Registered number: 11845480
TSG UK 1 Limited
Consolidated report and audited financial statements
For year ended 31 December 2022
TSG UK 1 Limited
Contents
Page
Information
1
Directors' report
2
Independent auditors' report
4
Consolidated statement of comprehensive income
7
Consolidated statement of financial position
8
Company statement of financial position
9
Consolidated statement of changes in equity
10
Company statement of changes in equity
11
Consolidated statement of cash flows
12
Notes to the financial statements
13
TSG UK 1 Limited
Information
Directors
J Duran
C Welch
Registered number
11845480
Registered office
33 Cork Street
5th Floor
Mayfair
London
W1S 3NQ
Independent auditors
Azets Audit Services
Global House
Eclipse Park
Sittingbourne Road
Maidstone, Kent
ME14 3EN
Page
1
TSG UK 1 Limited
Directors' report
For the year ended 31 December 2022
The directors present their report and audited financial statements of TSG UK 1 Limited ("the company") and its subsidiary, TSG Consumer UK LLP ("the LLP"), (together "the group") for the year ended 31 December 2022. The directors have taken the exemption available to small companies from preparing a strategic report.
Principal activity
The principal activity of the company in the year under review was to act as corporate member of the LLP. The LLP provides advisory services to TSG Consumer Partners LP (“the LP”), an entity registered in the United States.
The principal activity of the group in the year under review was the provision of advisory services to the LP.
Results and dividends
The profit after taxation for the year, attributable to the owners of the company, amounted to £449,683 (2021: £279,404).
Directors
The directors who served during the year and up to the date of this report were:
J Duran
C Welch
Key performance indicators
Given the straightforward nature of the business, the directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.
Principal risks and uncertainties
The key business risks and uncertainties affecting the business relate to the performance of the LLP.
The group is not exposed to any significant price, credit, liquidity or cash flow risk.
The group is wholly reliant on the LP for all its income and support.
Page
3
TSG UK 1 Limited
Directors' report (continued)
For the year ended 31 December 2022
Directors' responsibilities statement
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 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 judgments and accounting estimates that are reasonable and prudent;
*
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
*
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.
Conflict in Ukraine
The events in Ukraine and the subsequent international sanctions imposed on Russian and Belarusian businesses and individuals could have a wide-ranging impact on the global economy. However, the group does not have a presence in these jurisdictions and neither any material indirect links to them. The directors currently do not anticipate any adverse impact on our business from the current sanctions regime but will continue to monitor the events and any associated impact.
Disclosure of information to the auditors
Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
*
so far as that director is aware, there is no relevant audit information of which the company and the group's auditors are unaware, and
*
that director 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 and the group's auditors are aware of that information.
Auditors
Azets Audit Services, have indicated their willingness to act as auditors to the Group. In accordance with section 485 of the Companies Act 2006, a resolution concerning their appointment will be proposed at the meeting of the board of directors to approve these financial statements.
This report was approved by the board on
15 November 2023
15 November 2023
and signed on its behalf.
J Duran
Director
Page
3
TSG UK 1 Limited
Independent auditors' report to the Shareholders of TSG UK 1 Limited
Opinion
We have audited the financial statements of TSG UK 1 Ltd (the ‘parent company') and its subsidiary for the year ended 31 December 2022 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the company statement of financial position, the consolidated statement of changes in equity, the company statement of changes in equity, the consolidated statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 the parent company's affairs as at 31 December 2022 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's ability to continue to adopt the going concern basis of accounting included discussions with management regarding their intentions for the group and parent company along with a comprehensive review of post year end management accounts, budgets and forecasts.
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 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 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 directors' report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Page 4
TSG UK 1 Limited
Independent auditors' report to the Shareholders of TSG UK 1 Limited (continued)
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the director's report for the financial year 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 group and the parent 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 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 director
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Page 5
TSG UK 1 Limited
Independent auditors' report to the Shareholders of TSG UK 1 Limited (continued)
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Daniel Graves BA(Hons) FCA (Senior Statutory Auditor)
for and on behalf of Azets Audit Services
Chartered Accountants
Statutory Auditor
Globe House
Eclipse Park
Sittingbourne Road
Maidstone, Kent
ME14 3EN
Date: 17 November 2023
Page 6
TSG UK 1 Limited
Registered number: 11845480
Consolidated statement of comprehensive income
For the year ended 31 December 2022
2022
2021
Note
£
£
Turnover
4
3,821,054
2,731,267
Administrative expenses
(3,274,660)
(2,384,438)
Operating profit
5
546,394
346,829
Interest income
9
2,551
-
Interest expense
10
(429)
-
Profit before taxation
548,516
346,829
Taxation on profit
11
(98,833)
(67,425)
Total comprehensive income for the year
449,683
279,404
Total comprehensive income for the year attributable to:
Noncontrolling interests
-
-
Owners of the parent company
449,683
279,404
449,683
279,404
There was no other comprehensive income for the year.
