REGISTERED NUMBER: 04958686 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
FOR |
TINDLE PRESS HOLDINGS LIMITED |
REGISTERED NUMBER: 04958686 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
FOR |
TINDLE PRESS HOLDINGS LIMITED |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 5 |
Report of the Independent Auditors | 7 |
Consolidated Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Financial Statements | 18 |
TINDLE PRESS HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
30 - 34 North Street |
Hailsham |
East Sussex |
BN27 1DW |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
The directors present their strategic report of the company and the group for the year ended 31 March 2023. |
FAIR REVIEW OF THE BUSINESS |
The group's aim is to maintain its position as a market-leading independent local newspaper and digital publisher and local commercial radio broadcaster. Fundamental to this is our plan to sustain true local journalism within the communities that we serve. |
Recognising the principal challenges facing the group and in particular the now well-established lifestyle changes impacting newspaper copy sales, an evolving strategy is in place to grow complementary revenue streams from existing and new products and services. |
The strategy is founded in our belief that there is a desire for locally provided unique, high quality and trusted local content published across multiple platforms. Our assets remain quality local newspapers and websites in Surrey, Southwest, West Country, Wales and the Isle of Man, commercial radio stations in Jersey, Guernsey and the Republic of Ireland and the radio DAB+ Multiplex for the Channel Islands. There is a mirroring property portfolio in each of these regions and Essex. |
The group took the opportunity during the period to diversify its business with the acquisition of the Radio DAB+ Multiplex for the Channel Islands and to strengthen its position in a few local publishing markets by adding to its existing portfolio the trade and assets of the Woking News & Mail (Surrey), Voice Series (Southwest) and Gef the Mongoose website (Isle of Man). |
The group monitors performance using the following KPI's: |
Group Consolidated results | 2023 | 2022 |
Return on Capital Employed | 4% | 4% |
Operating profit margin | 11% | 10.5% |
The events of 2022/23 presented a volatile trading environment for businesses in the UK, and indeed globally, due to a combination of global factors, including the war in Ukraine, the after-effects of the Covid-19 pandemic, energy price inflation, the cost-of-living crisis, and the interest rates rises to try and curb inflation. All these factors impacted on our financial performance, in particular a slowdown in advertising demand and significant cost rises in the supply chain which we were in part able to mitigate by putting measures in place to sustain the future of the business. |
Despite these substantial challenges, the Directors made progress against our strategy which has resulted in an overall 52 week like-for-like group revenue growth of 9% to £15.6 million to generate a group profit before tax of £1,736,555. |
The Directors continue to closely monitor the commercial impact of the wider local news publishing sector and remain confident in the company's ability to adapt to these challenges. |
The Tindle family remain committed to the values and culture of the Company and its objective of remaining a truly local independent publisher across multiple platforms. |
Financial instruments |
The group's principal financial instruments are amounts receivable from customers, cash and bank balances and amounts payable to suppliers. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
PRINCIPAL RISKS AND UNCERTAINTIES |
Credit and cash flow risk |
The group places its emphasis on good credit management in its mitigation of these risks. The group's credit risk is primarily attributable to its trade debtors. There is no significant concentration of credit risk with any one customer. The amounts presented in the balance sheet for trade debtors are net of appropriate allowances for doubtful debts. |
Interest rate risk |
The group does not have significant borrowings. The risk of interest rate rises is not considered likely to have a material effect on the Group's financial position. |
Liquidity risk |
Due to the availability of cash on the balance sheet and strong operating cash flows, the group does not consider there is significant exposure to liquidity risk. |
Foreign currency risk |
The group has one overseas subsidiary in the Republic of Ireland. In structuring the ownership and funding of this subsidiary, the group has minimised its foreign currency fluctuation exposure. The exposure that remains is not significant to warrant the use of other measures to control this risk. |
SECTION 172(1) STATEMENT- CORPORATE GOVERNANCE |
The Board of Directors believe that they have acted in the way they consider to be both in good faith and would be most likely to promote the success of the group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 March 2023; and in so having regard, amongst other matters to; |
(a) | the likely consequences of any decision in the long term, |
(b) | the interests of the group's employees |
(c) | the need to foster the group's business relationships with suppliers, customers, regulatory authorities and others, |
(d) | the impact of the group's operations on the community and the environment, |
(e) | the desirability of the group maintaining a reputation for high standards of business conduct, and |
(f) | the need to act fairly as between members of the group. |
The Board operates a plan based around achieving our long-term goal of being regarded as a leading local newspaper & website publisher and local radio broadcaster. |
The Directors recognise their overall responsibility for the above matters and empower the senior management team to take decisions that are consistent with the long-term objectives of the group. |
The senior management team understands the importance of engaging with all its stakeholders and regularly discusses issues concerning employees, customers, suppliers, community, environment, regulators and shareholders which inform its decision making processes. |
Inherently, there is an inter-dependency on the success of the company and the success of its stakeholders. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
Employees |
Our employees remain fundamental to the achievement of our business plan; we aim to be a responsible employer in our approach to pay and benefits. |
