitable accounting policies and then apply them consistently; | ||||||
● | make judgements and estimates that are reasonable and prudent; | ||||||
● | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. | ||||||
The directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Statement of disclosure of information to auditors |
The directors of the company who held office at the date of approval of this directors' report, confirm that: | |||||||
● | so far as they are aware, there is no relevant audit information, information needed by the company's auditors in connection with preparing their report, of which the company'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's auditors are aware of that information. |
Auditors | |||||||
It is expected that the company will be exempt from an audit next year so RPG Crouch Chapman LLP will not be proposed for reappointment for this reason. | |||||||
Small company provisions | |||||||
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This report was approved by the board on |
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N D Freemantle | |||||||
Director | |||||||
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Independent auditors' report | ||
to the member of Brand Fusion International Limited | ||
We have audited the financial statements of Brand Fusion International Limited for the year ended 29 February 2016 which comprise the Profit and Loss Account, the Balance Sheet and the related notes. 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 Section 1A 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'. | ||
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. | ||
Respective responsibilities of directors and auditors |
As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors. |
Scope of the audit of the financial statements | ||
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Opinion on the financial statements |
In our opinion the financial statements : | ||
● | give a true and fair view of the state of the company's affairs as at 29 February 2016 and of its profit for the year then ended; | |
● | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities; and | |
● | have been prepared in accordance with the requirements of the Companies Act 2006. |
Opinion 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. No material misstatements in the Directors' Report have been identified. | ||
Matters on which we are required to report by exception |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: | ||
● | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or | |
● | the accounts 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; or | |
● | the directors were not entitled to prepare the financial statements and the director's report in accordance with the small companies regime. |
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(Senior Statutory Auditor) | ||
for and on behalf of | 62 Wilson Street | |
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London | |
Chartered Accountants and Statutory Auditors | EC2A 2BU | |
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Registered number: |
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Balance Sheet | |||||||
as at |
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Notes | 2016 | 2016 | 2015 | 2015 | |||
£ | £ | £ | £ | ||||
Fixed assets | |||||||
Intangible assets | 4 |
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Tangible assets | 5 |
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Current assets | |||||||
Stocks |
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Debtors | 6 |
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Cash at bank and in hand |
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Creditors: amounts falling due within one year | 7 | ( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: amounts falling due after more than one year | 8 | - | ( |
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Provisions for liabilities | ( |
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Net assets |
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Capital and reserves | |||||||
Called up share capital |
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Profit and loss account |
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Shareholder's funds |
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N D Freemantle | |||||||
Director | |||||||
Approved by the board on |
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The notes on pages 9 to 14 form part of these financial statements | |||||||
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Statement of Changes in Equity | ||||||||||
for the year ended |
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Share | Share | Re- | Profit | Total | ||||||
capital | premium | valuation | and loss | |||||||
reserve | account | |||||||||
£ | £ | £ | £ | £ | ||||||
At 1 January 2015 |
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Profit for the financial year | 248,193 | 248,193 | ||||||||
At 28 February 2015 | 1 | - | - | 1,707,268 | 1,707,269 | |||||
At 1 March 2015 |
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- | - | 1,707,269 | 1,707,270 | |||||
Profit for the financial year |
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At 29 February 2016 |
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The notes on pages 9 to 13 form part of these financial statements | ||||||||||
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Notes to the Financial Statements | |||||||||
for the year ended |
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1 | Accounting policies | ||||||||
Basis of preparation of accounts | |||||||||
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Revenue recognition | |||||||||
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Intangible fixed assets and amortisation | |||||||||
Trade Marks and Patents valued at cost are deemed to be non-depreciating fixed assets with no practical definable life expectancy so no provision for depreciation/amortisation is included in the accounts. |
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Tangible fixed assets and depreciation | |||||||||
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Plant, equipment & vehicles | 25% per annum on reducing balance basis | ||||||||
Computer equipment | 40% per annum on reducing balance basis | ||||||||
Assets held under finance leases are depreciated in the same way as owned assets. At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
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Stocks | |||||||||
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When stocks are sold, the carrying amount of those stocks is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of stocks to net realisable value and all losses of stocks are recognised as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down of stocks is recognised as a reduction in the amount of stocks recognised as an expense in the period in which the reversal occurs. | |||||||||
Debtors | |||||||||
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Financial Instruments | |||||||||
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financial transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit & loss account. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date. |
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Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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. | |||||||||
