Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2022
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TR TECHNOLOGIES LIMITED
COMPANY INFORMATION
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TR TECHNOLOGIES LIMITED
CONTENTS
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TR TECHNOLOGIES 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.
In assessing the Company's ability to continue as a going concern, the directors have considered the liquidity position and reviewed cash flow forecasts and projections covering the period to December 2025. They have reasonable expectation that the company has adequate financial resources to continue in operational existence for the foreseeable future.
During the year the company made a loss of £3.9m (2021: £2.7m) and had net liabilities of £11.5m (2021: £7.6m) as at the balance sheet date. As detailed in note 13, the Company entered into a novation agreement with a fellow subsidiary, Talkremit Limited, and Dahabshiil Group Holdings Ltd, a related entity. The outcome of this agreement is that the Company has taken on all the liabilities due to Dahabshiil Group Holdings Ltd from Talkremit Limited. The amounts due to Dahabshiil Group Holdings Ltd at the time of this novation agreement was £21.5m . In February 2024, the Company entered into a formal interest free lending facility with Dahabshiil Group Holdings Ltd with no specified repayment terms. The facility can be used to provide financing relating to expansion and capital expenditure for an amount of up to $3.5m in the 2024 financial year. This limit is based on the agreed annual budgeted spend and the directors expect that this facility will be renewed in 2025, albeit at a reduced amount, once the 2025 budget has been prepared and approved. The Company is operating within this limit at the time of approval of the 2022 financial statements. The Company has the support of its parent company, the ultimate controlling party, and Dahabshiil Group Holdings Ltd, which has provided the vast majority of the group's funding to date. Dahabshiil Group Holdings Ltd has confirmed in writing that it will not require repayment of the debt until the company has the resources to repay it and has confirmed in writing its ongoing support for a period of 12 months from the date the financial statements are signed. Since the year end, Dahabshiil has provided further funding of $5.9m. This demonstrates the ongoing intention and support by Dahabshiil for the foreseeable future. Since the year end the Company has continued to make losses, however, in recent months, the Group overall has increased its volumes of trade, resulting in the Group generating positive cash flows on a monthly basis. The Group overall is expecting to break even in 2024 and does not require the financing for day to day working capital requirements in relation to its operations. As a result, the directors believe that the Company is well placed to manage its business risks successfully and meet its liabilities as they fall due. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
The directors who served during the year were:
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TR TECHNOLOGIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 Company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
On 14 February 2024, with effect from 22 December 2023, the debt due to a fellow group company, Talkremit Limited, included in amounts owed to group undertakings above, was fully set off following a novation agreement to take on Talkremit Ltd's debt of £21.5m to Dahabshiil Group Holdings Ltd, a related company who has provided the vast majority of group funding to date.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on
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TR TECHNOLOGIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TR TECHNOLOGIES LIMITED
We have audited the financial statements of TR Technologies Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of 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).
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 Company 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.
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 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.
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 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.
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TR TECHNOLOGIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TR TECHNOLOGIES LIMITED (CONTINUED)
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
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 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
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TR TECHNOLOGIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TR TECHNOLOGIES LIMITED (CONTINUED)
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations, 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, corporation tax, payroll tax and sales tax. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included: • Inspecting correspondence with regulators and tax authorities; • Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud; • Evaluating management’s controls designed to prevent and detect irregularities; • Identifying and testing accounting journal entries, in particular those journal entries which greatly impact profit and those which exhibited the characteristics we had identified as possible indicators of irregularities; and • Challenging assumptions and judgements made by management in their critical accounting estimates
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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 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.
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TR TECHNOLOGIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TR TECHNOLOGIES LIMITED (CONTINUED)
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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TR TECHNOLOGIES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
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TR TECHNOLOGIES LIMITED
REGISTERED NUMBER: 10334298
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 10 to 18 form part of these financial statements.
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TR TECHNOLOGIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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TR TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
TR Technologies Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10334298. The registered office and principal place of business is 20 Eastbourne Terrace, Eastbourne Terrace, London, England, W2 6LG.
The principal activity is the provision of business and software development.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
In assessing the Company's ability to continue as a going concern, the directors have considered the liquidity position and reviewed cash flow forecasts and projections covering the period to December 2025. They have reasonable expectation that the company has adequate financial resources to continue in operational existence for the foreseeable future. During the year the company made a loss of £3.9m (2021: £2.7m) and had net liabilities of £11.5m (2021: £7.6m) as at the balance sheet date.