The notes on page 13 to 22 form part of these financial statements
Page 7
TSG UK 1 Limited
Registered number: 11845480
Consolidated statement of financial position
As at 31 December 2022
2022
2021
Note
£
£
Fixed assets
Fixed assets
13
390,558
2,669
Current assets
Debtors
14
1,089,193
438,370
Cash and cash equivalents
15
13,236
290,108
1,102,429
728,478
Creditors: amounts falling due within one year
16
(463,654)
(209,656)
Net current assets
638,775
518,822
Provisions for liabilities
17
(58,159)
-
Net assets
971,174
521,491
Capital and reserves
Called up share capital
18
-
-
Profit and loss account
971,172
521,489
Equity attributable to owners of the parent company
971,172
521,489
Non controlling interests
2
2
971,174
521,491
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 November 2023.
J Duran
C Welch
Director
Director
The notes on page 13 to 22 form part of these financial statements
Page 8
TSG UK 1 Limited
Registered number: 11845480
Company statement of financial position
As at 31 December 2022
2022
2021
Note
£
£
Fixed assets
Investments
12
98
98
Current assets
Debtors
14
1,080,625
600,334
Creditors: amounts falling due within one year
16
(109,551)
(78,943)
Net current assets
971,074
521,391
Net assets
971,172
521,489
Capital and reserves
Called up share capital
18
-
-
Profit and loss reserve
971,172
521,489
Total shareholders' funds
971,172
521,489
The profit after tax of the company for the year was £449,683 (2021: £279,404).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 15 November 2023.
J Duran
C Welch
Director
Director
The notes on page 13 to 22 form part of these financial statements
Page 9
TSG UK 1 Limited
Consolidated statement of changes in equity
For the year ended 31 December 2022
Share capital
Retained earnings
Equity attributable to owners of company
Non-controlling interest
Total equity
£
£
£
£
£
At 1 January 2021
-
242,085
242,085
2
242,087
Comprehensive income for the year
Profit for the year
-
279,404
279,404
-
279,404
Total comprehensive income for the year
-
279,404
279,404
-
279,404
At 31 December 2021
-
521,489
521,489
2
521,491
At 1 January 2022
-
521,489
521,489
2
521,491
Comprehensive income for the year
Profit for the year
-
449,683
449,683
-
449,683
Total comprehensive income for the year
-
449,683
449,683
-
449,683
At 31 December 2022
-
971,172
971,172
2
971,174
The notes on page 13 to 22 form part of these financial statements
Page
10
TSG UK 1 Limited
Company statement of changes in equity
For the year ended 31 December 2022
Share capital
Retained earnings
Equity attributable to owners of company
£
£
£
At 1 January 2021
-
242,085
242,085
Comprehensive income for the year
Profit for the year
-
279,404
279,404
Total comprehensive income for the period
-
279,404
279,404
At 31 December 2021
-
521,489
521,489
Comprehensive income for the year
Profit for the year
-
449,683
449,683
Total comprehensive income for the year
-
449,683
449,683
At 31 December 2022
-
971,172
971,172
The notes on page 13 to 22 form part of these financial statements
Page
12
TSG UK 1 Limited
Consolidated statement of cash flows
For the year ended 31 December 2022
2022
2021
Note
£
£
Cash flows from operating activities
Profit for the financial year
449,683
279,404
Adjustments for:
(Increase)/decrease in trade and other debtors
14
(650,823)
89,608
Increase/(decrease) in trade and other creditors
16
155,165
(238,227)
Increase in provisions
17
58,159
-
Depreciation
13
16,549
3,670
Tax charge for the year
11
98,833
67,425
Interest income
9
(2,551)
-
Net cash generated from operating activities
125,015
201,880
Cash flows from financing activities
Interest income
9
2,551
-
Net cash generated from financing activities
2,551
-
Cash flows from investing activities
Purchase of tangible assets
13
(404,438)
-
Net cash used in investing activities
(404,438)
-
Net (decrease)/increase in cash and cash equivalents
(276,872)
201,880
Cash and cash equivalents at the beginning of year
290,108
88,228
Effect of foreign exchange rate changes
-
-
Cash and cash equivalents at the end of the year
15
13,236
290,108
There was no net debt for the year ended 31 December 2022 (2021: none) and therefore an analysis of net debt has not been presented.