Creditors | |||||||||
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Taxation | |||||||||
Deferred tax is recognised on all 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. 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. |
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Foreign currency translation | |||||||||
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Leased assets | |||||||||
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to profit and loss account on a straight line basis. |
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2 | Judgements in applying accounting policies and key sources of estimation uncertainty | ||||||||
The items in the financial statements where significant judgements are and estimates have been made include : Trade debtors are reviewed and provided for where there is uncertainty over recoverability. Depreciation policies are reviewed each year to ensure that the rates reflect the useful economic life of the assets accurately. Accruals are calculated and included in the financial statements to estimate a provision for the liabilities incurred but not invoiced at the year end. |
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3 | Employees | 2016 | 2015 | ||||||
Number | Number | ||||||||
Average number of persons employed by the company |
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4 | Intangible fixed assets | £ | |||||||
Goodwill: | |||||||||
Cost | |||||||||
At 1 March 2015 |
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At 29 February 2016 |
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Amortisation | |||||||||
At 1 March 2015 |
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Provided during the year |
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At 29 February 2016 |
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Net book value | |||||||||
At 29 February 2016 |
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At 28 February 2015 |
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Patents & trade marks are not amortised. Goodwill is being amortised at the rate of 5% per annum on cost based on an expected useful life of 20 years. |
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5 | Tangible fixed assets | ||||||||
Plant and machinery etc | |||||||||
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Cost | |||||||||
At 1 March 2015 |
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Additions |
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At 29 February 2016 |
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Depreciation | |||||||||
At 1 March 2015 |
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Charge for the year |
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At 29 February 2016 |
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Net book value | |||||||||
At 29 February 2016 |
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At 28 February 2015 |
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6 | Debtors | 2016 | 2015 | ||||||
£ | £ | ||||||||
Trade debtors |
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Other debtors |
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7 | Creditors: amounts falling due within one year | 2016 | 2015 | ||||||
£ | £ | ||||||||
Trade creditors |
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Corporation tax |
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Other taxes and social security costs |
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Other creditors |
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Other creditors includes directors loan balances totalling £1,027,076 as at 29th February 2016 (£1,030,246 as at 28th February 2015). These represent the balances of unsecured loans made to the company by N D Freemantle and K A J Friend. There are no formal arrangements to repay these loans and there is no general provision for the directors to charge the company interest on the outstanding balance but during the year to 29th February 2016, the company did pay interest on part of the loan from N D Freemantle and the loan from K A J Friend. These loans will be repaid to the directors as and when funds are available. Other creditors include - a) One unsecured private loan balance totalling £181,000 (£181,000 - 2015) which is non-interest bearing with no fixed date for repayment. b) One unsecured private loan balance totalling £32,438 (£31,543 - 2015) with no fixed date for repayment and on which interest is paid. c) Two separate unsecured loans with respective balances of £195,000 (£200,000 - 2015) and £186,000 (£186,000 - 2015) which are each due for repayment in November 2016. Interest is charged on each loan on a quarterly basis at a tracker rate of 3% above the Bank of England base rate and paid at the end of each financial quarter of the company. Monies owing to Barclays Bank plc at any time are secured on all company assets. In addition, personal guarantees have been given to Barclays Bank plc by N D Freemantle (a director and sole shareholder) in respect of liabilities to the bank up to a maximum of £200,000. |
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8 | Creditors: amounts falling due after one year | 2016 | 2015 | ||||||
£ | £ | ||||||||
Other creditors | - |
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Other creditors includes two separate unsecured loans with respective balances of (£200,000 - 2015) and (£186,000 - 2015) which are each due for repayment in November 2016. Interest is charged on each loan on a quarterly basis at a tracker rate of 3% above the Bank of England base rate and paid at the end of each financial quarter of the company. | |||||||||
9 | Events after the reporting date | ||||||||
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10 | Other financial commitments | 2016 | 2015 | ||||||
£ | £ | ||||||||
Total future minimum payments under non-cancellable operating leases |
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11 | Financial instruments | 2016 | 2015 | ||||||
£ | £ | ||||||||
Financial assets | |||||||||
Financial assets measured at fair value through profit & loss | 352,891 | 418,561 | |||||||
Financial assets that are debt instruments measured at amortised cost | 1,546,687 | 1,142,743 | |||||||
1,899,578 | 1,561,304 | ||||||||
Financial liabilities | |||||||||
Financial liabilities measured at amortised cost | 2,772,148 | 2,618,179 | |||||||
2,772,148 | 2,618,179 | ||||||||
Financial assets measured at fair value through profit & loss comprise cash & cash equivalents. | |||||||||
Financial assets measured at amortised cost comprise trade and other debtors. | |||||||||
Financial liabilities measured at amortised cost comprise trade creditors, loans, other creditors and accruals. | |||||||||
12 | First time adoption of FRS 102 | ||||||||
The policies applied under the entity's previous accounting framework are not materially different to FRS102 and have not impacted on equity or profit or loss. The financial statements have been prepared under FRS 102 Section 1a (applicable to small companies). | |||||||||
13 | Other information | ||||||||
Brand Fusion International Limited is a private company limited by shares and incorporated in England. Its registered office is: | |||||||||
Market House | |||||||||
12a Cross Road | |||||||||
Tadworth | |||||||||
Surrey | |||||||||
KT20 5SR | |||||||||
The financial statements are presented in Sterling which is the functional currency of the company. |