Customers |
We continue to engage closely with our customers. Our aim is ensure that our customers' needs are met and in particular our offerings meet their standards and specifications. |
Suppliers |
We value the supplier base as partners; our aim is to develop and enter into strong, stable working relationships with them. We seek to be fair and transparent in our dealings with suppliers and we ensure that we honour our arrangements with them. |
Environment and community |
The Board takes sustainability and environmental responsibility very seriously. The group encourages diversity and inclusion of employees of all backgrounds. |
Governance and regulation |
The Board's intention is to behave responsibly and to ensure that the management team operates the business in a responsible manner, acting with the high standards of business conduct and good governance expected of a business of our nature and size and in full alignment with the rules and regulations. In doing so, we believe we will achieve our long-term business strategy together with further developing our reputation in our sector. |
Members |
The Board has a close working relationship with the shareholders and seeks to treat them fairly and equally, in order that they too benefit from the company achieving its long term business strategy. |
The Board seeks to provide information relevant to the shareholders, including regular operational and financial information to illustrate the performance and position of the company and the group. |
ON BEHALF OF THE BOARD: |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of publishers of weekly newspapers & websites, radio broadcasters and radio DAB+ multiplex operator. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 March 2023 (2022: £nil). |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2023 |
AUDITORS |
The auditors, Watson Associates (Audit Services) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TINDLE PRESS HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of Tindle Press Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 March 2023 and of the group's 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. |
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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 |
TINDLE PRESS HOLDINGS LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company 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 five, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
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, 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: |
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to employment laws and we considered the extent to which non-compliance might have a material effect on the financial statements. |
We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to achieve desired financial results and the manipulation of exceptional items and management bias in accounting estimates. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TINDLE PRESS HOLDINGS LIMITED |
Audit procedures performed by the engagement team included: |
- enquiries with management, including consideration of known or suspected instances of fraud and non-compliance with laws and regulations and examining supporting calculations where a provision has been made in respect of these; |
- reading key correspondence with regulatory authorities in relation to compliance with certain employment laws; |
- understanding and evaluating the design and implementation of management's controls designed to prevent and detect irregularities; |
- challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to valuation of investment property, impairment of investments in subsidiaries and the measurement and classification of exceptional items; |
- identifying and testing journal entries, in particular any journal entries posted with unusual account combinations and postings by unusual users. |
There are inherent limitations in the audit procedures described above 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. Also, 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. |
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. |
for and on behalf of |
Statutory Auditor |
30 - 34 North Street |
Hailsham |
East Sussex |
BN27 1DW |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 4 | 15,622,820 | 14,583,357 |
Cost of sales | (7,126,821 | ) | (6,316,333 | ) |
GROSS PROFIT | 8,495,999 | 8,267,024 |
Distribution costs | (1,005,404 | ) | (1,144,605 | ) |
Administrative expenses | (6,203,711 | ) | (6,273,723 | ) |
1,286,884 | 848,696 |
Other operating income | 398,348 | 673,709 |
OPERATING PROFIT | 6 | 1,685,232 | 1,522,405 |
Interest receivable and similar income | 65,923 | 6,368 |
Other finance income | 22 | - | 11,000 |
1,751,155 | 1,539,773 |
Interest payable and similar expenses | 7 | (14,600 | ) | (29,630 | ) |
PROFIT BEFORE TAXATION | 1,736,555 | 1,510,143 |
Tax on profit | 8 | (100,135 | ) | (89,168 | ) |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 1,636,420 | 1,420,975 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 1,636,420 | 1,420,975 |
OTHER COMPREHENSIVE INCOME |
Actuarial (loss)/gain on defined benefit |
scheme | - | 1,586,000 |
Reversal of defined benefit scheme |
gain per actuarial report | (35,000 | ) | (1,586,000 | ) |
Reversal of defined benefit scheme |
asset held by the group | - | (1,367,544 | ) |
Reversal of prior year income tax asset |
on defined benefit scheme | - | (49,990 | ) |
Revaluation of property | - | 4,317,729 |
Foreign exchange variance | 216,679 | (46,179 | ) |
Income tax relating to components of other comprehensive income |
(42,493 |
) |
(131,602 |
) |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
139,186 |
2,722,414 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,775,606 |
4,143,389 |
Total comprehensive income attributable to: |
Owners of the parent | 1,775,606 | 4,143,389 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
CONSOLIDATED BALANCE SHEET |
31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 6,131,906 | 4,271,414 |
Tangible assets | 11 | 12,359,344 | 10,819,458 |
Investments | 12 |
Interest in associate | - | 1 |
Other investments | - | 3 |
18,491,250 | 15,090,876 |
CURRENT ASSETS |
Debtors | 13 | 4,216,439 | 4,044,216 |
Investments | 14 | 199,990 | 1,952 |
Cash at bank and in hand | 19,108,303 | 21,443,252 |
23,524,732 | 25,489,420 |
CREDITORS |
Amounts falling due within one year | 15 | (2,930,116 | ) | (3,336,708 | ) |
NET CURRENT ASSETS | 20,594,616 | 22,152,712 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