The notes on page 13 to 22 form part of these financial statements
Page
12
TSG UK 1 Limited
Notes to the financial statements
For the year ended 31 December 2022
1.
General information
TSG UK 1 Limited is a limited company incorporated and registered in England and Wales on 25 February 2019. The address of its registered office and principal place of business, and that of its subsidiary undertaking TSG Consumer UK LLP, is 33 Cork Street, 5th Floor, Mayfair, London, W1S 3NQ.
2.
Accounting Policies
2.1
Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the company's accounting policies (note 3). Monetary amounts in these financial statements are rounded to the nearest £.
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The profit after tax of the company for the year was £449,683 (2021: £279,404).
The following principal accounting policies have been applied:
2.2
Going concern
The group has adequate financial resources and as a consequence, the directors believe that the group is well placed to manage its business risks successfully.
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Directors' report and financial statements.
2.3
Russia- Ukraine Conflict
The company has evaluated the impact of the Russia-Ukraine conflict on the operations and has determined it has caused no material disruption to the delivery of business objectives. The members have assessed the potential future impact of the Russia-Ukraine conflict and have determined that it will not inhibit the ability of the company to continue as a going concern. The directors do not consider the future impact of the Russia-Ukraine conflict to be such that it affects the ability of the company to generate value in the long-term or impact the business plan such as to have a material impact on any of the balances in these financial statements.
2.4
Basis of consolidation
The consolidated financial statements present the results of the company and its subsidiary undertaking, TSG Consumer UK LLP. Intercompany transactions and balances between group entities are therefore eliminated in full.
2.5
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received, excluding any applicable VAT.
Page 13
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
2.
Accounting Policies (continued)
1.6
Interest income
Interest income is recognised in the statement of comprehensive income and is recognised on an accruals basis.
1.7
Interest expense
Interest expense is recognised in the statement of comprehensive income on an accruals basis.
1.8
Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straightline method. The estimated useful lives range as follows:
Computer equipment
-
3 years
Furniture & Equipment
-
7 years
Leasehold Improvements
-
Depreciated over the term of the lease
1.9
Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
1.10
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
1.11
Financial instruments
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 third parties, loans to related parties and investments in nonputtable ordinary shares.
Debt instruments that are payable or receivable within one year, typically trade creditors or debtors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However if the arrangements of a shortterm instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an outright shortterm loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost
1.12
Foreign currency translation
Functional and presentation currency
The functional and presentation currency of the group and company is Pound Sterling.
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each year end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and nonmonetary items measured at fair value are measured using the exchange rate when fair value was determined.
Page 14
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
2.
Accounting Policies (continued)
1.13
Current and deferred taxation
The tax expense for the year comprises current and deferred tax and is recognised in the statement of comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income.
Deferred balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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;
any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
where they relate to timing differences in respect of interests in subsidiaries and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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 income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
1.14
Operating leases
Rentals under operating leases are charged to the statement of comprehensive income on a straight-line basis over the lease term.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Page 16
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
3.
Judgments in applying accounting policies and key sources of estimation uncertainty
In applying the accounting policies of the group and company, the directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised, if the revision affects only that year, or in the year of the revision and future years, if the revision affects both current and future years.
1.1
Critical judgments in applying the group's accounting policies
The critical judgments that the directors have made in the process of applying the group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are discussed below.
Assessing indicators of impairment:
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.
1.2
Key sources of estimation uncertainty
The directors are of the opinion that due to the nature of the business, there are no critical accounting estimates or judgments used in the preparation of these financial statements.
4.
Analysis of turnover
Turnover by class of business is as follows:
Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£
Advisory service fees
3,821,054
2,731,267
-
-
All turnover arose within the US.
5.
Operating profit
The operating profit is stated after charging:
Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£
Depreciation of tangible fixed assets
16,549
3,670
-
-
Operating lease rentals: other operating leases
342,097
287,151
-
-
Page 17
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
6.
Auditors' remuneration
Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£
Fees payable to the Group's auditor:
for the audit of the company's financial statements
5,500
4,750
3,450
3,450
for the audit of the financial statements of the LLP
11,750
11,750
-
-
7.
Employees
Staff costs for the company and the group were as follows:
Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£
Wages and salaries
2,023,273
1,643,068
-
-
Social security costs
171,964
119,022
-
-
Pension costs
20,017
8,743
-
-
2,215,254
1,770,833
-
-
The average number of company and group employees during the year was 3 (2021: 3), excluding LLP members.
Page 17
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
8.
Directors
The directors received no remuneration during the year ended 31 Dec 2022 (2021: none)
The average number of company and group directors during the year was 2 (2021: 2). The highest paid director received £nil (2021: £nil). This was paid by the LLP as profit share.
