Company registration number 07206481 (England and Wales)
TTG TECHNOLOGY (EUROPE) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
TTG TECHNOLOGY (EUROPE) LIMITED
COMPANY INFORMATION
Directors
R Clay
(Appointed 1 January 2023)
S Winks
(Appointed 1 January 2023)
Secretary
C Sidhu
Company number
07206481
Registered office
Brook Suite
Ground Floor, Bewley House
Marshfield Rd
Chippenham
SN15 1JW
Auditor
BHP LLP
Rievaulx House
1 St Mary's Court
Blossom Street
York
North Yorkshire
YO24 1AH
TTG TECHNOLOGY (EUROPE) LIMITED
CONTENTS
Page
Strategic report
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Income statement
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 21
TTG TECHNOLOGY (EUROPE) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2022.
Principal activities
The principal activity of the company continued to be that of software sales and consulting.
Results and dividends
The results for the year are set out on page 6.
Ordinary dividends were paid amounting to £516,147. The directors do not recommend payment of a final dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
C Marks
(Resigned 1 January 2023)
B Beattie
(Resigned 1 January 2023)
M Miller
(Resigned 1 January 2023)
R Clay
(Appointed 1 January 2023)
S Winks
(Appointed 1 January 2023)
Auditor
BHP LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
R Clay
Director
29 September 2023
TTG TECHNOLOGY (EUROPE) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
The directors are responsible for preparing the annual 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 accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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’s transactions and 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.
TTG TECHNOLOGY (EUROPE) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TTG TECHNOLOGY (EUROPE) LIMITED
- 3 -
Opinion
We have audited the financial statements of TTG Technology (Europe) Limited (the 'company') for the year ended 31 December 2022 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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.
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. 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 our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
TTG TECHNOLOGY (EUROPE) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TTG TECHNOLOGY (EUROPE) LIMITED
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations, relevant to the company, which could give rise to a material misstatement in the financial statements. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management, review of company minutes and legal expenses. There are inherent limitations in the audit procedures described and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters which we are required to address
Comparative information in the financial statements is derived from the Company's prior period financial statements which were not audited.
TTG TECHNOLOGY (EUROPE) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TTG TECHNOLOGY (EUROPE) LIMITED
- 5 -
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.
Daniel Sowden (Senior Statutory Auditor)
For and on behalf of BHP LLP
29 September 2023
Chartered Accountants
Statutory Auditor
Rievaulx House
1 St Mary's Court
Blossom Street
York
North Yorkshire
YO24 1AH
TTG TECHNOLOGY (EUROPE) LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
2022
2021
Notes
£
£
Revenue
3
4,153,247
4,480,769
Cost of sales
(2,638,252)
(3,172,791)
Gross profit
1,514,995
1,307,978
Administrative expenses
(839,426)
(1,045,621)
Other operating income
58,640
Operating profit
4
675,569
320,997
Finance costs
7
(140)
(335)
Profit before taxation
675,429
320,662
Tax on profit
8
(118,317)
(10,008)
Profit and total comprehensive income for the financial year
557,112
310,654
TTG TECHNOLOGY (EUROPE) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 7 -
2022
2021
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
10
2,683
12,359
Current assets
Inventories
11
286,626
75,813
Trade and other receivables
13
1,905,401
2,529,128
Cash and cash equivalents
11,925
15,190
2,203,952
2,620,131
Current liabilities
14
(2,158,381)
(2,612,697)
Net current assets
45,571
7,434
Total assets less current liabilities
48,254
19,793
Non-current liabilities
14
-
(2,496)
Provisions for liabilities
Deferred tax liabilities
16
(10,008)
Net assets
48,254
7,289
Equity
Called up share capital
18
100
100
Retained earnings
48,154
7,189
Total equity
48,254
7,289
The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
R Clay
Director
Company registration number 07206481
TTG TECHNOLOGY (EUROPE) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 January 2021
100
1,396,378
1,396,478
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
310,654
310,654
Transactions with owners in their capacity as owners:
Dividends
9
-
(1,699,843)
(1,699,843)
Balance at 31 December 2021
100
7,189
7,289
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
557,112
557,112
Transactions with owners in their capacity as owners:
Dividends
9
-
(516,147)
(516,147)
Balance at 31 December 2022
100
48,154
48,254
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
1
Accounting policies
Company information
TTG Technology (Europe) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Brook Suite, Ground Floor, Bewley House, Marshfield Rd, Chippenham, SN15 1JW. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS
the requirement of IFRS 7 Financial Instruments: Disclosures
the requirement of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirement of IAS 7 Statement of Cash Flows
IAS 8 requirement to disclose information about the impact of standards not yet effective
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
1.2
Going concern
The company has been profitable in recent years to the extent that it has been in a position to continue to pay a dividend to it's shareholders. A policy is in place to pool cash at a group level which has resulted in TTG Technology (Europe) Limited having £11,925 in available cash as at the 31 December 2022. However, confirmation has been obtained confirming that in the event funds are required, group will support TTG Technology (Europe) Limited to such an extent that it has sufficient liquidity to settle it's liabilities in the foreseeable future.true
As a result of this, the directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 10 -
1.3
Revenue
Revenue represents the value of sales of software and related services to third parties exclusive of value added tax.