39,085,866 |
37,243,588 |
CREDITORS |
Amounts falling due after more than one year |
16 |
(200,000 |
) |
(200,000 |
) |
PROVISIONS FOR LIABILITIES | 19 | (237,768 | ) | (171,096 | ) |
NET ASSETS | 38,648,098 | 36,872,492 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 18,003 | 18,003 |
Revaluation reserve | 21 | 4,143,634 | 4,186,127 |
Foreign exchange reserve | 21 | 170,500 | (46,179 | ) |
Retained earnings | 21 | 34,315,961 | 32,714,541 |
SHAREHOLDERS' FUNDS | 38,648,098 | 36,872,492 |
The financial statements were approved by the Board of Directors and authorised for issue on 22 November 2023 and were signed on its behalf by: |
O C Tindle - Director |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
COMPANY BALANCE SHEET |
31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 13 |
Investments | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
16 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
NET ASSETS/(LIABILITIES) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Revaluation reserve | 21 |
Retained earnings | 21 | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
Company's profit/(loss) for the financial year |
2,085,322 |
(4,096,130 |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2023 |
Called up | Foreign |
share | Retained | Revaluation | exchange | Total |
capital | earnings | reserve | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 April 2021 | 18,003 | 32,711,100 | - | - | 32,729,103 |
Changes in equity |
Total comprehensive income | - | 3,441 | 4,186,127 | (46,179 | ) | 4,143,389 |
Balance at 31 March 2022 | 18,003 | 32,714,541 | 4,186,127 | (46,179 | ) | 36,872,492 |
Changes in equity |
Total comprehensive income | - | 1,601,420 | (42,493 | ) | 216,679 | 1,775,606 |
Balance at 31 March 2023 | 18,003 | 34,315,961 | 4,143,634 | 170,500 | 38,648,098 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2023 |
Called up |
share | Retained | Revaluation | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 April 2021 |
Changes in equity |
Total comprehensive loss | - | ( |
) | ( |
) |
Balance at 31 March 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) |
Balance at 31 March 2023 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 1,918,930 | 922,338 |
Interest paid | (14,600 | ) | (29,630 | ) |
Tax paid | (30,009 | ) | (70,723 | ) |
Taxation refund | - | 95,653 |
Net cash from operating activities | 1,874,321 | 917,638 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (203,001 | ) | (62,000 | ) |
Purchase of tangible fixed assets | (1,694,492 | ) | (1,088,824 | ) |
Sale of tangible fixed assets | 625 | 684,143 |
Sale of fixed asset investments | - | 54,099 |
Acquisition of subsidiary undertakings | (1,989,688 | ) | - |
Purchase of investments | (199,990 | ) | - |
Cash acquired on acquisition | 128,699 | - |
Interest received | 65,923 | 17,368 |
Net cash from investing activities | (3,891,924 | ) | (395,214 | ) |
Cash flows from financing activities |
Amount introduced by directors | 72,000 | 485,000 |
Amount withdrawn by directors | (381,290 | ) | (69,390 | ) |
Government grants | - | 255,307 |
Net cash from financing activities | (309,290 | ) | 670,917 |
(Decrease)/increase in cash and cash equivalents | (2,326,893 | ) | 1,193,341 |
Cash and cash equivalents at beginning of year |
2 |
21,435,196 |
20,241,855 |
Cash and cash equivalents at end of year |
2 |
19,108,303 |
21,435,196 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Profit before taxation | 1,736,555 | 1,510,143 |
Profit on disposal of fixed assets | (2,096 | ) | (521,964 | ) |
Loss on revaluation of fixed assets | - | 449,430 |
Amortisation and depreciation charges | 591,234 | 819,616 |
Pension scheme movement | (35,000 | ) | (1,620,000 | ) |
Exchange reserve movement | 69,196 | - |
Government grants | - | (255,307 | ) |
Finance costs | 14,600 | 29,630 |
Finance income | (65,923 | ) | (17,368 | ) |
2,308,566 | 394,180 |
Increase in trade and other debtors | (137,051 | ) | (212,584 | ) |
(Decrease)/increase in trade and other creditors | (252,585 | ) | 740,742 |
Cash generated from operations | 1,918,930 | 922,338 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
31.3.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 19,108,303 | 21,443,252 |
Bank overdrafts | - | (8,056 | ) |
19,108,303 | 21,435,196 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
Other |
Cash at | non-cash |
At 1.4.22 | Cash flow | acquisition | changes | At 31.3.23 |
£ | £ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 21,443,252 | (2,463,648 | ) | 128,699 | 19,108,303 |
Bank overdrafts | (8,056 | ) | 8,056 | - | - |
21,435,196 | (2,455,592 | ) | 128,699 | 19,108,303 |
Liquid resources |
Current asset |
investments | 1,952 | 199,990 | - | (1,952 | ) | 199,990 |
1,952 | 199,990 | - | (1,952 | ) | 199,990 |
Total | 21,437,148 | (2,255,602 | ) | 128,699 | (1,952 | ) | 19,308,293 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
1. | STATUTORY INFORMATION |
Tindle Press Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 March 2021 under the requirements of FRS 102 Business Combinations. |
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements. |
All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the group’s interest in the entity . |
Business combinations |
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured as the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition related costs are recognised in the Income Statement as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3, including publishing titles and broadcasting rights, are recognised at their fair value at the acquisition date. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover includes revenue earned from newspaper publishing and radio broadcast sources and is comprised mainly of advertising and, in the case of publishing, circulation revenue. The turnover from the sale of advertising and circulation are recognised when the significant risks and rewards of ownership have transferred to the buyer, that is when the output from the group is available to the public. |
Goodwill |
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values of the identifiable net assets, liabilities and contingent liabilities acquired. Goodwill is amortised through the income statement in equal instalments over the estimated useful life of the asset. |
Goodwill in relation to publishing companies is amortised over its estimated useful life of 10 years. |
Goodwill in relation to broadcasting companies is amortised over its estimated useful life of 20 years. |
