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REGISTERED NUMBER: 13609230 (England and Wales)













Strategic Report, Report of the Directors and

Financial Statements

for the Period 1 October 2022 to 31 March 2023

for

TBI Investments (2021) Limited

TBI Investments (2021) Limited (Registered number: 13609230)






Contents of the Financial Statements
for the Period 1 October 2022 to 31 March 2023




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Income Statement 7

Other Comprehensive Income 8

Balance Sheet 9

Statement of Changes in Equity 10

Notes to the Financial Statements 11


TBI Investments (2021) Limited

Company Information
for the Period 1 October 2022 to 31 March 2023







DIRECTORS: H C Dexter
C J Tilly



REGISTERED OFFICE: York Chambers
York Road
HARTLEPOOL
TS26 9DP



REGISTERED NUMBER: 13609230 (England and Wales)



SENIOR STATUTORY AUDITOR: Christopher Beaumont BA (Hons) BFP FCA DChA



AUDITORS: Clive Owen LLP
Chartered Accountants
& Statutory Auditors
140 Coniscliffe Road
Darlington
County Durham
DL3 7RT

TBI Investments (2021) Limited (Registered number: 13609230)

Strategic Report
for the Period 1 October 2022 to 31 March 2023

The directors present their strategic report for the period 1 October 2022 to 31 March 2023.

The principal activity of the company was that of a leasing of intellectual property company. Income is derived from licensing rights to use the company's clients and contacts to its subsidiary company TBI Investments Limited.

REVIEW OF BUSINESS
In July 2022, the business acquired the goodwill in respect of the FCA registered element of business - Tilly Bailey and Irvine LLP from TBI Holdings Limited. This goodwill has in turn been licenced to TBI Investments Limited which employs the individuals who provide financial services advice to the clients.

The key financial performance and other performance indicators during the period were as follows:

2023 2022
Turnover £24,996 £8,332
Profit/(loss) after tax (£14,694 ) (£6,515 )
Equity shareholders funds (£21,109 ) (£6,415 )
Number of employees None None

PRINCIPAL RISKS AND UNCERTAINTIES
Competitive risks
There are other firms of advisers who operate in the same geographical area. The client retention by TBI Investments Limited is very good, and its advisers have a significant number of long-term relationships. If TBI Investments Limited were to lose numbers of clients then the ability of that entity to pay the licence fee would be put at risk.

Legal risks
In the ordinary course of business, certain aspects of TBI Investments Limited services are opinion based and may be subject to challenge. Where appropriate, TBI Investments Limited, obtains third party professional corroboration. In addition, that company has professional indemnity insurance.

Legislative risks
TBI Investments (2021) Limited is the wholly owned subsidiary of Tilly Bailey & Irvine LLP which is regulated by the FCA and we therefore have to ensure compliance with their rules and regulations. These are regularly reviewed to ensure compliance.

Changes in the regulatory environment that affect the company and its clients may reduce the level of services required, but equally these may enable the company to take advantage of these opportunities.

Financial instrument risk
The main income is from the licence fee generated. The main expense is the amortisation of the goodwill therefore the business is cash generative whilst this fee is being received.

ON BEHALF OF THE BOARD:





C J Tilly - Director


28 July 2023

TBI Investments (2021) Limited (Registered number: 13609230)

Report of the Directors
for the Period 1 October 2022 to 31 March 2023

The directors present their report with the financial statements of the company for the period 1 October 2022 to 31 March 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was that of was that of a leasing of intellectual property company.

DIVIDENDS
No dividends will be distributed for the period ended 31 March 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 October 2022 to the date of this report.

H C Dexter
C J Tilly

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;
-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.


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





C J Tilly - Director


28 July 2023

Report of the Independent Auditors to the Members of
TBI Investments (2021) Limited

Opinion
We have audited the financial statements of TBI Investments (2021) Limited (the 'company') for the period ended 31 March 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its loss for the period 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 Auditors' 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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 the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
TBI Investments (2021) Limited


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 Strategic Report or the Report of the Directors.

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 financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

Report of the Independent Auditors to the Members of
TBI Investments (2021) Limited


Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this.

We undertake the following procedures to identify and respond to these risks of non-compliance:
- Understanding the key legal and regulatory frameworks that are applicable to the company. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be:
Data protection, taxation law and company law.
- Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance
- Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed
- Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements.

Through these procedures, we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. 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. 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 concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 we are required to state to them in a Report of the Auditors 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.