Pre-packaged Software licences are recognised on delivery of the software licence. When delivery of goods is delayed at the buyers request, and the customer specifically acknowledges the deferred delivery instructions and the usual payments terms apply, revenue is recognised when the customer takes title of the goods.
Consultancy and service revenues provided on a time and materials basis are recognised when the service has been performed. For Licences and services provided on a fixed price basis, revenue is recognised proportionately to the percentage of planned costs incurred.
Maintenance and warranty renewals are recognised proportionately over the period of the contract.
When a contract consists of various components that operate independently of each other, the Company recognises revenue for each component as if it were an individual contract.
When work is completed for contracts where work is carried out by multiple group companies, a revenue sharing agreement is agreed and revenue is recognised in accordance with this agreement. The share of this agreed revenue is then recognised in accordance with the aforementioned recognition criteria.
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
Over the length of the lease
Fixtures and fittings
25% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.5
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the 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 an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 11 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Inventories
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.
Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
1.7
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 12 -
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.9
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 13 -
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 14 -
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
In the comparative period, as a lessee applying IAS 17, the company classified leases as finance leases whenever the terms of the lease transferred substantially all the risks and rewards of ownership to the lessees. All other leases were classified as operating leases. Assets held under finance leases were recognised as assets at the lower of the assets' fair value at the date of inception and the present value of the minimum lease payments. The related liability was included in the statement of financial position as a finance lease obligation.
Lease payments were treated as consisting of capital and interest elements and the interest was charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability. Rentals payable under operating leases, less any lease incentives received, were charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis was more representative of the time pattern in which economic benefits from the leased asset were consumed.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.16
This is the first year that the company has required an audit of its financial statements and therefore all corresponding figures are unaudited.
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 15 -
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing 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 the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
3
Revenue
2022
2021
£
£
Revenue analysed by class of business
Licences
532,596
1,861,287
Services
1,384,732
1,545,297
Maintenance
2,235,919
1,074,185
4,153,247
4,480,769
2022
2021
£
£
Revenue analysed by geographical market
United Kingdom
2,686,812
1,718,795
Europe
1,466,435
2,761,974
4,153,247
4,480,769
4
Operating profit
2022
2021
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses
74,281
71,785
Depreciation of property, plant and equipment
9,676
15,762
(Profit)/loss on disposal of property, plant and equipment
-
91
Cost of inventories recognised as an expense
2,638,252
3,172,791
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 16 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
4
10
Their aggregate remuneration comprised:
2022
2021
£
£
Wages and salaries
525,162
456,328
Social security costs
91,534
45,727
Pension costs
17,020
9,121
633,716
511,176
6
Directors' remuneration
2022
2021
£
£
During the year no retirement benefits were accruing to directors (2021: £nil) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £nil (2021: £nil).
The value of the company's contributions paid to a defined contribution scheme in respect of the highest paid director amounted to £nil (2021: £nil).
The total accrued pension provision of the highest paid director at 31 December 2022 amounted to £nil (2021: £nil).
The Directors are all remunerated by other Companies in the group wholly owned by Constellation Software Inc. and no recharge for any qualifying services is made to the Company.
