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Registered number: 13718614












HOT POT GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

 

HOT POT GROUP LIMITED

CONTENTS



Page
Company information
 
1
Director's report
 
2
Director's responsibilities statement
 
3
Independent auditor's report
 
4 - 7
Profit and loss account
 
8
Balance sheet
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 19


 

HOT POT GROUP LIMITED
 
COMPANY INFORMATION


Director
G B Fry (appointed 2 November 2021)




Company secretary
Fieldfisher Secretaries Limited



Registered number
13718614



Registered office
North Suite
Third Floor

32/34 Great Marlborough Street

London

W1F 7JB




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

HOT POT GROUP LIMITED

DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022

The director presents his report and the financial statements for the period ended 31 December 2022.

The company was incorporated on 2 November 2021 and commenced trading on 22 November 2021.

Director

The director who served during the period was:

G B Fry (appointed 2 November 2021)

Disclosure of information to auditor

The director at the time when this director's report is approved has confirmed that:
 
so far as  is aware, there is no relevant audit information of which the company's auditor is unaware, and

 has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Small companies note

In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





G B Fry
Director

Date: 1 November 2023

Page 2

 

HOT POT GROUP LIMITED
 
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2022

The director is responsible for preparing the director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the director must not approve the financial statements unless he is 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 director is 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 director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Page 3

 

HOT POT GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOT POT GROUP LIMITED
 FOR THE PERIOD ENDED 31 DECEMBER 2022

Opinion


We have audited the financial statements of Hot Pot Group Limited (the 'company') for the period ended 31 December 2022, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 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 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 United Kingdom, including the Financial Reporting Council'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 director's 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 director with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the annual report other than the financial statements and  our auditor's report thereon.  The director is 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.


Page 4

 

HOT POT GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOT POT GROUP LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

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 period for which the financial statements are prepared is consistent with the financial statements; and
the director's report has been prepared in accordance with applicable legal requirements.


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 director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the director's report and from the requirement to prepare a strategic report.


Responsibilities of directors
 

As explained more fully in the director's responsibilities statement set out on page 3, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 5

 

HOT POT GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOT POT GROUP LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

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:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected movements; and 
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation; 
reviewed the nominal ledger including testing a sample of journal entries to identify unusual transactions;
assessed whether judgement and assumptions made in determining the accounting estimates were indicative of potential bias; and
enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 
Page 6

 

HOT POT GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOT POT GROUP LIMITED (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Mahmood Ramji (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
2 November 2023
Page 7

 

HOT POT GROUP LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2022

2022
Note
£

  

Administrative expenses
  
(37)

Operating loss
  
(37)

Interest payable and similar expenses
 5 
(141,044)

Loss for the financial period
  
(141,081)

The profit and loss account has been prepared on the basis that all activities are continuing operations.
There are no items of other comprehensive income for the period other than the loss for the period. Accordingly, no statement of other comprehensive income has been presented.

Page 8


 
REGISTERED NUMBER:13718614
HOT POT GROUP LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
Note
£

  

Fixed assets
  

Investments
 7 
2,115,126

  
2,115,126

  

Creditors: amounts falling due within one year
 9 
(1,256,206)

Net current liabilities
  
 
 
(1,256,206)

Total assets less current liabilities
  
858,920

  

Creditors: amounts falling due after more than one year
  
(1,000,000)

  
(141,080)

  

  

Net liabilities
  
(141,080)


Capital and reserves
  

Called up share capital 
 11 
1

Profit and loss account
  
(141,081)

Total equity
  
(141,080)


The company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




G B Fry
Director

Date: 1 November 2023

The notes on pages 11 to 19 form part of these financial statements.

Page 9

 

HOT POT GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(141,081)
(141,081)
Total comprehensive income for the period
-
(141,081)
(141,081)


Contributions by and distributions to owners

Shares issued during the period
1
-
1


Total transactions with owners
1
-
1


At 31 December 2022
1
(141,081)
(141,080)

The notes on pages 11 to 19 form part of these financial statements.

Page 10

 

HOT POT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

1.


General information

Hot Pot Group Limited is a private company limited by shares and is incorporated and domiciled in England and Wales. The address of its registered office is North Suite, Third Floor, 32/34 Great Marlborough Street, London, W1F 7JB.
The company's financial statements are presented in Sterling (£), which is also the company's functional currency. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
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

This information is included in the consolidated financial statements of Together Group Holdings Plc as at 31 December 2022 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 11

 

HOT POT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Going concern

The directors of the controlling entity, Together Group Holdings Plc, have prepared forecasts until 31 December 2024 which show that the Group will have sufficient cash available from a combination of existing facilities and generate from its principal trading activity in order to settle liabilities in the due course of business and will maintain compliance with covenants with a $55m borrowing facility entered into on 7 April 2023 which is due for repayment in quarterly instalments commencing on 31 March 2025.
Group management has performed sensitivity analysis on these forecasts which show that if growth, which is forecast by the Group’s acquired agencies, were not achieved in the timeframe which is expected the Group would continue to maintain compliance with its borrowing covenants.
The directors of the company have received a letter of support from the controlling entity, Together Group Holdings Plc, which confirms that it will provide financial support to the company for a period of at least twelve months from the date of approval of the financial statements if it were necessary.
Accordingly, the directors have prepared the financial statements on the going concern basis, notwithstanding the fact that the company has a deficiency on total equity at the end of the year, having assessed that the Group and the company has a reasonable expectation of continuing to settle liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Acquisition related expenses are expensed to the income statement. Contingent consideration arrangements in respect of investments in subsidiary undertakings which are conditional on continuing employment are expensed to the income statement as they are earned.

