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Registered number: 11108726
















TSD HOLDING LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022


































img3b21.png


TSD HOLDING LIMITED

 
COMPANY INFORMATION


Directors
J L Burdett 
M D Sommerfeld 




Registered number
11108726



Registered office
Turnchapel Wharf Barton Road
Turnchapel

Plymouth

Devon

PL9 9RQ




Independent auditors
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

Salt Quay House

4 North East Quay

Sutton Harbour

Plymouth

PL4 0BN






TSD HOLDING LIMITED


CONTENTS



Page
Group strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 7
Consolidated statement of comprehensive income
8
Consolidated statement of financial position
9
Company statement of financial position
10
Consolidated statement of changes in equity
11 - 12
Company statement of changes in equity
13 - 14
Consolidated statement of cash flows
15
Consolidated analysis of net debt
16
Notes to the financial statements
17 - 37



TSD HOLDING LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

INTRODUCTION
 
TSD Holding Limited has pleasure in presenting its accounts for the year ended 31 December 2022. 

BUSINESS REVIEW
 
TSD is the parent company for Aquamare Marine Ltd, Aquamare Marine USA, Aquamare Marine Europe and DC Marine Developments Limited. It is a leading provider of marine equipment and services, specializing in engineering carpentry, GRP Paint and Marine parts. The Group focuses on recreational boating and has steadily grown its presence in the industry, leveraging its expertise, innovation, and commitment to quality.

PRINCIPAL RISKS AND UNCERTAINTIES
 
While the TSD Group has achieved considerable success, it faces challenges such as market volatility and labour costs. However, these challenges also present opportunities for innovation, growth, and differentiation within the industry. The company remains proactive in addressing challenges and capitalizing on opportunities to maintain its competitive edge.

FINANCIAL KEY PERFORMANCE INDICATORS
 
The financial key performance indicators that the Directors monitor through the management accounts are:
img4454.png

OTHER KEY PERFORMANCE INDICATORS
 
Growth Strategies
The TSD Group is poised for continued growth, with strategic initiatives aimed at expanding its market reach and enhancing its product portfolio. Key growth strategies include better marketing and customer awareness. 
The company remains agile and responsive to market dynamics, capitalizing on emerging opportunities for growth.
Sustainability and Corporate Responsibility
The TSD Group are committed to corporate responsibility, integrating ethical practices into its business operations. Initiatives include an apprenticeship program.
The company recognizes the importance of social and environmental stewardship in fostering long-term success and stakeholder value.


This report was approved by the board on 20 February 2024 and signed on its behalf.



J L Burdett
Director

Page 1


TSD HOLDING LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 for the Group's financial statements and then apply them consistently;

make judgments 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 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £207,722 (2021: £814,830).

Directors

The directors who served during the year were:

J L Burdett 
M D Sommerfeld 

Future developments

The Directors aim to maintain the management policies which have resulted in the Group's growth in recent years. Recent supply chain and economic issues have presented significant challenges to the Group. However, in the longer term, the Directors are confident that the Group will achieve further growth in sales from continuing operations. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the 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.

Page 2


TSD HOLDING LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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






J L Burdett
Director

Date: 20 February 2024

Turnchapel Wharf Barton Road
Turnchapel
Plymouth
Devon
PL9 9RQ

Page 3


TSD HOLDING LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TSD HOLDING LIMITED
Opinion


We have audited the financial statements of TSD Holding Limited (the 'parent Company') and its subsidiaries (the 'Group') 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 Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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'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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the 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 or 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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


TSD HOLDING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TSD HOLDING LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have 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 Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept 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 Directors' responsibilities statement set out on page 2, 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 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.


Page 5


TSD HOLDING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TSD HOLDING LIMITED (CONTINUED)

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 an Auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
the nature of the sector, control environment and the Company’s performance;
results of our enquiries of management and the Director, about his own identification and assessment of the risks of irregularities;
any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. 