Goodwill in relation to radio DAB+ multiplex is amortised in line with its associated Ofcom Licence. |
Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. Reversals of impairment are recognised when the reasons for the impairment no longer apply. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
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. |
Publishing rights are being amortised evenly over their estimated useful life of 10 years. |
Broadcasting rights are being amortised evenly over their estimated useful life of 20 years. |
Software and development costs are being amortised evenly over their estimated useful life of 5 years. |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land and investment properties, at rates calculated to write off the cost or valuation of each asset to its estimated residual value on a straight line basis over its expected useful life, as follows:- |
Land and buildings | 1%; 1.25%-8.33% & 10% on cost |
Long leasehold | Over term of lease |
Plant and machinery | 12.5% & 20% on cost |
Fixtures and fittings | 20% & 25% on cost |
Motor vehicles | 20% & 25% on cost |
Computer equipment | 33.33% on cost |
Residual value is calculated on prices prevailing at the reporting date, after estimated costs of disposal, for the asset as if it were at the age and in the condition expected at the end of its useful life. |
Land and buildings were valued using the revaluation model. |
Investments in associates |
Investments in associate undertakings are recognised at cost. |
Financial instruments |
The company and the group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, and loans to related parties. |
Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received; other debt instruments are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss. |
Financial assets and liabilities are offset and the net amount reported in the balance sheet only when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
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 year 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. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
The trading results of group undertakings are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings, including intangible assets and fair value adjustments arising on acquisition, are translated at the exchange rates ruling at the year end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in the consolidated statement of comprehensive income. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. |
The group operated two separate defined benefit pension schemes until November 2019 when these were merged , both of which required contributions to be made to separately administered funds. Both schemes were closed to new members in March 2002 from which time membership of defined contribution plans are available. |
The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice. |
The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise. |
The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost. |
Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme. |
Provisions |
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. |
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value , the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The group tests the carrying value of publishing rights for impairment at each reporting date or more frequently if there are indications of impairment. At the balance sheet date, a review was undertaken on a value in use basis, assessing whether the carrying value of intangible assets were supported by the net present value of future cash flows derived from those assets, using cash flow projections to extrapolate future sustainable profits or title values based on revenue in cases where profits are uncertain. The group considers each subsidiary to be a separate income generating unit for the purpose of this review. |
The key assumptions used in the value in use calculations are those regarding the discount rate and growth rates. The discount rate used at the period end reporting date was 6%, based on the group's assessment of its weighted average cost of capital. The cash flow forecasts reflect both past experience of the performance of each asset and projections of future performance over the next four years. |
The post-employment benefit schemes expose the group to a number of risks where assumptions have been made: |
Investment risk: the schemes hold investments in asset classes, such as equities, which are more volatile than fixed interest or bond markets and, although these assets are expected to provide higher real returns over the long-term, the short-term volatility can cause additional funding to be required if deficits emerge; |
Interest rate risk: the schemes' liabilities are assessed using market yields on high quality bonds to discount the liabilities: as the schemes hold some equities the value of the assets and liabilities may not move in the same way; |
Inflation risk: a significant proportion of the liabilities are linked to inflation and, although some of the assets are expected to be a good hedge against inflation over the long-term, movements in inflation in the short term could lead to deficits emerging; and |
Mortality risk: scheme members may live longer than assumed, which will increase the liabilities. |
No other significant judgements have had to be made by management in preparing these financial statements. |
There were no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
4. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2023 | 2022 |
£ | £ |
United Kingdom | 13,354,230 | 12,806,817 |
Europe | 2,268,590 | 1,776,540 |
15,622,820 | 14,583,357 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
5. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 5,710,795 | 5,230,778 |
Social security costs | 507,473 | 436,083 |
Other pension costs | 150,140 | 166,932 |
6,368,408 | 5,833,793 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Administration | 47 | 40 |
Editorial, production and sales | 180 | 160 |
Distribution | 6 | 4 |
2023 | 2022 |
£ | £ |
Directors' remuneration | 80,666 | 68,238 |
6. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Plant and vehicle leasing | 10,360 | 24,517 |
Other operating leases | 98,962 | 249,798 |
Depreciation - owned assets | 321,001 | 252,361 |
Profit on disposal of fixed assets | (2,096 | ) | (521,964 | ) |
Goodwill amortisation | 226,154 | 499,863 |
Publishing and broadcasting rights amortisation | 18,657 | 46,517 |
Computer software amortisation | 25,422 | 20,874 |
