Company registration number 14426688 (England and Wales)
TELFORD MANN GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
TELFORD MANN GROUP LIMITED
COMPANY INFORMATION
Directors
J Mann
J Telford
A Fearon
R Mcdonald
D Sharp
Company number
14426688
Registered office
Ironstone Place
Kettering
Northamptonshire
United Kingdom
NN14 1FN
Auditor
Goodman Jones LLP
29/30 Fitzroy Square
London
W1T 6LQ
Business address
Ironstone Place
Kettering
Northamptonshire
United Kingdom
NN14 1FN
TELFORD MANN GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 29
TELFORD MANN GROUP LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 1 -

The directors present the strategic report for the period ended 30 September 2023.

Fair review of the business and future developments

The group was formed on 19th December 2022 as part of a wider group reconstruction. Telford Mann Group Limited itself is a non-trading holding company.

The only trading company of the business is Telford Mann Limited, a Financial Adviser which was incorporated in 1988 and has a long and successful trading history. The comments below relate primarily to the full year’s performance of Telford Mann Limited to 30th September 2023, though the trading figures included in the Financial Statements are of course only from 19th December.

The directors are pleased with the financial performance of the business which has produced Fee Income in excess of that achieved in 2022 in spite of a flat UK economy.

 

Trail Fees are up by 14.7% compared to 2022 whilst Initial Fee income has dropped by 7.1%.

 

The Directors are particularly pleased that investor portfolios were managed carefully during the year and total Assets Under Management has increased.

 

The Directors are pleased to report a full year’s pre-tax profit for the subsidiary of £2.691m against £2.036m in 2022, a healthy increase of 32%.

 

The results achieved in 2023 give the Director’s confidence that the company and the group remains in a very good position to continue trading profitably for the coming year.

Principal risks and uncertainties

The directors consider that the only significant risks and uncertainties affecting the business of the trading subsidiary are those concerned with Financial Regulation issues.

 

On the one hand the company must meet with all its regulatory and compliance requirements as imposed by law and monitored by the FCA. Failure to do so would not only incur financial penalty, but also generate adverse publicity which would impact on client confidence and therefore business. The company takes its regulatory duties extremely seriously, led principally by the Operations Director Jilly Mann.

 

On the other hand, business levels could in theory be impacted upon by changes in legislation affecting the way in which Financial Services are conducted in the UK. Reacting to any major shift in legislation is beyond the company's control, but the policy of the company is always to be aware of potential changes and plan for these well ahead of time.

Key performance indicators

The key performance indicators for the subsidiary trading company are twofold: -

 

Initial Fees received which can fluctuate according to market conditions, derived from advisory services to clients. Initial Fees this year were £845k, £60k down against 2022 but still healthy in a year when the markets economy have seen investor confidence dip.

 

Trail Fees are the major source of income, derived from the Discretionary Fund Management business which underpins the company's activities. Trail Fees were £9,434k, increased by 14.76% compared to 2022 which the Directors are very pleased with.

TELFORD MANN GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 2 -
Other information and explanations

S172 Comments

The Company carries the names of the two Executive Directors and as such the legacy of Telford Mann Limited is very important to them, and in particular how this affects the key stakeholders, which comprise our clients and staff.

The Directors wish the company to maintain a reputation for excellent service to its clients with strong performance of the financial products offered and the funds managed on behalf of clients.

Staff development and training is considered a key part of maintaining this reputation and performance.

The Company remains relatively small, operating out of one office, so its impact on the local community is minimal, but wherever possible Telford Mann Limited engages in sustainable and environmentally friendly activities in the running of the business.

Other

The Directors are pleased to report that on 21st November 2023 the entire share capital of Telford Mann Group Limited was acquired by Titan Financial Planning Limited.

 

On behalf of the board

J Mann
Director
28 February 2024
TELFORD MANN GROUP LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 3 -

The directors present their annual report and financial statements for the period ended 30 September 2023.

Principal activities

The principal activity of the group was that of the provision of financial services.

Results and dividends

The results for the period are set out on page 9.

There were no ordinary dividends paid in the period.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

J Mann
(Appointed 18 October 2022)
J Telford
(Appointed 18 October 2022)
A Fearon
(Appointed 21 November 2023)
R Mcdonald
(Appointed 21 November 2023)
D Sharp
(Appointed 21 November 2023)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Financial instruments

The group uses various financial instruments which include cash balances and various other items, such as trade debtors and trade creditors which arise directly from its operations. The main risks arising from the group's financial instruments are credit risk and liquidity risk. The directors review and agree policies for managing each of these risks, which are summarised below

 

Liquidity risk

The group seeks to manage liquidity risk by ensuring sufficient liquidity is available within the company to meet foreseeable needs and to invest cash assets safely and profitably.