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, which included incorrect recognition of revenue, management override of controls using manual journal entries, and identified these as having the greatest potential for fraud.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, FRS 102 and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These included brand standards, consumer credit regulations, occupational health and safety regulations, and employment legislation.
Our procedures to respond to risks identified included the following:
 
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; 
reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
enquiring of the Director and management concerning actual and potential litigation and claims;
performing procedures to confirm material compliance with the requirements of the above regulations;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate 
risks of material misstatement due to fraud;
in addressing the risk of fraud through management override of controls, testing the appropriateness of 
journal entries and other adjustments; and assessing whether the judgements made in making accounting estimates are indicative of a potential bias.

Page 6


TSD HOLDING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TSD HOLDING LIMITED (CONTINUED)

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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.


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 Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.






Kevin Connor FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
Salt Quay House
4 North East Quay
Sutton Harbour
Plymouth
PL4 0BN

20 February 2024
Page 7


TSD HOLDING LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 4 
16,544,348
11,635,750

Cost of sales
  
(12,068,709)
(9,083,925)

Gross profit
  
4,475,639
2,551,825

Administrative expenses
  
(4,029,210)
(1,614,830)

Other operating income
  
-
16,619

Operating profit
 6 
446,429
953,614

Interest receivable and similar income
  
5,276
438

Interest payable and similar expenses
  
(50,974)
(1,879)

Profit before taxation
  
400,731
952,173

Tax on profit
 11 
(193,009)
(137,343)

Profit for the financial year
  
207,722
814,830

  

Foreign exchange differences
  
(34,751)
949

Other comprehensive income for the year
  
(34,751)
949

Total comprehensive income for the year
  
172,971
815,779

Profit for the year attributable to:
  

Owners of the parent Company
  
207,722
814,830

  
207,722
814,830

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
172,971
815,779

  
172,971
815,779

The notes on pages 17 to 37 form part of these financial statements.

Page 8


TSD HOLDING LIMITED
REGISTERED NUMBER:11108726

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible assets
  
36,848
34,367

Tangible assets
 14 
542,808
556,234

  
579,656
590,601

Current assets
  

Stocks
 16 
338,196
48,826

Debtors: amounts falling due within one year
 17 
3,810,561
1,971,279

Cash at bank and in hand
  
793,537
692,851

  
4,942,294
2,712,956

Creditors: amounts falling due within one year
 18 
(3,446,182)
(1,596,101)

Net current assets
  
 
 
1,496,112
 
 
1,116,855

Total assets less current liabilities
  
2,075,768
1,707,456

Creditors: amounts falling due after more than one year
 19 
(728,587)
(670,905)

Provisions for liabilities
  

Deferred taxation
  
(21,658)
(12,304)

Other provisions
  
(314,159)
(185,854)

  
 
 
(335,817)
 
 
(198,158)

Net assets
  
1,011,364
838,393


Capital and reserves
  

Called up share capital 
 24 
120
120

Foreign exchange reserve
 25 
(33,802)
949

Merger reserve
 25 
96,617
96,617

Profit and loss account
 25 
948,429
740,707

Equity attributable to owners of the parent Company
  
1,011,364
838,393


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




J L Burdett
Director

Date: 20 February 2024

The notes on pages 17 to 37 form part of these financial statements.

Page 9


TSD HOLDING LIMITED
REGISTERED NUMBER:11108726

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Investments
 15 
169,825
169,725

  
169,825
169,725

Current assets
  

Debtors: amounts falling due within one year
 17 
626,667
95,589

Cash at bank and in hand
  
9,941
81,379

  
636,608
176,968

Creditors: amounts falling due within one year
 18 
(490,896)
(31,054)

Net current assets
  
 
 
145,712
 
 
145,914

Total assets less current liabilities
  
315,537
315,639

  

  

Net assets
  
315,537
315,639


Capital and reserves
  

Called up share capital 
 24 
120
120

Merger reserve
 25 
96,617
96,617

Profit and loss account carried forward
  
218,800
218,902

  
315,537
315,639


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





J L Burdett
Director

Date: 20 February 2024

The notes on pages 17 to 37 form part of these financial statements.