Christopher Beaumont BA (Hons) BFP FCA DChA (Senior Statutory Auditor)
for and on behalf of Clive Owen LLP
Chartered Accountants
& Statutory Auditors
140 Coniscliffe Road
Darlington
County Durham
DL3 7RT

28 July 2023

TBI Investments (2021) Limited (Registered number: 13609230)

Income Statement
for the Period 1 October 2022 to 31 March 2023

Period Period
1.10.22 8.9.21
to to
31.3.23 30.9.22
Notes £    £   

TURNOVER 24,996 8,332

Administrative expenses 35,513 13,834
OPERATING LOSS and
LOSS BEFORE TAXATION (10,517 ) (5,502 )

Tax on loss 5 4,177 1,013
LOSS FOR THE FINANCIAL PERIOD (14,694 ) (6,515 )

TBI Investments (2021) Limited (Registered number: 13609230)

Other Comprehensive Income
for the Period 1 October 2022 to 31 March 2023

Period Period
1.10.22 8.9.21
to to
31.3.23 30.9.22
Notes £    £   

LOSS FOR THE PERIOD (14,694 ) (6,515 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

(14,694

)

(6,515

)

TBI Investments (2021) Limited (Registered number: 13609230)

Balance Sheet
31 March 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 6 606,666 639,166

CURRENT ASSETS
Cash at bank 35,915 10,099

CREDITORS
Amounts falling due within one year 7 13,690 655,680
NET CURRENT ASSETS/(LIABILITIES) 22,225 (645,581 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

628,891

(6,415

)

CREDITORS
Amounts falling due after more than one
year

8

650,000

-
NET LIABILITIES (21,109 ) (6,415 )

CAPITAL AND RESERVES
Called up share capital 9 100 100
Retained earnings 10 (21,209 ) (6,515 )
SHAREHOLDERS' FUNDS (21,109 ) (6,415 )

The financial statements were approved by the Board of Directors and authorised for issue on 28 July 2023 and were signed on its behalf by:





C J Tilly - Director


TBI Investments (2021) Limited (Registered number: 13609230)

Statement of Changes in Equity
for the Period 1 October 2022 to 31 March 2023

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 100 - 100
Total comprehensive income - (6,515 ) (6,515 )
Balance at 30 September 2022 100 (6,515 ) (6,415 )

Changes in equity
Total comprehensive income - (14,694 ) (14,694 )
Balance at 31 March 2023 100 (21,209 ) (21,109 )

TBI Investments (2021) Limited (Registered number: 13609230)

Notes to the Financial Statements
for the Period 1 October 2022 to 31 March 2023

1. STATUTORY INFORMATION

TBI Investments (2021) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

Going concern
The directors have received confirmation from the parent company, Tilly Bailey & Irvine LLP, that it will continue to make available financial support as may be required for the 12 months from the date of signing these financial statements.

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover
Turnover is measured at fair value of consideration receivable, excluding discounts, rebates, value added tax and other sales taxes for the transfer of licence fee rights.

Income recognition
Income is recognised on a monthly basis as the licence fee rights are transferred.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a licence in 2022, is being amortised evenly over its estimated useful life of 10 years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Financial instruments
Basic financial instruments are recognised at amortised cost with changes recognised in profit or loss.


TBI Investments (2021) Limited (Registered number: 13609230)

Notes to the Financial Statements - continued
for the Period 1 October 2022 to 31 March 2023

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3. EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 March 2023 nor for the period ended 30 September 2022.

The average number of employees during the period was NIL (2022 - NIL).

Period Period
1.10.22 8.9.21
to to
31.3.23 30.9.22
£    £   
Directors' remuneration - -

4. OPERATING LOSS

The operating loss is stated after charging:

Period Period
1.10.22 8.9.21
to to
31.3.23 30.9.22
£    £   
Goodwill amortisation 32,500 10,834
Auditors' remuneration 3,000 3,000

TBI Investments (2021) Limited (Registered number: 13609230)

Notes to the Financial Statements - continued
for the Period 1 October 2022 to 31 March 2023

5. TAXATION

Analysis of the tax charge
The tax charge on the loss for the period was as follows:
Period Period
1.10.22 8.9.21
to to
31.3.23 30.9.22
£    £   
Current tax:
UK corporation tax 4,177 1,013
Tax on loss 4,177 1,013

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period Period
1.10.22 8.9.21
to to
31.3.23 30.9.22
£    £   
Loss before tax (10,517 ) (5,502 )
Loss multiplied by the standard rate of corporation tax in the UK of 19%
(2022 - 19%)

(1,998

)

(1,045

)

Effects of:
Depreciation in excess of capital allowances 6,175 2,058
Total tax charge 4,177 1,013

6. INTANGIBLE FIXED ASSETS
Goodwill
£   
COST
At 1 October 2022
and 31 March 2023 650,000
AMORTISATION
At 1 October 2022 10,834
Amortisation for period 32,500
At 31 March 2023 43,334
NET BOOK VALUE
At 31 March 2023 606,666
At 30 September 2022 639,166

TBI Investments (2021) Limited (Registered number: 13609230)

Notes to the Financial Statements - continued
for the Period 1 October 2022 to 31 March 2023

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed to group undertakings - 650,000
Taxation and social security 7,690 2,680
Accruals and deferred income 6,000 3,000
13,690 655,680

The bank holds a cross guarantee between the group members of Tilly Bailey & Irvine LLP with unlimited security.

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Amounts owed to group undertakings 650,000 -

9. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
100 Ordinary £1 100 100

10. RESERVES
Retained
earnings
£   

At 1 October 2022 (6,515 )
Deficit for the period (14,694 )
At 31 March 2023 (21,209 )

11. ULTIMATE CONTROLLING PARTY

The ultimate parent company is Tilly Bailey & Irvine LLP, the registered office is York Chambers, York Road, Hartlepool, TS26 9DP.