Audit fees | 104,746 | 99,195 |
Foreign exchange differences | 50,601 | 91,751 |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Interest payable | - | 15,230 |
Other interest | 200 | - |
Preference share dividends | 14,400 | 14,400 |
14,600 | 29,630 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
Foreign tax charge | 79,871 | 49,705 |
Prior period adjustment UK tax | - | 18 |
Total current tax | 79,871 | 49,723 |
Deferred tax | 20,264 | 39,445 |
Tax on profit | 100,135 | 89,168 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before tax | 1,736,555 | 1,510,143 |
Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2022 - 19 %) |
329,945 |
286,927 |
Effects of: |
Expenses not deductible for tax purposes | 13,822 | 331 |
Income not taxable for tax purposes | (378,567 | ) | (927,582 | ) |
Depreciation in excess of capital allowances | 55,001 | 86,720 |
Utilisation of tax losses | (59,550 | ) | (46,402 | ) |
Adjustments to tax charge in respect of previous periods | - | 18 |
Profit/loss on disposal | (237 | ) | (96,741 | ) |
Losses c/fwd | 39,586 | 696,698 |
Foreign Tax charge | 79,871 | 49,705 |
Deferred Tax credit on foreign investment property | - | (9,858 | ) |
Deferred Tax charge on investment property | 12,042 | 38,134 |
Current year deferred tax charge for capital allowances | 8,222 | 11,218 |
Total tax charge | 100,135 | 89,168 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
8. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
2023 |
Gross | Tax | Net |
£ | £ | £ |
Actuarial (loss)/gain on defined benefit |
scheme |
Reversal of defined benefit scheme |
gain per actuarial report | (35,000 | ) | - | (35,000 | ) |
Reversal of defined benefit scheme |
asset held by the group |
Reversal of prior year income tax asset |
on defined benefit scheme |
Revaluation of property | - | (42,493 | ) | (42,493 | ) |
Foreign exchange variance | 216,679 | - | 216,679 |
181,679 | (42,493 | ) | 139,186 |
2022 |
Gross | Tax | Net |
£ | £ | £ |
Actuarial (loss)/gain on defined benefit |
scheme | 1,586,000 | (788,376 | ) | 797,624 |
Reversal of defined benefit scheme |
gain per actuarial report | (1,586,000 | ) | 788,376 | (797,624 | ) |
Reversal of defined benefit scheme |
asset held by the company | (1,367,544 | ) | - | (1,367,544 | ) |
Reversal of prior year income tax asset |
on defined benefit scheme | (49,990 | ) | - | (49,990 | ) |
Revaluation of property | 4,317,729 | (131,602 | ) | 4,186,127 |
Foreign exchange variance | (46,179 | ) | - | (46,179 | ) |
2,854,016 | (131,602 | ) | 2,722,414 |
9. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Publishing |
and |
broadcasting | Computer |
Goodwill | rights | software | Totals |
£ | £ | £ | £ |
COST |
At 1 April 2022 | 10,376,176 | 22,811,354 | 152,986 | 33,340,516 |
Additions | 1,926,960 | 203,001 | - | 2,129,961 |
Disposals | (2,495,309 | ) | (21,145,431 | ) | - | (23,640,740 | ) |
Exchange differences | - | 4,262 | - | 4,262 |
At 31 March 2023 | 9,807,827 | 1,873,186 | 152,986 | 11,833,999 |
AMORTISATION |
At 1 April 2022 | 6,222,478 | 22,784,499 | 62,125 | 29,069,102 |
Amortisation for year | 226,154 | 18,657 | 25,422 | 270,233 |
Eliminated on disposal | (2,495,899 | ) | (21,145,431 | ) | - | (23,641,330 | ) |
Exchange differences | - | 4,088 | - | 4,088 |
At 31 March 2023 | 3,952,733 | 1,661,813 | 87,547 | 5,702,093 |
NET BOOK VALUE |
At 31 March 2023 | 5,855,094 | 211,373 | 65,439 | 6,131,906 |
At 31 March 2022 | 4,153,698 | 26,855 | 90,861 | 4,271,414 |
11. | TANGIBLE FIXED ASSETS |
Group |
Freehold | Short | Long |
property | leasehold | leasehold | Buildings |
£ | £ | £ | £ |
COST OR VALUATION |
At 1 April 2022 | 10,276,049 | 33,921 | 223,514 | 268,161 |
Additions | 1,555,591 | - | - | - |
Disposals | - | - | - | - |
Acquired on acquisition | - | - | - | - |
Exchange differences | 18,393 | - | - | 9,933 |
Reclassification | - | - | - | (2,985 | ) |
At 31 March 2023 | 11,850,033 | 33,921 | 223,514 | 275,109 |
DEPRECIATION |
At 1 April 2022 | - | 33,921 | 18,513 | 214,079 |
Charge for year | 143,358 | - | 2,563 | 27,056 |
Eliminated on disposal | - | - | - | - |
Exchange differences | - | - | - | 8,204 |
Reclassification | - | - | - | (13,156 | ) |
At 31 March 2023 | 143,358 | 33,921 | 21,076 | 236,183 |
NET BOOK VALUE |
At 31 March 2023 | 11,706,675 | - | 202,438 | 38,926 |
At 31 March 2022 | 10,276,049 | - | 205,001 | 54,082 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixtures |
Plant and | and | Motor | Computer |
machinery | fittings | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
COST OR VALUATION |
At 1 April 2022 | 496,197 | 1,135,278 | 115,862 | 73,063 | 12,622,045 |
Additions | 120,117 | 18,784 | - | - | 1,694,492 |
Disposals | (104,484 | ) | - | - | - | (104,484 | ) |
Acquired on acquisition | 16,616 | - | - | - | 16,616 |
Exchange differences | 14,197 | 18,346 | 2,122 | - | 62,991 |
Reclassification | 778,852 | (808,667 | ) | 120,520 | 52,866 | 140,586 |
At 31 March 2023 | 1,321,495 | 363,741 | 238,504 | 125,929 | 14,432,246 |
DEPRECIATION |
At 1 April 2022 | 433,455 | 970,694 | 59,294 | 72,631 | 1,802,587 |
Charge for year | 85,964 | 28,740 | 32,601 | 719 | 321,001 |
Eliminated on disposal | (107,317 | ) | - | - | - | (107,317 | ) |
Exchange differences | 13,291 | 17,473 | 790 | - | 39,758 |
Reclassification | 643,051 | (787,078 | ) | 122,374 | 51,682 | 16,873 |
At 31 March 2023 | 1,068,444 | 229,829 | 215,059 | 125,032 | 2,072,902 |
NET BOOK VALUE |
At 31 March 2023 | 253,051 | 133,912 | 23,445 | 897 | 12,359,344 |
At 31 March 2022 | 62,742 | 164,584 | 56,568 | 432 | 10,819,458 |
Cost or valuation at 31 March 2023 is represented by: |
Freehold | Short | Long |
property | leasehold | leasehold | Buildings |
£ | £ | £ | £ |
Valuation in 2022 | 2,396,221 | - | (216,891 | ) | - |
Cost | 9,453,812 | 33,921 | 440,405 | 275,109 |
11,850,033 | 33,921 | 223,514 | 275,109 |
Fixtures |
Plant and | and | Motor | Computer |
machinery | fittings | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
Valuation in 2022 | - | - | - | - | 2,179,330 |
Cost | 1,321,495 | 363,741 | 238,504 | 125,929 | 12,252,916 |
1,321,495 | 363,741 | 238,504 | 125,929 | 14,432,246 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | TANGIBLE FIXED ASSETS - continued |
Group |
If land, buildings and leasehold had not been revalued they would have been included at the following historical cost: |
2023 | 2022 |
£ | £ |
Cost | 9,978,387 | 8,401,563 |
Aggregate depreciation | (2,055,593 | ) | (1,892,409 | ) |
Land, buildings and leasehold were valued on an open market basis on 16 April 2022 by predominantly Wilks Head & Eve LLP . |