7
Finance costs
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest on other loans
140
335
8
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
128,332
-
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
8
Taxation
2022
2021
£
£
(Continued)
- 17 -
Deferred tax
Origination and reversal of temporary differences
(10,015)
10,008
Total tax charge
118,317
10,008
The charge for the year can be reconciled to the profit per the income statement as follows:
2022
2021
£
£
Profit before taxation
675,429
320,662
Expected tax charge based on a corporation tax rate of 19.00% (2021: 19.00%)
128,332
60,926
Change in unrecognised deferred tax assets
11,166
Group relief
(63,938)
Permanent capital allowances in excess of depreciation
(9,941)
1,838
Other permanent differences
(56)
-
Change in deferred tax rates
(18)
16
Taxation charge for the year
118,317
10,008
9
Dividends
2022
2021
2022
2021
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Interim dividend paid
5,161.47
16,998.43
516,147
1,699,843
10
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2022
21,770
10,633
32,403
At 31 December 2022
21,770
10,633
32,403
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
10
Property, plant and equipment
Leasehold land and buildings
Fixtures and fittings
Total
£
£
£
(Continued)
- 18 -
Accumulated depreciation and impairment
At 1 January 2022
9,676
10,368
20,044
Charge for the year
9,676
9,676
At 31 December 2022
19,352
10,368
29,720
Carrying amount
At 31 December 2022
2,418
265
2,683
At 31 December 2021
12,094
265
12,359
Property, plant and equipment includes right-of-use assets, as follows:
Land and buildings
£
Net carrying value at 31 December 2021
12,094
Depreciation charge
(9,676)
Net carrying value at 31 December 2022
2,418
Lease liabilities
At 31 December 2022, the company is committed to £2,500 (2021: £12,500) in future lease payments, none of which relates to short-term leases. The carrying amount of the lease liabilities approximates the fair value.
Th company's obligations are secured by the lessors' title to the leased office which has a carrying value of £2,418 (2021: £12,094). The company does not face a significant liquidity risk with regard to its lease liabilities and these are monitored as part of the overall process of managing cash flows.
The lease liability due < 1 year is £2,500. Lease liability due > 1 year is £nil. The following table outlines future lease payments:
2022
£
Year one
2,500
2,500
Less: unearned interest
(82)
2,418
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 19 -
11
Inventories
2022
2021
£
£
Finished goods
286,626
75,813
12
Contracts with customers
2022
2021
£
£
Contracts in progress
Contract costs recoverable
126,741
158,057
Contract liabilities
(1,050,030)
(913,245)
13
Trade and other receivables
2022
2021
£
£
Trade receivables
1,592,502
1,479,700
Provision for bad and doubtful debts
(103,650)
(108,536)
1,488,852
1,371,164
Contract costs recoverable (note 12)
126,741
158,057
Amounts owed by fellow group undertakings
266,023
976,661
Other receivables
20,346
20,346
Prepayments and accrued income
3,431
2,900
1,905,393
2,529,128
Deferred tax asset
8
-
1,905,401
2,529,128
14
Liabilities
Current
Non-current
2022
2021
2022
2021
Notes
£
£
£
£
Trade and other payables
15
1,888,698
2,565,820
2,496
Corporation tax
125,556
2,070
-
-
Other taxation and social security
144,127
44,807
-
-
2,158,381
2,612,697
-
2,496
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 20 -
15
Trade and other payables
Current
Non-current
2022
2021
2022
2021
£
£
£
£
Trade payables
223,397
3,076
Contract liabilities (note 12)
1,050,030
913,245
-
-
Amounts owed to fellow group undertakings
574,641
1,541,203
-
-
Accruals and deferred income
38,134
98,436
Other payables
2,496
9,860
-
2,496
1,888,698
2,565,820
-
2,496
16
Deferred taxation
2022
2021
£
£
Deferred tax liabilities
10,008
Deferred tax assets
(8)
(8)
10,008
Deferred tax assets are expected to be recovered within one year
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
ACAs
£
Balance at 1 January 2021
Deferred tax movements in prior year
Charge/(credit) to profit or loss
10,008
Liability at 1 January 2022
10,008
Deferred tax movements in current year
Charge/(credit) to profit or loss
(10,016)
Asset at 31 December 2022
(8)
TTG TECHNOLOGY (EUROPE) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
17
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
17,020
9,121
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
18
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
100
100
100
100
19
Related party transactions
As permitted by FRS 101 related party transactions with wholly owned members of the Constellation Software Inc. have not been disclosed.
20
Controlling party
On 31 January 2021, Signature Rail Limited acquired the entire share capital from TTG Technology (Hong Kong) Limited.
The immediate parent company is Signature Rail Limited. The ultimate parent undertaking and controlling entity is Constellation Software Inc, a company incorporated in Canada.
The smallest group in which the results of the Company are consolidated is that headed by Volaris Group A/S, a company incorporated in Denmark. The largest group in which the results of the Company are consolidated is that headed by Constellation Software Inc. The consolidated financial statements of this group are available to the public and may be obtained from www.csisoftware.com/category/stat-filings.
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