The group has been able to meet its working capital requirements throughout the year under review.

Credit risk

The company's principal financial assets are cash and trade debtors.

 

The credit risk associated with cash is limited as the bank have high credit ratings assigned by international credit rating agencies. The principal credit risk arises therefore from the company's trade debtors.

 

The credit risk associated with trade debtors is considered to be low as the trade debtors are predominantly financial institutions and the debt relates to fees due to the company through acting as a financial intermediary for those institutions. There is always the risk that the customer will cancel their policy, which would result in trade debts being cancelled or amounts previously received requiring payment. However, the company's customer base is large and there is no reliance on a single customer. As such the risk associated with the cancelation of polices is considered to be low.

Auditor

Goodman Jones LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

 

TELFORD MANN GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out the following information in the company's Strategic Report which would otherwise be required to be contained in the Director's Report.true

· Review of business

· Principal risks and uncertainties

· Key performance indicators

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Going concern

The directors have reviewed their forecast and consider that they have adequate resources to meet FCA capital requirements and future working capital requirements.

On behalf of the board
J Mann
Director
28 February 2024
TELFORD MANN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TELFORD MANN GROUP LIMITED
- 5 -
Opinion

We have audited the financial statements of Telford Mann Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

· give a true and fair view of the state of the group and parent company's affairs as at 30 September 2023 and of its 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 group and parent 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

TELFORD MANN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TELFORD MANN GROUP LIMITED
- 6 -

Other information

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

Opinions on other matters prescribed by the Companies Act 2006

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

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 their environment obtained in the course of the audit, we have not identified material misstatements in the 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:

Responsibilities of directors

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 parent company or to cease operations, or have no realistic alternative but to do so.

TELFORD MANN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TELFORD MANN GROUP LIMITED
- 7 -
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements .

 

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

 

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial

statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out . These procedures included:

 

 

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.

 

There are inherent limitations in the audit procedures described above. The further removed instances of noncompliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

 

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

TELFORD MANN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TELFORD MANN GROUP LIMITED
- 8 -

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.

Esther Wood (Senior Statutory Auditor)
For and on behalf of Goodman Jones LLP
28 February 2024
Chartered Accountants
Statutory Auditor
29/30 Fitzroy Square
London
W1T 6LQ
TELFORD MANN GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 9 -
Period
ended
30 September
2023
Notes
£
Turnover
3
8,026,894
Administrative expenses
(5,998,503)
Other operating income
15,762
Operating profit
4
2,044,153
Interest receivable and similar income
8
42,483
Interest payable and similar expenses
9
(708)
Amounts written off investments
10
15,330
Profit before taxation
2,101,258
Tax on profit
11
(467,253)
Profit for the financial period
1,634,005
Profit for the financial period is all attributable to the owners of the parent company.
TELFORD MANN GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 10 -
Period
ended
30 September
2023
£
Profit for the period
1,634,005
Other comprehensive income
-
Total comprehensive income for the period
1,634,005
Profit for the financial period is all attributable to the owners of the parent company.
TELFORD MANN GROUP LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2023
30 September 2023
- 11 -
2023
Notes
£
£
Fixed assets
Tangible assets
12
201,801
Current assets
Debtors
15
4,108,800
Cash at bank and in hand
4,551,353
8,660,153
Creditors: amounts falling due within one year
16
(1,442,420)
Net current assets
7,217,733
Total assets less current liabilities
7,419,534
Provisions for liabilities
Deferred tax liability
18
49,595
(49,595)
Net assets
7,369,939
Capital and reserves
Called up share capital
20
17,628
Share premium account
5,718,306
Profit and loss reserves
1,634,005
Total equity
7,369,939
The financial statements were approved by the board of directors and authorised for issue on 28 February 2024 and are signed on its behalf by:
28 February 2024
J Mann
Director
Company registration number 14426688 (England and Wales)
TELFORD MANN GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2023
30 September 2023
- 12 -
2023
Notes
£
£
Fixed assets
Investments
13
5,735,934
Capital and reserves
Called up share capital
20
17,628
Share premium account
5,718,306
Total equity
5,735,934

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0.