Company |
Fixtures |
Freehold | and |
property | fittings | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 April 2022 |
Additions |
At 31 March 2023 |
DEPRECIATION |
Charge for year |
At 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
Cost or valuation at 31 March 2023 is represented by: |
Fixtures |
Freehold | and |
property | fittings | Totals |
£ | £ | £ |
Valuation in 2022 | 195,751 | - | 195,751 |
Cost | 3,414,324 | 4,025 | 3,418,349 |
3,610,075 | 4,025 | 3,614,100 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | TANGIBLE FIXED ASSETS - continued |
Company |
If land and buildings had not been revalued they would have been included at the following historical cost: |
2023 | 2022 |
£ | £ |
Cost | 3,414,325 | 1,889,249 |
Aggregate depreciation | 59,150 | 18,268 |
Value of land in freehold land and buildings | 3,355,175 | 1,870,981 |
Freehold properties were valued on an open market basis on 16 April 2022 by Wilks Head & Eve LLP . |
12. | FIXED ASSET INVESTMENTS |
Group |
Interest |
in | Unlisted |
associate | investments | Totals |
£ | £ | £ |
COST |
At 1 April 2022 | 1 | 3 | 4 |
Disposals | (1 | ) | (3 | ) | (4 | ) |
At 31 March 2023 | - | - | - |
NET BOOK VALUE |
At 31 March 2023 | - | - | - |
At 31 March 2022 | 1 | 3 | 4 |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 April 2022 |
and 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
12. | FIXED ASSET INVESTMENTS - continued |
Details of the company's subsidiaries at 31 March 2023 are as follows: |
Holding |
Shares held |
Status / Activity |
Incorporated in England and Wales |
Counties and Capital Newspapers Limited | Ordinary | 100% | Sub-holding company |
Tindle CI Broadcasting Limited | Ordinary | 100% | Sub-holding company |
Tindle Newspapers Limited | Ordinary | 100% | Sub-holding company |
Tindle Newspapers Cornwall Limited | Ordinary | 100% | Newspaper publishers |
Tindle Newspapers Devon Limited | Ordinary | 100% | Newspaper publishers |
Tindle Newspapers Essex & Kent Limited | Ordinary | 100% | Newspaper publishers |
Tindle Newspapers Surrey & Hampshire Limited | Ordinary | 100% | Newspaper publishers |
Tindle Newspapers Wales and The Borders Limited | Ordinary | 100% | Newspaper publishers |
Tindle Newspapers West Country Limited | Ordinary | 100% | Newspaper publishers |
Bailiwick Broadcasting Limited |
Ordinary |
100% |
DAB Multiplex Operator |
Abergavenny Chronicle Limited | Ordinary | 100% | Dormant |
Brecon and Radnor Express and Powys County Times Limited |
Ordinary |
100% |
Dormant |
*Cambrian News Limited | Ordinary | 100% | Dormant |
Cornish & Devon Post Limited | Ordinary | 100% | Dormant |
*Crediton Country Courier Limited | Ordinary | 100% | Dormant |
*Dawlish Newspapers Limited | Ordinary | 100% | Dormant |
*Forester Newspapers Limited | Ordinary | 100% | Dormant |
*Leigh Times Series Limited | Ordinary | 100% | Dormant |
*Meon Valley News Limited | Ordinary | 100% | Dormant |
*Monmouthshire Beacon Co, Limited | Ordinary | 100% | Dormant |
*Petersfield Post Limited | Ordinary | 100% | Dormant |
*Review and Forester Newspaper Limited | Ordinary | 100% | Dormant |
*Ross Gazzette Limited | Ordinary | 100% | Dormant |
*South Hams Newspaper Limited | Ordinary | 100% | Dormant |
*Tavistock Newspapers Limited | Ordinary | 100% | Dormant |
Tenby Observer Limited | Ordinary | 100% | Dormant |
*Valley Community News Limited | Ordinary | 100% | Dormant |
Wellington Weekly News Limited | Ordinary | 100% | Dormant |
West Somerset Free Press Limited | Ordinary | 100% | Dormant |
Incorporated in Isle of Man |
Isle of Man Newspapers Limited | Ordinary | 100% | Newspaper publishers |
Incorporated in Channel Islands |
Channel Radio Limited | Ordinary | 100% | Radio broadcasting |
Island FM Limited | Ordinary | 100% | Radio broadcasting |
Incorporated in Ireland |
Midland Community Radio Services Limited | Ordinary | 100% | Radio broadcasting |
All investments in subsidiaries are held directly or indirectly through one of three sub-holding companies. |
*-Dissolved post year end, and the remaining dormant companies are in the process of being dissolved. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
13. | DEBTORS |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 2,011,117 | 1,760,296 |
Amounts owed by group undertakings | - | - |
Other debtors | 1,512,064 | 1,521,683 |
Tax | 27 | 27 |
VAT | - | - |
Accrued income | 5,970 | - |
Prepayments | 664,420 | 716,634 |
4,193,598 | 3,998,640 |
Amounts falling due after more than one | year: |
Other debtors | 22,841 | 45,576 |
Aggregate amounts | 4,216,439 | 4,044,216 |
14. | CURRENT ASSET INVESTMENTS |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Listed investments | - | 1,952 | - | 1 |
Unlisted investments | 199,990 | - | - | - |
199,990 | 1,952 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 17) | - | 8,056 |
Trade creditors | 412,530 | 585,005 |
Amounts owed to group undertakings | - | - |
Corporation tax | 37,677 | - |
Social security and other taxes | 184,742 | 142,003 |
VAT | 322,709 | 228,249 | 700 | - |
Other creditors | 281,457 | 452,989 |
Deposits | 38,751 | - | - | - |
Directors' current accounts | 319,897 | 629,187 | - | 455,000 |
Deferred income | 43,162 | - |
Accrued expenses | 1,289,191 | 1,291,219 |
2,930,116 | 3,336,708 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Preference shares | 200,000 | 200,000 |
17. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | - | 8,056 |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year | 14,376 | 47,283 |
Between one and five years | 1,734 | 31,615 |
16,110 | 78,898 |
19. | PROVISIONS FOR LIABILITIES |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Deferred tax | 237,768 | 171,096 | 49,872 | 37,193 |
Group |
Deferred |
tax |
£ |
Balance at 1 April 2022 | 171,096 |
Revalued properties | 42,493 |
Revalued investment properties | 12,042 |
Accelerated capital allowances | 8,222 |
Deferred tax on acquisition | 4,282 |
Exchange variance | (367 | ) |
Balance at 31 March 2023 | 237,768 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
19. | PROVISIONS FOR LIABILITIES - continued |
Company |
Deferred |
tax |
£ |
Balance at 1 April 2022 |
Revalued properties | 12,679 |
Balance at 31 March 2023 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 18,003 | 18,003 |
21. | RESERVES |
Group |
Foreign |
Retained | Revaluation | exchange |
earnings | reserve | reserve | Totals |
£ | £ | £ | £ |
At 1 April 2022 | 32,714,541 | 4,186,127 | (46,179 | ) | 36,854,489 |
Profit for the year | 1,636,420 | 1,636,420 |
Revaluation of tangible fixed assets |
