Company registration number 11065915 (England and Wales)
TWO-UP AGENCY LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
TWO-UP AGENCY LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
TWO-UP AGENCY LTD
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
4
11,978
9,906
Current assets
Debtors
6
296,761
392,637
Cash at bank and in hand
4,012
221,603
300,773
614,240
Creditors: amounts falling due within one year
7
(944,051)
(487,320)
Net current (liabilities)/assets
(643,278)
126,920
Total assets less current liabilities
(631,300)
136,826
Creditors: amounts falling due after more than one year
8
(34,626)
Net (liabilities)/assets
(631,300)
102,200
Capital and reserves
Called up share capital
9
100
100
Profit and loss reserves
(631,400)
102,100
Total equity
(631,300)
102,200
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 21 November 2023 and are signed on its behalf by:
Mr R Morris
Director
Company registration number 11065915 (England and Wales)
TWO-UP AGENCY LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Two-Up Agency Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Cavendish House, 18 Cavendish Square, London, W1G 0PJ.
1.1
Reporting period
These financial statements present the company's accounting performance for the year ended 31 December 2022. The comparatives report the 13-month period ended 31 December 2021. The previous period was extended to bring the company in-line with its parent entity. Accordingly, the comparative period is not entirely comparable as it reports a period greater in length than the current period.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Two-Up Agency Ltd is a wholly owned subsidiary of Playmaker Capital Inc. at the balance sheet date and the results of Two-Up Agency Ltd are included in the consolidated financial statements of Playmaker Capital Inc. which are available from 2 St.Clair Ave West, Suite 601, Toronto, ON, M4V 1L5.
1.3
Going concern
The company’s financial statements have been prepared on a going concern basis. The director’s note that this is on the basis that although the company has made a net loss of £733,500 in the current financial period, and has a net liability balance of £631,300 as at 31 December 2022, as outlined in note 13 to the financial statements, the company has taken new ownership as at 30 April 2023. As part of this new ownership, Playmaker Capital Inc has forgiven the full intercompany balances owed from the company, which includes the £638,773 amount owed to group undertakings as at the balance sheet date. true
The director believes that taking into account the above, in combination of the expected forecasted performance of the company and the financial support of the new owner which has been confirmed by a letter of support, it is appropriate to prepare the financial statements on a going concern basis.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
1.5
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.
TWO-UP AGENCY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
20% straight line
Computers
50% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
TWO-UP AGENCY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
TWO-UP AGENCY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
TWO-UP AGENCY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.13
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
Government grants received include income received through the Coronavirus Job Retention Scheme.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
7
4
TWO-UP AGENCY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
4
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2022
11,403
3,388
14,791
Additions
6,258
6,258
At 31 December 2022
11,403
9,646
21,049
Depreciation and impairment
At 1 January 2022
2,239
2,646
4,885
Depreciation charged in the year
1,452
2,734
4,186
At 31 December 2022
3,691
5,380
9,071
Carrying amount
At 31 December 2022
7,712
4,266
11,978
At 31 December 2021
9,164
742
9,906
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Two-Up Agency Sp. z o.o.
1
Ordinary
100.00
Registered office addresses:
1
Ul. Krolewska 65A 1, Krakow; Malopolskie; 30-081, Poland
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
175,675
392,637
Corporation tax recoverable
37,238
Other debtors
83,848
296,761
392,637
TWO-UP AGENCY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
7
Creditors: amounts falling due within one year
2022
2021
£
£
Bank loans
90,045
Trade creditors
76,180
8,774
Amounts owed to group undertakings
638,773
150,000
Corporation tax
37,685
Other taxation and social security
195,011
146,048
Other creditors
34,087
54,768
944,051
487,320
8
Creditors: amounts falling due after more than one year
2022
2021
£
£
Bank loans and overdrafts
34,626
9
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
10
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
Lease commitments
4,849
11
Parent company
As at the year end, the parent company of Two-Up Agency Ltd was Playmaker Capital Inc, and its registered office is 2 St.Clair Ave West, Suite 601, Toronto, ON, M4V 1L5.
The financial statements of the company are consolidated in the financial statements of Playmaker Capital Inc, a company incorporated in the USA. These consolidated financial statements are available from 2 St.Clair Ave West, Suite 601, Toronto, ON, M4V 1L5.
TWO-UP AGENCY LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
12
Related party transactions
In accordance with FRS 102 paragraph 33.1A, the exemption has been taken from disclosing transactions and balances with other group companies where they, directly or indirectly, are all 100% subsidiaries of Playmaker Capital Inc.
13
Events after the reporting date
On 30 April 2023, the Company's parent Playmaker Capital Inc. entered into a purchase agreement with Sub 60 Limited for contingent consideration associated with the future sale of the Company. Under the agreement, upon a future sale of the Company, Playmaker could receive the greater of $1,000,000 or 50% of the purchase price consideration for such sale if the sale occurs on or prior to 30 April 2024. If a sale of the Company occurs following 30 April 2024 and prior to 30 April 2025, Playmaker is entitled to receive the greater of $500,000 or 20% of the purchase price consideration. This purchase agreement also releases the company from all existing secured debts and contingent liabilities of Playmaker Capital Inc.
14
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Malik Nayyer Salim
Statutory Auditor:
Shaw Gibbs (Audit) Limited
Date of audit report:
23 November 2023