Page 12

 

HOT POT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  
2.7

Financial instruments

The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Trade and other receivables
Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any subsequent impairment is recognised as an expense in profit or loss. If payment is due after more than one year or if there is any other indication of a financing transaction, trade and other receivables are recorded initially at fair value less attributable transaction costs. In this situation, fair value is equal to the amount expected to be received, discounted at a market related interest rate.
All trade and other receivables are subsequently measured at amortised cost, net of impairment.
Impairment and write-offs
The company makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for all trade receivables. 
The company writes off a receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over one year past due, whichever occurs sooner. Financial assets written off are still subject to enforcement activities. Any recoveries made are recognised in profit or loss.
Financial liabilities
Trade and other payables
Trade and other payables are initially recognised at fair value less attributable transaction costs. They are subsequently measured at amortised cost.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

Page 13

 

HOT POT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.8

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from temporary differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These temporary differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all temporary differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


3.


Auditor's remuneration


The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.


4.


Employees

The average monthly number of employees, including the director, during the period was as follows:


        2022
            No.






Directors
1

The director is remunerated through fellow group undertakings and their remuneration for the year ended 31 December 2022 is included in the financial statements of the controlling undertaking, Together Group Holdings Plc.

Page 14

 

HOT POT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

5.


Interest payable and similar expenses

2022
£


Other loan interest payable
36,828

Loans from group undertakings
104,216

141,044


6.


Taxation


2022
£



Total current tax
-

Deferred tax

Total deferred tax
-


Tax on (loss)/profit
-

Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

2022
£


(Loss)/profit on ordinary activities before tax
(141,081)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
(26,805)

Effects of:


Unrelieved tax losses carried forward
2,301

Group relief
24,504

Total tax charge for the period
-


Factors that may affect future tax charges

Page 15

 

HOT POT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
 
6.Taxation (continued)

In the Spring Budget 2021 on 3 March 2021, the Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. This law was substantively enacted on 24 May 2021. 
The company has estimated losses of £12,000 available for carry forward against future profits.
There is a potential deferred tax asset of approximately £3,000 which has not been recognised in the financial statements due to the uncertainty concerning the timescale as to its recoverability.


7.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


Additions
2,115,126



At 31 December 2022
2,115,126





Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Hot Pot Digital Limited
Seventh Floor, 1 Kingsway, London, WC2B 6XD
Ordinary
100%
Hot Pot Digital Limited (Beijing)
De1-08, 8th Floor, Building B, No. 18 Xiaguang Li, North East Third Ring road, Chaoyang District, Beijing, China
Ordinary
100%

Page 16

 

HOT POT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

8.
 

Business combinations

Acquisition of Hot Pot Digital Limited and Hot Pot Digital Limited (Beijing)

On 22 November 2021, the company purchased the entire share capital of Hot Pot Digital Limited and Hot Pot Digital Limited (Beijing).

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£
£
£

Fixed Assets

Tangible
6,523
-
6,523

Intangible
-
778,495
778,495

6,523
778,495
785,018

Current Assets

Debtors
659,281
-
659,281

Cash at bank and in hand
55,049
-
55,049

Total Assets
720,853
778,495
1,499,348

Creditors

Due within one year
(557,703)
-
(557,703)

Due after more than one year
(335,764)
-
(335,764)

Deferred taxation
(1,051)
(187,392)
(188,443)

Total Identifiable net (liabilities)/assets
(173,665)
591,103
417,438


Capital contribution
493,743

Goodwill
1,203,945

Total purchase consideration
2,115,126

Consideration

£


Cash
1,107,666

Debt instruments
1,000,000

Directly attributable costs
7,460

Total purchase consideration
2,115,126

Page 17

 

HOT POT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

8.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
1,107,666

Directly attributable costs
7,460

1,115,126

Less: Cash and cash equivalents acquired
(55,049)

Net cash outflow on acquisition
1,060,077


9.


Creditors: Amounts falling due within one year

2022
£

Amounts owed to group undertakings
1,256,206

1,256,206


Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.


10.


Creditors: Amounts falling due after more than one year

2022
£

Amounts owed to group undertakings
1,000,000

1,000,000


Page 18

 

HOT POT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

11.


Share capital

2022
£
Allotted, called up and fully paid


1 Allotted, called up and fully paid share of £1.00
1


There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
On incorporation, the company issued 1 ordinary share of £1 at par, in order to establish the capital structure of the company.


12.


Related party transactions

As permitted by FRS 101, the company has taken advantage of the exemption contained within IAS 24 Related Party Disclosures to not disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.


13.


Controlling party

The immediate parent undertaking is TGHB2 Limited.
The ultimate parent undertaking is Together Group Holdings Plc, which is the parent undertaking of the smallest group of undertakings for which group financial statements are prepared, whose registered office is at North Suite, Third Floor, 32/34 Great Marlborough Street, London, W1F 7JB. Copies of the group financial statements are available to the public from Companies House, Crown Way, Cardiff, CF14 3UZ. 
There is no controlling party.

 
Page 19