Page 10


TSD HOLDING LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Foreign exchange reserve
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£
£

At 1 January 2022
120
949
96,617
740,707
838,393
838,393


Comprehensive income for the year

Profit for the year

-
-
-
207,722
207,722
207,722

Currency translation differences
-
(12,388)
-
-
(12,388)
(12,388)

Foreign exchange on consolidation
-
(22,363)
-
-
(22,363)
(22,363)


Other comprehensive income for the year
-
(34,751)
-
-
(34,751)
(34,751)


At 31 December 2022
120
(33,802)
96,617
948,429
1,011,364
1,011,364


The notes on pages 17 to 37 form part of these financial statements.

Page 11


TSD HOLDING LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Foreign exchange reserve
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2021
120
-
96,617
321,020
417,757


Comprehensive income for the year

Profit for the year

-
-
-
814,830
814,830

Foreign exchange on consolidation
-
949
-
-
949


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(395,143)
(395,143)


Total transactions with owners
-
-
-
(395,143)
(395,143)


At 31 December 2021
120
949
96,617
740,707
838,393


The notes on pages 17 to 37 form part of these financial statements.

Page 12


TSD HOLDING LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
120
96,617
218,902
315,639



Loss for the year
-
-
(102)
(102)
Total comprehensive income for the year
-
-
(102)
(102)


At 31 December 2022
120
96,617
218,800
315,537


The notes on pages 17 to 37 form part of these financial statements.

Page 13


TSD HOLDING LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2021
120
96,617
6,618
103,355


Comprehensive income for the year

Profit for the year
-
-
607,427
607,427


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(395,143)
(395,143)


At 31 December 2021
120
96,617
218,902
315,639


The notes on pages 17 to 37 form part of these financial statements.

Page 14


TSD HOLDING LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£
£

Cash flows from operating activities

Profit for the financial year
207,722
814,830

Adjustments for:

Amortisation of intangible assets
6,069
20,621

Depreciation of tangible assets
184,951
25,343

Interest paid
50,974
1,879

Interest received
(5,276)
(438)

Taxation charge
193,009
137,343

(Increase)/decrease in stocks
(289,370)
26,621

(Increase) in debtors
(1,839,282)
(676,634)

Increase in creditors
1,302,674
253,408

Increase in provisions
137,659
66,429

Corporation tax (paid)
(62,148)
(31,910)

Net cash generated from operating activities

(113,018)
637,492


Cash flows from investing activities

Purchase of intangible fixed assets
(8,550)
-

Purchase of tangible fixed assets
(91,357)
(275,864)

Interest received
5,276
438

Net cash from investing activities

(94,631)
(275,426)

Cash flows from financing activities

New secured loans
394,194
192,780

Repayment of loans
(138,860)
(47,148)

Repayment of/new finance leases
(51,796)
(42,748)

Movements on invoice discounting
155,771
-

Dividends paid
-
(395,143)

Interest paid
(50,974)
(1,879)

Net cash used in financing activities
308,335
(294,138)

Net increase in cash and cash equivalents
100,686
67,928

Cash and cash equivalents at beginning of year
692,851
624,923


Cash at bank and in hand
793,537
692,851


The notes on pages 17 to 37 form part of these financial statements.

Page 15


TSD HOLDING LIMITED


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2022





At 1 January 2022
Cash flows
New finance leases
At 31 December 2022
£

£

£

£

Cash at bank and in hand

692,851

100,686

-

793,537

Debt due after 1 year

(603,448)

(404,082)

-

(1,007,530)

Debt due within 1 year

(173,330)

(124,037)

-

(297,367)

Finance leases

(93,959)

51,796

(110,691)

(152,854)



(177,886)
(375,637)
(110,691)
(664,214)

The notes on pages 17 to 37 form part of these financial statements.

