Company registration number 07078648 (England and Wales)
THISTLE INITIATIVES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
PAGES FOR FILING WITH REGISTRAR
THISTLE INITIATIVES LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
THISTLE INITIATIVES LIMITED
BALANCE SHEET
AS AT
31 MARCH 2023
31 March 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
5
22,523
14,553
Investments
6
5,633,516
253,532
5,656,039
268,085
Current assets
Debtors
7
2,310,657
1,200,256
Cash at bank and in hand
1,577,751
2,064,720
3,888,408
3,264,976
Creditors: amounts falling due within one year
8
(4,665,725)
(1,120,946)
Net current (liabilities)/assets
(777,317)
2,144,030
Total assets less current liabilities
4,878,722
2,412,115
Creditors: amounts falling due after more than one year
9
(1,955,319)
Provisions for liabilities
10
(5,631)
(3,638)
Net assets
2,917,772
2,408,477
Capital and reserves
Called up share capital
10,000
10,000
Share premium account
417,487
417,487
Profit and loss reserves
2,490,285
1,980,990
Total equity
2,917,772
2,408,477
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 7 March 2024 and are signed on its behalf by:
J M Dingwall
M G Bellenger
Director
Director
Company registration number 07078648 (England and Wales)
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
- 2 -
1
Accounting policies
Company information
Thistle Initiatives Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4 St. Paul's Churchyard, London, England, EC4M 8AY.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The company has net current liabilities of £777,317 at the year-end. This is solely attributable to amounts due to group undertakings of £3,717,822 shown as current liabilities.
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and that it remains appropriate to continue to adopt the going concern basis in preparing the annual report and financial statements.
The Company’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company is able to operate comfortably within the level of its current working capital. Given the current demand for its services at the date of this report, the assumptions in these sensitivities, when taking into account the factors set out above, are considered to be highly unlikely to lead to any funding issues.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
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 contracts for the provision of professional services 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.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 3 -
Amortisation 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:
Development Costs
33% on cost
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
33% on cost and 15% on reducing balance
Computer equipment
33% on cost and 15% on reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 4 -
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.
1.8
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.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company 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 company.
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 5 -
1.11
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
1
Accounting policies
(Continued)
- 6 -
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.17
Software development costs
Expenditure on software development is prepaid until such time that the software is completed, tested and readily marketable. The prepaid development costs are then written off over the useful economic life of the developed software only where the expected economic benefit can be reliably estimated to exceed the initial development expenditure. In all other cases, software development costs are written off in the year in which they occur.
1.18
Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the profit and loss account in the period to which they relate.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
41
35
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 7 -
4
Intangible fixed assets
Other
£
Cost
At 1 April 2022 and 31 March 2023
230,394
Amortisation and impairment
At 1 April 2022 and 31 March 2023
230,394
Carrying amount
At 31 March 2023
At 31 March 2022
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2022
162,178
Additions
20,198
At 31 March 2023
182,376
Depreciation and impairment
At 1 April 2022
147,625
Depreciation charged in the year
12,228
At 31 March 2023
159,853
Carrying amount
At 31 March 2023
22,523
At 31 March 2022
14,553
6
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
5,633,516
253,532
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
6
Fixed asset investments
(Continued)
- 8 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2022
253,532
Additions
5,633,515
Disposals
(253,531)
At 31 March 2023
5,633,516
Carrying amount
At 31 March 2023
5,633,516
At 31 March 2022
253,532
Resolution Compliance Limited, a wholly owned subsidiary, was disposed of in the year due to a change in ownership from Thistle Initiatives Limited to James Dingwall, a director of the entity.
ATEB Business Solutions Limited and ATEB IT Solutions Limited were acquired in the year as wholly owned subsidiaries. They are held in the accounts at their fair value, being the consideration paid to acquire their share capital.