The directors of the company are also directors of TSG Consumer Partners LP (the company's immediate parent), the remuneration disclosed here relates to their directorship of the company, other remuneration is disclosed in the group financial statements of TSG Consumer Partners LP.
9.
Interest income
2022
2021
£
£
Bank interest income
2,551
-
10.
Interest expense
2022
2021
£
£
Unwinding of provision
429
-
Page 18
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
11.
Taxation
2022
2021
£
£
Corporation tax
Current tax on profits for the year
98,833
67,425
Total current tax
98,833
67,425
Deferred tax
Origination and reversal of timing differences
-
-
Total deferred tax
-
-
Taxation on profit
98,833
67,425
Factors affecting the tax charge for the year
The tax assessed for the year was higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:
2022
2021
£
£
Profit before tax
548,516
346,829
Profit multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%)
104,218
65,898
Effects of:
Expenses not deductible for tax purposes
1,527
Adjustment for prior years
(5,385)
-
Total tax charge for the year
98,833
67,425
Factors that may affect future tax charges:
During the Budget in March 2021, the Chancellor of the Exchequer announced that the government would legislate to keep the corporation tax rate at 19% until 2023 at which point it would increase to 25%.
Page 20
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
12.
Investments
Company
Unlisted investment in TSG Consumer UK LLP
2022
2021
£
£
Cost
At 1 January
98
98
Additions
-
-
At 31 December
98
98
13.
Tangible fixed assets
Group
Computer equipment
Furniture & Equipment
Leasehold Improvements
Total
£
£
£
£
Cost
At 1 January 2022
11,009
-
-
11,009
Additions
-
24,737
379,701
404,438
At 31 December 2022
11,009
24,737
379,701
415,447
Depreciation
At 1 January 2022
8,340
-
-
8,340
Charge for the year
2,669
883
12,997
16,549
At 31 December 2022
11,009
883
12,997
24,889
Net book value
At 31 December 2022
-
23,854
366,704
390,558
At 31 December 2021
2,669
-
-
2,669
The company held no fixed tangible assets.
Page 21
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
14.
Debtors
Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£
Rent deposit due in more than one year
249,604
53,205
-
-
Amounts owed by TSG Consumer Partners LP
644,179
347,614
-
-
Amounts owed by TSG Consumer UK LLP
-
-
1,080,625
600,334
Amounts owed by non controlling interests
-
2
-
-
Other debtors
78,092
31,076
-
-
Prepayments and accrued income
117,318
6,473
-
-
1,089,193
438,370
1,080,625
600,334
Amounts due from TSG Consumer Partners LP are unsecured and repayable on demand.
Amounts due from TSG Consumer UK LLP are unsecured and repayable on demand.
15.
Cash and cash equivalents
Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£
Cash at bank and in hand
13,236
290,108
-
-
16.
Creditors
Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£
Trade creditors
63,233
60,134
-
-
Corporation tax
100,449
70,591
100,449
70,591
Other creditors
103,272
-
100
100
Accruals and deferred income
196,699
78,931
9,002
8,252
463,653
209,656
109,551
78,943
Page 21
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
17.
Provisions for liabilities
Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£
Dilapidations provision
58,159
-
-
-
Movements on provisions:
£
£
Additional provision in the year
57,730
-
Unwinding of discount
429
-
At 31 December 2022
58,159
-
18.
Share capital
Group and company
2022
2021
£
£
Allotted, called up and fully paid
1 Ordinary share of £0.01
0.01
0.01
19.
Operating lease commitments
At 31 December 2022, the group had future minimum rentals under non-cancellable operating leases as follows:
Land and buildings
2022
2021
£
£
Within 1 year
311,530
225,000
2-5 years
935,539
45,000
20.
Related party transactions
During the year ended 31 December 2022, the group charged TSG Consumer Partners LP (“the LP”), its parent undertaking, advisory services of £3,821,054 (2021: £2,731,267). The LP made payments on behalf of the group amounting to £206,739 (2021: £63,040) and charged interest of £nil (2021: £nil). At 31 December 2022, the group was owed £633,109 (2021: £347,614) from the LP and this balance is included within debtors (note 14).
The key management personnel of the company comprise solely of the directors. Details of directors' emoluments are disclosed in note 8.
Page 23
TSG UK 1 Limited
Notes to the financial statements (continued)
For the year ended 31 December 2022
21.
Controlling party
The immediate and ultimate parent undertaking of TSG UK 1 Limited is TSG Consumer Partners LP, domiciled in the United States of America.
Page 23
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