Page 16


TSD HOLDING LIMITED

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

1.


GENERAL INFORMATION

TSD Holding Limited (registered number: 11108726) is a private company limited by shares incorporated in England and Wales. The registered office is Turnchapel Wharf, Barton Road, Turnchapel, Plymouth, United Kingdom, PL9 9RQ.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK 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 Group's accounting policies (see note 3).

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 following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

The Group recognises a merger reserve which arose on a share for share exchange upon the creation of the Parent company. 

 
2.3

GOING CONCERN

The Group has made a profit for the period of £207,722 (2021: £814,830) and has net current assets amounting to £1,496,112 (2021: £1,116,855).
 
The directors have considered the current levels of working capital, particularly cash and are confident that the Group has sufficient resources.
The Group revenue projections over a period of greater than 12 months from the accounts approval date have been considered, and this coupled with forecasted profits and net cash inflows is why the directors consider the going concern basis of preparation to be appropriate.

Page 17


TSD HOLDING LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 18


TSD HOLDING LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
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 or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of marine products is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the repair and maintenance of ships and boats is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
Long term contracts
Revenue from contracts to manufacture boats is recognised over the course of the contract in which
the product is being manufactured in accordance with the stage of completion of the contract when
performance obligations are satisfied as laid out by the contract agreement.

 
2.6

OPERATING LEASES: THE GROUP AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

GOVERNMENT GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.8

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

Page 19


TSD HOLDING LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.9

FINANCE COSTS

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

 
2.10

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.12

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 tax 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, associates, branches and joint ventures 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 tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 20


TSD HOLDING LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.13

INTANGIBLE ASSETS

GOODWILL

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

OTHER INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 Amortisation is provided on the following bases:

Computer Software
-
20%
straight-line
Goodwill
-
10%
straight-line

 
2.14

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 straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2%
Plant and machinery
-
15%
Motor vehicles
-
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 21


TSD HOLDING LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.16

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.20

PROVISIONS FOR LIABILITIES

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

 
2.21

FINANCIAL INSTRUMENTS

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to and from related parties.

 
2.22

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 22


TSD HOLDING LIMITED

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

3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, the directors are required to make judgments, 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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below. 
Warranty Provision
The Group's sales are subject to a warranty period after the sale has been made. It is therefore necessary to provide for the warranties offered to customers and any potential refunded income/additional expenditure that may arise. In Aquamare Marine Limited, management assesses the warranty provision with reference to the total income generated in the financial year and adjusts this yearly as a result. In Aquamare Marine USA, the warranty provision is based on tracked costs in the following financial year. 


4.


TURNOVER

An analysis of turnover by class of business is as follows:


2022
2021
£
£

Sales of parts and materials
7,852,143
5,845,136

Service sales
8,692,205
5,790,614

16,544,348
11,635,750


Analysis of turnover by country of destination:

2022
2021
£
£

United Kingdom
8,494,402
6,284,372

Rest of Europe
112,915
4,150

Rest of the world
7,937,031
5,347,228

16,544,348
11,635,750


Page 23


TSD HOLDING LIMITED

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

5.


OTHER OPERATING INCOME

2022
2021
£
£

Government grants receivable
-
16,619

-
16,619



6.


OPERATING PROFIT

The operating profit is stated after charging:

2022
2021
£
£

Depreciation of property, plant and equipment
184,951
25,343

Amortisation of intangible assets
7,862
27,346

Operating lease charges
524,063
451,353


7.


AUDITORS' REMUNERATION

During the year, the Group obtained the following services from the Company's auditors:


2022
2021
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
8,000
-

Fees payable to the Company's auditors in respect of:

The auditing of accounts of associates of the Company
25,000
-

Preparation of financial statements
5,000
-

Taxation compliance services
6,000
-

Page 24


TSD HOLDING LIMITED

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

8.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Wages and salaries
5,308,611
3,468,417
3,052
1,573

Social security costs
286,779
169,803
-
-

Cost of defined contribution scheme
48,307
32,080
-
-

5,643,697
3,670,300
3,052
1,573


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Total
118
85
2
2


9.


