Company No: 06519800 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Matthew John Franks
	Miles Alan Lovegrove

SECRETARY

Miles Alan Lovegrove

REGISTERED OFFICE	C/O Fluid Branding - Unit 31
	Esam Carluddon Technology Park
	Carluddon
	St. Austell
	PL26 8WE
	England
	United Kingdom

COMPANY NUMBER

06519800 (England and Wales)

CHARTERED ACCOUNTANTS	Francis Clark LLP
	Melville Building East
	Royal William Yard
	Plymouth
	Devon PL1 3GW

	Note	2023		2022
		£		£
Fixed assets
Tangible assets	3	800,002		806,576
Investments	4	167,653		167,853
		967,655		974,429
Current assets
Debtors	5	3,037,463		2,421,049
Cash at bank and in hand		686		8,969
		3,038,149		2,430,018
Creditors: amounts falling due within one year	6	( 2,573,038)		( 2,746,723)
Net current assets/(liabilities)		465,111		(316,705)
Total assets less current liabilities		1,432,766		657,724
Creditors: amounts falling due after more than one year	7	( 509,532)		( 514,020)
Provision for liabilities		( 28,331)		( 27,428)
Net assets		894,903		116,276
Capital and reserves
Called-up share capital	8	112		112
Fair value reserve		78,793		78,793
Profit and loss account		815,998		37,371
Total shareholder's funds		894,903		116,276

For the financial year ending 31 July 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Brand Division Limited (registered number: 06519800) were approved and authorised for issue by the Board of Directors on 09 February 2024. They were signed on its behalf by:

Miles Alan Lovegrove Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Brand Division Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is C/O Fluid Branding - Unit 31, Esam Carluddon Technology Park, Carluddon, St. Austell, PL26 8WE, England, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director's have prepared the financial statements on a going concern basis on the understanding that they will continue to provide financial support if it is required and, accordingly, the financial statements do not include any adjustments that would result if this support were not forthcoming.

Turnover

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company's activities. Turnover is shown net of value added tax; returns; rebates and discounts and after eliminating sales within the company.
The company recognises revenue when:
The amount of revenue can be reliably measured;
It is probable that future economic benefits will flow to the entity:
and specific criteria have been met for each of the company's activities.

Taxation

Current tax
Tax is recognised in profit and loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on tax rates and laws substantively enacted at the balance sheet date. Deferred tax assets and liabilities are not discounted.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a [straight-line, reducing balance] basis over its expected useful life, as follows:

Investment property	not depreciated
Vehicles	25 % reducing balance
Fixtures and fittings	5 years straight line

Investment property

Investment property is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.

Fixed asset investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets receivable within one year, such as trade debtors and bank balances, are measured at transaction price less any impairment.

Basic financial assets receivable within more than one year are measured at amortised cost less any impairment.

Basic financial liabilities
Basic financial liabilities that have no stated interest rate and are payable within one year, such as trade creditors, are measured at transaction price.

Other basic financial liabilities are measured at amortised cost.

2. Employees

	2023		2022
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	2		2

3. Tangible assets

	Investment property		Vehicles		Fixtures and fittings		Total
	£		£		£		£
Cost
At 01 August 2022	791,627		4,800		28,373		824,800
At 31 July 2023	791,627		4,800		28,373		824,800
Accumulated depreciation
At 01 August 2022	0		1,200		17,024		18,224
Charge for the financial year	0		900		5,674		6,574
At 31 July 2023	0		2,100		22,698		24,798
Net book value
At 31 July 2023	791,627		2,700		5,675		800,002
At 31 July 2022	791,627		3,600		11,349		806,576

The investment property was revalued on 31 July 2020 by the directors. The directors believe that an appropriate value would be £791,627 based on recent sales of similar properties in the area.

4. Fixed asset investments

Investments in subsidiaries

	2023
	£
Cost
At 01 August 2022	167,853
Disposals	( 200)
At 31 July 2023	167,653
Carrying value at 31 July 2023	167,653
Carrying value at 31 July 2022	167,853

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are shown below.

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.07.2023	Ownership 31.07.2022
PVM Property Limited	ESAM, Carluddon Technology Park, St Austell, England	Property development	Ordinary	67.14%	67.14%
Upbeat Spirits Limited	ESAM, Carluddon Technology Park, St Austell, England	Sale of beverages	Ordinary	0.00%	66.67%
Ethical Energy Developments Limited	ESAM, Carluddon Technology Park, St Austell, England	Renewable energy	Ordinary	50.00%	50.00%

5. Debtors

	2023		2022
	£		£
Trade debtors	0		1,512
Amounts owed by Group undertakings	870		670
Amounts owed by related parties	3,034,510		2,417,138
Other debtors	2,083		1,729
	3,037,463		2,421,049

6. Creditors: amounts falling due within one year

	2023		2022
	£		£
Bank loans (secured)	10,141		9,804
Trade creditors	3,152		533
Amounts owed to related parties	2,345,912		2,721,372
Taxation and social security	209,055		10,231
Other creditors	4,778		4,783
	2,573,038		2,746,723

7. Creditors: amounts falling due after more than one year

	2023		2022
	£		£
Bank loans (secured)	509,532		514,020

The bank loans are secured on freehold properties of the Company with a carrying value of £791,627 (2022: £791,627 ).

The Handelsbanken loan is denominated in £ sterling with a nominal interest rate of 2.88% over base rate. The final instalment is due on 23 December 2024. The carrying amount at the year end is £147k (2022 - £156k).

The Landbay loans are denominated in £ sterling with a nominal interest rate of 3.65%. These loans are interest only and the final payment is due on 26 March 2041. The carrying amount at the year end is £373k (2022 - £368k)

Amounts repayable after more than 5 years are included in creditors falling due over one year:

	2023		2022
	£		£
Bank loans (secured)	373,013		367,500

8. Called-up share capital

	2023		2022
	£		£
Allotted, called-up and fully-paid
112 Ordinary A shares of £ 1.00 each	112		112

9. Related party transactions

Transactions with entities in which the entity itself has a participating interest

	2023		2022
	£		£
At start of period	2,265,377		774,944
Advanced	991,000		3,054,000
Repaid	(326,700)		(1,648,590)
Interest	104,833		85,023
Balance carried forward	3,034,510		2,265,377

The loans bear interest at a rate of approximately 3.48% per annum and are repayable on demand. They are included within debtors due within 1 year. Included within the balance above is £928,262 (2022 - £477,262) relating to upbeat spirits which is no longer a related party at the year end. In addition to the above the company purchased services of £1664 (2022 - £1989) from a company in which Brand Division Limited has a participating interest. At the year end Brand Division Limited owed this company £598 (2022 - £173) relating to these services.

The company provided security for a loan taken out by PVM Property in the year. The total amount outstanding at the year end is £135,200 (2022 - £nil). This loan is secured over the investment in PVM Property Limited included in the accounts at £155,594 (2022 - £155,594).

Other related party transactions

	2023		2022
	£		£
At start of period	(2,721,372)		(1,834,176)
Advanced	(991,000)		(2,955,000)
Repaid	450,000		2,135,000
Interest	(83,539)		(67,196)
Written off	1,000,000		0
Balance carried forward	(2,345,911)		(2,721,372)

The loans bear interest at a rate of approximately 3.48% per annum and are repayable on demand. They are included within creditors due within 1 year. In addition to the above the company purchased services of £1,474 (2022 - £4,800) from an other related party. At the year end Brand Division Limited owed this company £1,474 (2022 - £nil) relating to these services.