As detailed in note 13, the Company entered into a novation agreement with a fellow subsidiary, Talkremit Limited, and Dahabshiil Group Holdings Ltd, a related entity. The outcome of this agreement is that the Company has taken on all the liabilities due to Dahabshiil Group Holdings Ltd from Talkremit Limited. The amounts due to Dahabshiil Group Holdings Ltd at the time of this novation agreement was £21.5m . In February 2024, the Company entered into a formal interest free lending facility with Dahabshiil Group Holdings Ltd with no specified repayment terms. The facility can be used to provide financing relating to expansion and capital expenditure for an amount of up to $3.5m in the 2024 financial year. This limit is based on the agreed annual budgeted spend and the directors expect that this facility will be renewed in 2025, albeit at a reduced amount, once the 2025 budget has been prepared and approved. The Company is operating within this limit at the time of approval of the 2022 financial statements. The Company has the support of its parent company, the ultimate controlling party, and Dahabshiil Group Holdings Ltd, which has provided the vast majority of the group's funding to date. Dahabshiil Group Holdings Ltd has confirmed in writing that it will not require repayment of the debt until the company has the resources to repay it and has confirmed in writing its ongoing support for a period of 12 months from the date the financial statements are signed. Since the year end, Dahabshiil has provided further funding of $5.9m. This demonstrates the ongoing intention and support by Dahabshiil for the foreseeable future. Since the year end the Company has continued to make losses, however, in recent months, the Group overall has increased its volumes of trade, resulting in the Group generating positive cash flows on a monthly basis. The Group overall is expecting to break even in 2024 and does not require the financing for day to day working capital requirements in relation to its operations. As a result, the directors believe that the Company is well placed to manage its business risks
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TR TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
successfully and meet its liabilities as they fall due. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Functional and presentation currency
Transactions and balances
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TR TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
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.
Intangible assets consist of development expenditure. The amortisation policy used by management is based on 10% - 20% straight line. The expenditure incurred relates to a combination of the core infrstrastructure costs as well as developing the underlying architecture to build for scale and growth. There is also a small amount of updates and improvements made to existing assets. The useful life has been determined by management as being 5 - 10 years depending on the type of spend incurred. The majority of the spend does relate to core infrastructure costs, which is written off over 10 years, and the small spend on updates and improvements is written off over 5 years.
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TR TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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:
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.
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TR TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Management consider the following to be any key sources of estimation uncertainty or significant judgement areas. Development expenditure Development expenditure is recognised at cost and subsequently amortised over its useful economic life of 5 to 10 years. Management reconsiders the useful economic life at each balance sheet date and if it has changed, will prospectively alter the rate at which the Development expenditure is written down. The expenditure incurred relates to a combination of the core infrstrastructure costs and developing the underlying architecture to build for scale and growth. There is also a small amount of updates and improvements made to existing assets. Judgement is applied by management and an element of estimation uncertainty exists in relation to the allocation of time spent by staff and developers between core infrastructure and ongoing updates and improvements to existing assets. Management expect the spend relating to core infrastructure and development to be long lasting, and therefore are amortising the spend over a longer period than any ongoing updates and improvements which are amortised over a shorter period. The majority of the spend year on year relates to the core infrastructure spend and is therefore amortised over a longer period. Management also consider whether there are any indicators of impairment at the balance sheet date, and if so, will consider whether the recoverable amount is less than the carrying value. Management have prepared and reviewed forecasts and anticipate that significant profits will be generated from the asset in the forseeable future and have therefore not impaired any of the balance.
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TR TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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TR TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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TR TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
During the year there was an error identified relating to the calculation of net expenditure being met on behalf of a fellow group undertaking for the period ended 31 December 2021. Amounts accrued in 2022 related to the prior period and therefore should have been included as amounts payable in the prior year. The adjustment required was for £215,950, which was an decrease in expenditure and liabilities as at 31 December 2021.
Furthermore, there have been some errors noted relating to the classification of items within debtors and creditors year on year, which have been rectified in the current year. This has no impact on the P&L and no impact to net assets, although both debtors and creditors reduced by £1,196,497 as at 31 December 2021.
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TR TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Talkremit Group Holdings Limited, which is registered in England and Wales, registered address 20 Eastbourne Terrace Eastbourne Terrace, London, England, W2 6LG, was the company's parent and ultimate parent undertaking at 31 December 2022. Talkremit Group Holdings Limited is the largest group these results are consolidated in.
The ultimate controlling party is deemed to be Saeed Dualeh who owns 100% of the share capital of Talkremit Group Holdings Limited.
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