DIRECTORS' REMUNERATION

2022
2021
£
£

Directors' emoluments
66,536
64,873

66,536
64,873



10.


INTEREST PAYABLE AND SIMILAR EXPENSES

2022
2021
£
£


Bank interest payable
44,892
2

Finance leases and hire purchase contracts
6,082
1,877

50,974
1,879

Page 25


TSD HOLDING LIMITED

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

11.


TAXATION


2022
2021
£
£

CORPORATION TAX


Current tax on profits for the year
145,773
137,343


145,773
137,343

FOREIGN TAX


Foreign tax on income for the year
37,882
-

37,882
-

TOTAL CURRENT TAX
183,655
137,343

DEFERRED TAX


Origination and reversal of timing differences
9,354
-

TOTAL DEFERRED TAX
9,354
-


TAX ON PROFIT
193,009
137,343

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2021: lower than) the standard rate of corporation tax in the UK of 19% (2021: 19%). The differences are explained below:

2022
2021
£
£


Profit on ordinary activities before tax
400,731
952,173


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%)
76,139
180,913

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,268
-

Short-term timing difference leading to an increase (decrease) in taxation
(931)
-

Non-taxable income
(8,603)
-

Other differences leading to an increase (decrease) in the tax charge
76,682
(43,570)

Group relief
19
-

Movement in deferred tax not recognised
48,435
-

TOTAL TAX CHARGE FOR THE YEAR
193,009
137,343

Page 26


TSD HOLDING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
11.TAXATION (CONTINUED)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.


12.


DIVIDENDS

2022
2021
£
£


Dividends paid
-
395,143

-
395,143


13.


INTANGIBLE ASSETS

Group





Computer software
Goodwill
Total

£
£
£



COST


At 1 January 2022
-
79,989
79,989


Additions
8,550
-
8,550



At 31 December 2022

8,550
79,989
88,539



AMORTISATION


At 1 January 2022
-
45,622
45,622


Charge for the year on owned assets
570
5,499
6,069



At 31 December 2022

570
51,121
51,691



NET BOOK VALUE



At 31 December 2022
7,980
28,868
36,848



At 31 December 2021
-
34,367
34,367



Page 27


TSD HOLDING LIMITED

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

14.


TANGIBLE FIXED ASSETS

Group






Freehold property
Plant and machinery
Motor vehicles
Total

£
£
£
£



COST


At 1 January 2022
301,675
45,132
295,121
641,928


Additions
-
19,547
166,944
186,491


Disposals
-
-
(35,917)
(35,917)



At 31 December 2022

301,675
64,679
426,148
792,502



DEPRECIATION


At 1 January 2022
-
17,828
67,866
85,694


Charge for the year on owned assets
6,034
7,571
12,649
26,254


Charge for the year on financed assets
-
-
158,697
158,697


Disposals
-
-
(20,951)
(20,951)



At 31 December 2022

6,034
25,399
218,261
249,694



NET BOOK VALUE



At 31 December 2022
295,641
39,280
207,887
542,808



At 31 December 2021
301,675
27,304
227,255
556,234

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2022
2021
£
£



Motor vehicles
151,957
212,496

151,957
212,496

Page 28


TSD HOLDING LIMITED

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

15.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST


At 1 January 2022
169,725


Additions
100



At 31 December 2022
169,825




Note 32 contains details of the individual investments held by the Company. 


16.


STOCKS

Group
Group
2022
2021
£
£

Raw materials and consumables
338,196
48,826

338,196
48,826



17.