- |
(42,493 |
) |
- |
(42,493 |
) |
Reversal of defined benefit scheme gain per actuarial report |
(35,000 |
) |
- |
- |
(35,000 |
) |
Exchange movement | - | - | 216,679 | 216,679 |
At 31 March 2023 | 34,315,961 | 4,143,634 | 170,500 | 38,630,095 |
Company |
Retained | Revaluation |
earnings | reserve | Totals |
£ | £ | £ |
At 1 April 2022 | ( |
) | (475,648 | ) |
Profit for the year |
Revaluation of tangible fixed assets |
- |
(12,679 |
) |
(12,679 |
) |
At 31 March 2023 | 1,596,995 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
22. | EMPLOYEE BENEFIT OBLIGATIONS |
Defined contribution scheme |
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. |
Defined benefit scheme |
The company operates a funded pension plan, the Tindle Newspaper Limited Defined Benefit Pension Scheme, providing benefits based on members completed pensionable service and their final pensionable pay. The assets of the Scheme are held in a separate trustee administered fund. The Scheme is closed to new entrants and to future accrual and our current employees earn pension benefits via a Defined Contribution pension scheme. |
In March 2020, the Trustee and the Company agreed to change the sponsoring employers of the Scheme and implement a series of Scheme Apportionment Arrangements and Flexible Apportionment Arrangements. As a result, Tindle Newspapers Limited is now the sole participating employer to the scheme. |
The funding plan is for the Scheme to hold assets equal to the value of the benefits earned by employees, based on projected salaries and a set of assumptions used for funding the Scheme. The funding assumptions differ from the assumptions used to calculate the figures for these accounts, and therefore produce different results. If there is a shortfall against this funding plan, the company and the Trustee agree contributions to meet this deficit over a period. Following Agreement in early 2021 of the actuarial valuation on 31 March 2019, the Company and Trustee agreed a new Schedule of Contributions in August 2021. The Company paid a one-off contribution of £1.5 million to the Scheme in August 2021 to make further progress towards the joint secondary objective of insuring the Scheme's benefits in the short term. |
In addition, the Company agreed to pay monthly deficit contributions of £1,600 for the period from 5 April 2019 until 5 April 2028 in respect of the shortfall in funding of the Brecon and Radnor Express Pension Scheme (which was merged into the Scheme in November 2019) and monthly deficit contributions of £6,083 for the period 1 February 2021 to 1 January 2028 in respect of any shortfall in the funding of the Scheme. Payments totalling £160,000 already made by the Company to April 2021 were offset against the monthly instalments for February 2021 to April 2023. A part payment of £4,250 for April 2023 to make up the differential in the offset of monthly instalments was paid on 31 March 2023 on account of the contractual payment date of 1 April 2023 falling on a Saturday. |
The Company also agreed to pay a monthly contribution of £10,940 to the Scheme from 1 May 2021 to meet the ongoing expenses of administering the scheme. |
Post the Balance Sheet date, the Scheme secured the buy-in of benefits with Just Retirement in May 2023 and has commenced the process to secure all liabilities and start the wind up of the Scheme. |
The results presented in the accounts were determined by an independent qualified actuary in accordance with FRS102, allowing for contributions, benefit payments made, and changes in market conditions. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
22. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
The amounts recognised in profit or loss are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£ | £ |
Current service cost | - | - |
Net interest from net defined benefit asset/liability |
- |
(11,000 |
) |
Past service cost | - | - |
Running costs | 120,000 | 30,000 |
120,000 | 19,000 |
Actual return on plan assets | (4,109,000 | ) | 627,000 |
Changes in the present value of the defined benefit obligation are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£ | £ |
Opening defined benefit obligation | 12,235,000 | 14,001,000 |
Interest cost | 335,000 | 258,000 |
Benefits paid | (532,000 | ) | (796,000 | ) |
Remeasurements: |
Actuarial (gains)/losses from changes in demographic assumptions |
- |
(17,000 |
) |
Actuarial (gains)/losses from changes in financial assumptions |
(3,160,000 |
) |
(1,284,000 |
) |
Experience (gains)/losses | 508,000 | 73,000 |
9,386,000 | 12,235,000 |
Changes in the fair value of scheme assets are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£ | £ |
Opening fair value of scheme assets | 15,188,544 | 13,738,000 |
Running costs | (120,000 | ) | (30,000 | ) |
Contributions by employer | 154,732 | 1,649,544 |
Interest income | 418,000 | 269,000 |
Benefits paid | (532,000 | ) | (796,000 | ) |
Return on plan assets (excluding interest income) |
(4,527,000 |
) |
358,000 |
10,582,276 | 15,188,544 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
22. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
The amounts recognised in other comprehensive income are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£ | £ |
Actuarial (gains)/losses from changes in demographic assumptions |
- |
17,000 |
Actuarial (gains)/losses from changes in financial assumptions |
3,160,000 |
1,284,000 |
Experience (gains)/losses | (508,000 | ) | (73,000 | ) |
Return on plan assets (excluding interest income) |
(4,527,000 |
) |
358,000 |
Change in asset limit other than interest | 1,840,000 | - |
(35,000 | ) | 1,586,000 |
The major categories of scheme assets as amounts of total scheme assets are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£ | £ |
Equities | - | 5,248,000 |
With-profits fund | - | 1,999,000 |
Bonds | 613,000 | 3,638,000 |
Liability driven investments | 4,595,000 | 3,126,000 |
Bank deposits and cash | 5,375,000 | 1,178,000 |
Rounding difference | (724 | ) | (456 | ) |
10,582,276 | 15,188,544 |
Principal actuarial assumptions at the balance sheet date (expressed as weighted averages): |
2023 | 2022 |
Discount rate | 4.80% | 2.80% |
Retail price index (RPI) assumption | 3.40% | 3.70% |
Expected rate of increase of pensions | 2.00% | 2.20% |
Rate of increase in pensions | 2.00% | 2.20% |
Consumer price index (CPI) assumption | 2.80% | 3.10% |
Mortality Assumptions |
Assumed life expectations on retirement at age 65: |
2023 | 2022 |
Retiring today |
-Males | 87 | 87 |
-Females | 89 | 89 |
Retiring in 20 years |