The financial statements were approved by the board of directors and authorised for issue on 28 February 2024 and are signed on its behalf by:
28 February 2024
J Mann
Director
Company registration number 14426688 (England and Wales)
TELFORD MANN GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 18 October 2022
-
-
-
-
Period ended 30 September 2023:
Profit and total comprehensive income
-
-
1,634,005
1,634,005
Issue of share capital
20
17,628
-
0
-
17,628
Other movements
-
5,718,306
-
5,718,306
Balance at 30 September 2023
17,628
5,718,306
1,634,005
7,369,939
TELFORD MANN GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 14 -
Share capital
Share premium account
Total
Notes
£
£
£
Balance at 18 October 2022
-
-
-
Period ended 30 September 2023:
Profit and total comprehensive income
-
-
-
0
Issue of share capital
20
17,628
-
0
17,628
Other movements
-
5,718,306
5,718,306
Balance at 30 September 2023
17,628
5,718,306
5,735,934
TELFORD MANN GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 15 -
2023
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(1,160,602)
Interest paid
(708)
Income taxes paid
(153,841)
Net cash outflow from operating activities
(1,315,151)
Investing activities
Purchase of business
5,817,133
Purchase of tangible fixed assets
131,975
Cash on acquisition of subsidiary
5,545,517
Purchase of investments
50,000
Proceeds from disposal of investments
15,330
Interest received
42,483
Net cash generated from/(used in) investing activities
11,602,438
Financing activities
Proceeds from issue of shares
(5,735,934)
Net cash used in financing activities
(5,735,934)
Net increase in cash and cash equivalents
4,551,353
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
4,551,353
TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 16 -
1
Accounting policies
Company information

Telford Mann Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ironstone Place, Kettering, United Kingdom, NN14 1FN.

The group consists of Telford Mann Group Limited and all of its subsidiaries.

1.1
Reporting period

The parent entity was incorporated on 18th October 2022, as such the reporting period is between 18th October 2022 and 30th September 2023, with no comparative information.

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.

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.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Telford Mann Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 September 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 17 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover includes commission income and fund management fees. It is stated net of value added tax.

Commission income is recognised on a right to consideration basis and is stated net of any clawbacks arising in the period.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the lease term
Fixtures and fittings
15% on reducing balance
Computers
25% on cost

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 recognised in the profit and loss account.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.9
Impairment of fixed assets

At each reporting period end date, the group 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

1.10
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.

1.11
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

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.

TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group 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.

TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
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 group’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 if, and only if, there is 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.

TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.14
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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
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 leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are 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
Turnover and other revenue
2023
£
Turnover analysed by class of business
Initial commissions
660,470
Trail Fees
7,366,424
8,026,894
2023
£
Other revenue
Interest income
42,483
TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 22 -
4
Operating profit
2023
£
Operating profit for the period is stated after charging:
Depreciation of owned tangible fixed assets
48,213
Loss on disposal of tangible fixed assets
1
Operating lease charges
135,980
5
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the company's subsidiaries
9,199
For other services
Taxation compliance services
690
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2023
2023
Number
Number
36
5

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
1,872,515
-
0
Social security costs
252,113
-
Pension costs
168,813
-
0
2,293,441
-
0
TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 23 -
7
Directors' remuneration
2023
£
Remuneration for qualifying services
59,526
Company pension contributions to defined contribution schemes
92,055
151,581

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2.

8
Interest receivable and similar income
2023
£
Interest income
Interest on bank deposits
42,483
2023
Investment income includes the following:
£
Interest on financial assets not measured at fair value through profit or loss
42,483
9
Interest payable and similar expenses
2023
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
708
10
Amounts written off investments
2023
£
Amounts written back to investments held at fair value
15,330
11
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
467,469
Deferred tax
Origination and reversal of timing differences
(216)
Total tax charge
467,253
TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
11
Taxation
(Continued)
- 24 -

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

2023
£
Profit before taxation
2,101,258
Expected tax charge based on the standard rate of corporation tax in the UK of 22.00%
462,277
Tax effect of expenses that are not deductible in determining taxable profit
21,189
Permanent capital allowances in excess of depreciation
(13,238)
(216)
(2,759)
Taxation charge
467,253
12
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 18 October 2022
11,556
408,342
288,453
708,351
Additions
-
0
39,809
19,789
59,598
At 30 September 2023
11,556
448,151
308,242
767,949
Depreciation and impairment
At 18 October 2022
10,367
238,239
269,329
517,935
Depreciation charged in the period
367
31,957
15,889
48,213
At 30 September 2023
10,734
270,196
285,218
566,148
Carrying amount
At 30 September 2023
822
177,955
23,024
201,801
13
Fixed asset investments
Group
Company
2023
2023
Notes
£
£
Investments in subsidiaries
14
-
0
5,735,934
TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
13
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 18 October 2022
-
Additions
5,735,934
At 30 September 2023
5,735,934
Carrying amount
At 30 September 2023
5,735,934
14
Subsidiaries