DEBTORS

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£


Trade debtors
3,073,936
1,844,644
-
-

Amounts owed by group undertakings
-
-
92,897
92,897

Other debtors
684,552
27,137
533,770
2,692

Prepayments and accrued income
10,300
62,350
-
-

Tax recoverable
41,773
37,148
-
-

3,810,561
1,971,279
626,667
95,589


Page 29


TSD HOLDING LIMITED

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

18.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2022
2021
2022
2021
£
£
£
£

Bank loans
486,223
144,699
-
-

Other loans
2,646
1,081
-
-

Trade creditors
1,286,079
722,532
-
-

Amounts owed to group undertakings
-
-
484,700
-

Corporation tax
161,164
136,049
1,504
1,504

Other taxation and social security
400,631
306,404
-
-

Obligations under finance lease and hire purchase contracts
37,603
29,258
-
-

Invoice financing facility
155,771
-
-
-

Other creditors
496,677
249,802
2,692
27,550

Accruals and deferred income
419,388
6,276
2,000
2,000

3,446,182
1,596,101
490,896
31,054


Bank loans totalling £7,475 are secured by a fixed charge over the freehold property to which they relate. The remaining bank loan balance is not sercured by fixed charges.
Obligations under finance leases and hire purchase contracts are secured upon the assets to which they relate. 
The liabilities categorised as invoice financing are secured against the assets upon which they relate. 

Page 30


TSD HOLDING LIMITED

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

19.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
2022
2021
£
£

Bank loans
493,312
493,713

Other loans
120,024
109,735

Net obligations under finance leases and hire purchase contracts
115,251
64,701

Other creditors
-
2,756

728,587
670,905


Bank loans totalling £176,381 are secured by a fixed charge over the freehold property to which they relate. The remaining bank loan balance is not sercured by fixed charges.
Obligations under finance leases and hire purchase contracts are secured upon the assets to which they relate.  


The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
Group
Group
2022
2021
£
£


Repayable by instalments
291,537
-

291,537
-



Page 31


TSD HOLDING LIMITED

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

20.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
2022
2021
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
486,223
144,699

Other loans
2,646
1,081


488,869
145,780

AMOUNTS FALLING DUE 1-2 YEARS

Bank loans
83,902
493,713

Other loans
2,745
2,367


86,647
496,080

AMOUNTS FALLING DUE 2-5 YEARS

Bank loans
226,283
-

Other loans
8,869
7,647


235,152
7,647

AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS

Bank loans
183,127
-

Other loans
108,410
99,721

291,537
99,721

1,102,205
749,228


Page 32


TSD HOLDING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
20.LOANS (CONTINUED)

Loan 1: This loan incurs an annual effective interest rate of 8.21%. It is being repaid in monthly instalments. The amount outstanding at the year-end is £142,084.
Loan 2: This secured loan incurred an annual interest rate of 5.65%. It was being repaid in monthly instalments. This loan was settled on 18 November 2022 and was replaced with loan 4 below. Personal guarantees were in place for this loan as per note 18.
Loan 3: This loan incurs an annual interest rate of 9.95%. It is being repaid in monthly instalments. The amount outstanding at the year-end is £259,401.
Loan 4: This loan incurs an annual effective interest rate of 8.43%. It is being repaid in monthly instalments. The amount outstanding at the year-end is £183,856.
Loan 5: This loan incurs an annual effective interest rate of 3.82%. It is being repaid in monthly instalments. The amount outstanding at the year-end is £122,670.
Loan 6: This loan does not incur interest and is not being repaid in instalments. The balance has been made available by the Group's bankers as a line of credit. The amount outstanding at the year-end is £394,194.


21.


HIRE PURCHASE AND FINANCE LEASES


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2022
2021
£
£

Within one year
37,603
40,475

Between 1-5 years
96,802
67,458

Over 5 years
18,449
-

152,854
107,933


22.


DEFERRED TAXATION


Group



2022


£






At beginning of year
(12,304)


Charged to profit or loss
(9,354)



AT END OF YEAR
(21,658)

Page 33


TSD HOLDING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
22.DEFERRED TAXATION (CONTINUED)

Group
Group
2022
2021
£
£

Accelerated capital allowances
(21,658)
(12,304)

(21,658)
(12,304)


23.