-Males | 89 | 89 |
-Females | 91 | 91 |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
22. | - continued |
The Company's defined benefit scheme recorded a surplus based on the actuarial report prepared in accordance with FRS 102. The Company is not entitled to this asset as the value of the pension asset is limited to the amount that may be recovered either through reduced employer contributions or agreed refunds from the scheme, neither of which are applicable. Therefore, the asset cannot be recognised on the balance sheet and is represented as a £nil value in line with FRS. The reversal of the asset that would have been shown on the Company balance sheet on 31 March 2022 (£2,953,544) was shown as a reduction to other comprehensive income in the prior year. |
2023 | 2022 |
£ | £ |
At 01 April 2022 | 2,953,544 | (263,000 | ) |
Employer contributions | 154,732 | 1,649,544 |
Interest on assets | 418,000 | 269,000 |
Running costs | (120,000 | ) | (30,000 | ) |
Actual return on plan assets less interest | (4,527,000 | ) | 358,000 |
Interest on obligation | (335,000 | ) | (258,000 | ) |
Experience loss | (508,000 | ) | (73,000 | ) |
Changes in financial assumptions | 3,160,000 | 1,284,000 |
Changes in demographic assumptions | - | 17,000 |
At 31 March 2023 | 1,196,276 | 2,953,544 |
Reversal of pension asset as Actuarial Asset not recognised |
At 01 April 2022 | (2,953,544 | ) | - |
Charge to other comprehensive income | - | (2,953,544 | ) |
Interest on asset limit | (83,000 | ) | - |
Change in asset limit other than interest | 1,840,000 | - |
Rounding difference movement in scheme assets | 268 | - |
At 31 March 2023 | (1,196,276 | ) | (2,953,544 | ) |
Defined benefit Pension Asset/(Liability) at 31 March 2023 | - | - |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
23. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the years ended 31 March 2023 and 31 March 2022: |
2023 | 2022 |
£ | £ |
Sir R S Tindle CBE, DL, FCIS (deceased) |
Balance oustanding at start of year | 629,187 | 213,577 |
Amounts advanced | - | 485,000 |
Amounts repaid | (2,959 | ) | (69,390 | ) |
Balance outstanding at 16 April 2022 allocated to Lady B J Tindle MBE |
(313,114 |
) |
- |
Balance outstanding at 16 April 2022 allocated to Owen C Tindle | (313,114 | ) | - |
Balance outstanding at end of year | - | 629,187 |
2023 | 2022 |
£ | £ |
Lady B J Tindle MBE |
Balance outstanding at 16 April 2022 | 313,114 | - |
Preference dividend arrears at 16 April 2022 | 58,231 | - |
Preference dividend post 16 April 2022 | 13,769 | - |
Amounts repaid | (332,888 | ) | - |
Balance outstanding at end of year | 52,226 | - |
2023 | 2022 |
£ | £ |
Owen C Tindle |
Balance outstanding at 16 April 2022 | 313,114 | - |
Amounts repaid | (45,443 | ) | - |
Balance outstanding at end of year | 267,671 | - |
24. | RELATED PARTY DISCLOSURES |
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. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
24. | RELATED PARTY DISCLOSURES - continued |
The group paid rent of £30,000 for the registered office, The Old Court House, Union Road, Farnham, Surrey, GU9 7PT for the period to 24 November 2021 to Sir Ray Tindle which was credited to his directors current account. The Old Court House was acquired by the Company from Sir Ray Tindle on the 24 November 2021 for £455,000 and the proceeds credited to Sir Ray Tindle's directors' current account. The outstanding balance on the directors current account on the date of Sir Ray Tindle's death was equally divided between Lady B J Tindle MBE and Owen C Tindle. |
The company paid no dividends to Sir Ray Tindle during the year (2022: £nil) on Ordinary Shares and £631 dividends on the Preference Shares (2022: £14,400). The company paid Lady B J Tindle £13,769 dividends on the Preference Shares (2022: £nil). |
In the past, the group loaned £1,469,764 to Tindle Conferences and Education Limited, a company controlled by Mr O.C Tindle, a director of the company. At the year end the group was owed £1,519,917 (2022: £1,519,917). |
At the end of the year the group owes £nil (2022: £12,765) to Tindle Radio Holdings Limited, in respect of pooled interest income earned on bank deposit balances. Tindle Radio Holdings Limited was wholly owned by Sir Ray Tindle up until the date of his death on 16 April 2022. |
25. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party are the executors to the estate of Sir Ray Tindle, being Simon K Pusey and Owen C Tindle. |
The executors, are considered the ultimate beneficial owners of the 100% interest, direct and indirect in the ordinary shares of that company until the shares are distributed to the beneficiaries of the estate. |
26. | GOVERNMENT GRANTS |
Other income includes amounts received from the UK, Channel Islands, Isle of Man and Ireland Governments in respect of the various Coronavirus Salary Support Schemes available. The income is received in the form of grants. |
TINDLE PRESS HOLDINGS LIMITED (REGISTERED NUMBER: 04958686) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
27. | BUSINESS COMBINATION |
During the financial year, the Group acquired 100% of the issued share capital of Bailiwick Broadcasting Limited, a company incorporated in England and Wales, which operates in the Channel Islands. |
Company |
Fair Value of Net Assets at Acquisition Date |
Acquisition Date |
Nature of Business |
Acquiring Entity |
Bailiwick Broadcasting Ltd |
£0.1m |
28-Feb-23 |
DAB Radio Multiplex |
Tindle CI Broadcasting Ltd |
The acquisition meets the definition of a business combination and has been accounted for using the acquisition method in accordance with the Group's accounting policies. |
The provisional fair value of the assets and liabilities recognised as a result of the acquisition is as follows: |
Notes |
Tindle CI Broadcasting Ltd |
£ |
Tangible Assets | 11 | 16,616 |
Trade & Other Receivables | 35,172 |
Cash | 128,699 |
Trade & Other Payables | (105,712 | ) |
Corporation Tax Liability | (7,765 | ) |
Deferred Tax Liability | 19 | (4,282 | ) |
Fair Value of assets and liabilities acquired | 62,728 |
Goodwill | 10 | 1,926,960 |
Total Purchase Consideration | 1,989,688 |
Initial Cash Consideration for Equity | 1,937,300 |
Working Capital in excess of normalised working capital on Completion |
42,446 |
Stamp duty | 9,942 |
Total Purchase Consideration | 1,989,688 |
Cash acquired | (128,699 | ) |
Net Cash outflow on acquisition | 1,860,989 |
For the period of ownership during the year ended 31 March 2023, Bailiwick Broadcasting Limited contributed Revenues of £30,567 and EBITDA of £20,914. |