Details of the company's subsidiaries at 30 September 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Telford Mann Investment Management Limited
United Kingdom
Ordinary
100.00
Telford Mann Limited
United Kingdom
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit
£
£
Telford Mann Investment Management Limited
50,000
Telford Mann Limited
7,369,939
2,092,673
15
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
812,440
-
0
Other debtors
3,016,879
-
0
Prepayments and accrued income
279,481
-
0
4,108,800
-
TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 26 -
16
Creditors: amounts falling due within one year
Group
Company
2023
2023
£
£
Trade creditors
143,666
-
0
Corporation tax payable
313,689
-
0
Other taxation and social security
194,768
-
Other creditors
200
-
0
Accruals and deferred income
790,097
-
0
1,442,420
-
0
17
Contingent Liabilities

The maximum potential liability at the year end for clawback of indemnity commission is considered to be £2,818.

 

During the period, the potential financial liability in respect of rectification costs to clients relating to transfer of British Steel Pension funds carried out since 2015, has completed the review by the FCA. The final redress payment was 21,875, which was paid post year end at 13/10/2023.

18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2023
Group
£
Accelerated capital allowances
49,595
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the period:
£
£
Asset at 18 October 2022
-
-
Credit to profit or loss
(216)
-
Other
49,811
-
Liability at 30 September 2023
49,595
-

 

TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 27 -
19
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
168,813

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Ordinary of 10p each of 10p each
176,282
17,628
21
Acquisition of a business

On 20 December 2022 the group acquired 100% percent of the issued capital of Telford Mann Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
191,573
-
191,573
Investments
50,000
-
50,000
Trade and other receivables
1,583,503
-
1,583,503
Cash and cash equivalents
5,817,133
-
5,817,133
Trade and other payables
(1,856,403)
-
(1,856,403)
Deferred tax
(49,872)
-
(49,872)
Total identifiable net assets
5,735,934
-
5,735,934
Goodwill
-
Total consideration
5,735,934
The consideration was satisfied by:
£
Issue of shares
5,735,934
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
8,026,894
Profit after tax
1,634,005
TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 28 -
22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2023
£
£
Within one year
172,450
-
Between two and five years
677,526
-
In over five years
1,047,150
-
1,897,126
-
23
Related party transactions

The partnership of Moore is considered to be a related party by the directors as some of the partners are related to the shareholders of the group.

 

Overhead expenditure amounting to £22,378 has been recharged to the group by Moore. Included within this overhead expenditure is rent of £16,647. There is a lease agreement in place for 17 years from 18 February 2009.

 

In addition, the group was charged Management charges amounting to £1,534 by the partnership.

 

An amount of £3,704 due to Moore remains unpaid at the period end. Of this balance £Nil is included in accruals and £3,704 is included in creditors.

 

Management fee of £8,822 was charged by Huxloe Logistics Ltd, a company in which A C Urquhart is also a director.

 

An amount of £4,800 due to Huxloe Logistics Ltd remains unpaid at the period end.

 

Telford Mann Limited owed £50,000 to its subsidiary, Telford Mann Wealth Management Limited.

 

The group was owed £3,000,000 from Aquila Lakes & Lodges Limited, a company in which Jon Telford and Jilly Mann are also directors and owners.

 

The group owes £393,187 to Aquila Land Holding Limited (previously Telford Mann Holdings Limited), a company in which Jon Telford and Jilly Mann are also directors and owners. The following transactions took place with Aquila Land Holding Limited.

 

 

Other transactions relate to SAYE allotments and Director fees

 

During the period, the group paid £1,534 to Fred Murphy, regarding Directors Consultancy fees.

 

 

TELFORD MANN GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 29 -
24
Cash absorbed by group operations
2023
£
Profit for the period after tax
1,634,005
Adjustments for:
Taxation charged
467,253
Finance costs
708
Investment income
(42,483)
Depreciation and impairment of tangible fixed assets
48,213
Other gains and losses
(15,330)
Movements in working capital:
Increase in debtors
(2,525,297)
Decrease in creditors
(727,672)
Cash absorbed by operations
(1,160,603)
25
Analysis of changes in net funds - group
18 October 2022
Cash flows
30 September 2023
£
£
£
Cash at bank and in hand
-
4,551,353
4,551,353
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