PROVISIONS


Group



Warranty Provision

£





At 1 January 2022
185,854


Charged to profit or loss
128,305



AT 31 DECEMBER 2022
314,159

The warranty provision is in place to account for the sales made under warranty in the year and provides
for the number of sales that could potentially be called back due to returns from customers.


24.


SHARE CAPITAL

2022
2021
£
£
ALLOTTED, CALLED UP AND FULLY PAID



54 (2021: 5,400) Ordinary A shares of £1.00 (2021: £0.01) each
54
54
54 (2021: 5,400) Ordinary B shares of £1.00 (2021: £0.01) each
54
54
6 (2021: 600) Ordinary C shares of £1.00 (2021: £0.01) each
6
6
6 (2021: 600) Ordinary D shares of £1.00 (2021: £0.01) each
6
6

120

120


Page 34


TSD HOLDING LIMITED

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

25.


RESERVES

Foreign exchange reserve

Includes all current and prior period movements in foreign exchange balances on consolidation and conversion of foreign currency figures into the functional and presentational currency.  

Merger Reserve

This reserve has arisen due to merger relief being the difference between the fair value of shares issued on a share for share exchange and the nominal value of the shares issued, and includes this amount. 

Profit and loss account

Includes all current and prior period retained profits and losses. 


26.


PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £48,307 (2021: £32,080). Contributions totalling £10,633 (2021: £8,775) were payable to the fund at the reporting date and are included in creditors.


27.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2022
2021
£
£

Not later than 1 year
654,033
453,041

Later than 1 year and not later than 5 years
1,494,529
1,368,186

2,148,562
1,821,227

Operating leases relate to warehouses, offices and vehicles held in the subsidiary companies. 


28.DIRECTORS' PERSONAL GUARANTEES

Two directors have provided personal guarantees of £50,000 each as security in respect of loan 2 disclosed in Note 22. Following the repayment of loan 2, the two directors provided personal guarantees of £50,000 each as security in respect of the invoice financing facility disclosed in Note 20.

Page 35


TSD HOLDING LIMITED

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

29.


RELATED PARTY TRANSACTIONS

At the end of the year a balance of £307,386 was owed by (2021: £27,550 was owed to) directors in respect of their director's loan accounts. This balance is included in other debtors and has since been repaid after the year-end. 
No dividends were paid to directors in the year (2021: £395,143).
During the year, a subsidiary paid an amount of £200,000 (2021: £Nil) for consultancy services to Magic Beans Developments Limited, a company in which both directors have a controlling interest. There were no amounts outstanding to the company at the year-end (2021: £Nil).  


30.


CONTROLLING PARTY

During the financial year, the Directors were the ultimate controlling party. 
Post year-end, further shares were issued to a shareholder of the entity such that this entity is now the largest shareholder. However, due to the shareholding of other shareholders this entity is not the controlling party for accounts disclosure. 

Page 36


TSD HOLDING LIMITED

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

31.



SUBSIDIARY UNDERTAKINGS





The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Aquamare Marine Limited
Unit 2 East Way, Lee Mill Industrial Estate, Ivybridge, England, PL21 9GE
Ordinary
100%
DC Marine Developments Limited
Unit 3, Langage South Road, Langage South Business Park, Plymouth, United Kingdom, PL7 5FL
Ordinary
100%
Aquamare Marine USA
2025 SW 20th St Suite 102, Fort Lauderdale, FL 33315, Stati Uniti
Ordinary
100%
Aquamare Marine Europe S.A.S
Port Marina Baie Des Anges, 06270 Villeneuve-Loubet, Francia
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2022 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Aquamare Marine Limited
1,135,539
723,772

DC Marine Developments Limited
(127,364)
(127,464)

Aquamare Marine USA
(85,423)
(347,354)

Aquamare Marine Europe S.A.S
(35,631)
(35,631)

 
Page 37