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,550,656
689,109
Gross amounts owed by contract customers
439,790
140,268
Other debtors
112,995
106,022
Prepayments and accrued income
207,216
264,857
2,310,657
1,200,256
8
Creditors: amounts falling due within one year
2023
2022
£
£
Obligations under finance leases
10,348
Trade creditors
175,407
123,646
Amounts owed to group undertakings
3,717,822
59,163
Corporation tax
25,518
310,074
Other taxation and social security
384,017
277,594
Other creditors
19,235
23,615
Accruals and deferred income
343,726
316,506
4,665,725
1,120,946
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 9 -
9
Creditors: amounts falling due after more than one year
2023
2022
£
£
Amounts owed to group undertakings
1,955,319
Amounts due to group undertakings of £1,955,319 represents the value of loan notes and accrued interest payable to the company's immediate parent undertaking,Thistle Initiatives Holdings Limited. The maturity date is the earlier of an exit event or the eighth anniversary of the issue date.
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
1,955,319
-
10
Provisions for liabilities
2023
2022
£
£
Deferred tax liabilities
5,631
3,638
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Sarf Malik
Statutory Auditor:
Goodman Jones LLP
12
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
999,145
1,157,557
THISTLE INITIATIVES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023
- 10 -
13
Prior period adjustment
The comparative information has been amended to provide for a bad debt of £545,594 in relation to an amount due to the company by a wholly owned subsidiary undertaking. In addition the tax charge in the income statement has been increased by £93,200 to reflect compensation to the same undertaking for the receipt of a tax loss surrender. The opening reserves for the current period have been adjusted as a consequence.
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Mar 2022
£
£
£
Current assets
Debtors due within one year
1,839,050
(638,794)
1,200,256
Capital and reserves
Profit and loss reserves
2,619,784
(638,794)
1,980,990
Reconciliation of changes in equity
1 April
31 March
2021
2022
£
£
Adjustments to prior year
Amounts written off group debts
-
(545,594)
Increase in tax on profit
-
(93,200)
Total adjustments
-
(638,794)
Equity as previously reported
2,323,041
3,047,271
Equity as adjusted
2,323,041
2,408,477
Analysis of the effect upon equity
Profit and loss reserves
-
(638,794)
2023-03-312022-04-01false07 March 2024CCH SoftwareCCH Accounts Production 2023.300No description of principal activityThis audit opinion is unqualifiedJ M DingwallM G BellengerS E LongA Paschalisfalse070786482022-04-012023-03-31070786482023-03-31070786482022-03-3107078648core:OtherPropertyPlantEquipment2023-03-3107078648core:OtherPropertyPlantEquipment2022-03-3107078648core:CurrentFinancialInstrumentscore:WithinOneYear2023-03-3107078648core:CurrentFinancialInstrumentscore:WithinOneYear2022-03-3107078648core:Non-currentFinancialInstrumentscore:AfterOneYear2023-03-3107078648core:Non-currentFinancialInstrumentscore:AfterOneYear2022-03-3107078648core:CurrentFinancialInstruments2023-03-3107078648core:CurrentFinancialInstruments2022-03-3107078648core:ShareCapital2023-03-3107078648core:ShareCapital2022-03-3107078648core:SharePremium2023-03-3107078648core:SharePremium2022-03-3107078648core:RetainedEarningsAccumulatedLosses2023-03-3107078648core:RetainedEarningsAccumulatedLosses2022-03-3107078648bus:Director12022-04-012023-03-3107078648bus:Director22022-04-012023-03-3107078648core:IntangibleAssetsOtherThanGoodwill2022-04-012023-03-3107078648core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-04-012023-03-3107078648core:FurnitureFittings2022-04-012023-03-3107078648core:ComputerEquipment2022-04-012023-03-31070786482021-04-012022-03-3107078648core:IntangibleAssetsOtherThanGoodwill2022-03-3107078648core:IntangibleAssetsOtherThanGoodwill2023-03-3107078648core:IntangibleAssetsOtherThanGoodwill2022-03-3107078648core:OtherPropertyPlantEquipment2022-03-3107078648core:OtherPropertyPlantEquipment2022-04-012023-03-3107078648core:Non-currentFinancialInstruments2023-03-3107078648core:Non-currentFinancialInstruments2022-03-3107078648bus:PrivateLimitedCompanyLtd2022-04-012023-03-3107078648bus:SmallCompaniesRegimeForAccounts2022-04-012023-03-3107078648bus:FRS1022022-04-012023-03-3107078648bus:Audited2022-04-012023-03-3107078648bus:Director32022-04-012023-03-3107078648bus:Director42022-04-012023-03-3107078648bus:FullAccounts2022-04-012023-03-31xbrli:purexbrli:sharesiso4217:GBP