Registered number: 14518845
TAIT MENA Holdings Limited
Annual Report and Financial Statements
For the Period Ended 31 December 2023
|
TAIT MENA Holdings Limited
Company Information
|
M H Keeling (appointed 1 December 2022)
|
|
C H Lau (appointed 1 December 2022)
|
|
A Rashmani (appointed 1 December 2022)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
168 Shoreditch High Street
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditor
|
|
|
|
168 Shoreditch High Street
|
|
|
|
|
|
|
|
|
|
TAIT MENA Holdings Limited
Contents
|
|
|
|
|
|
Independent Auditors' Report
|
|
Consolidated Profit and Loss Account
|
|
Consolidated Statement of Comprehensive Income
|
|
Consolidated Balance Sheet
|
|
|
|
Consolidated Statement of Changes in Equity
|
|
Company Statement of Changes in Equity
|
|
Consolidated Statement of Cash Flows
|
|
Notes to the Financial Statements
|
|
|
TAIT MENA Holdings Limited
Group Strategic Report
For the Period Ended 31 December 2023
The directors are pleased to present their Strategic Report for the period ending 31 December 2023. The directors aim to present a balanced and comprehensive review of the development and performance of the Group since its incorporation on 1 December 2022.
The is a member of the TAIT Towers Group, whose main headquarter is based in the US. TAIT is a market leader in designing, constructing and delivering live event solutions to the entertainment and leisure industry.
As part of a group re-organisation, during the period the company acquired group operating entities in Dubai and the Kingdom of Saudi Arabia. The principal activities of these entities are the design, manufacturing, installation and servicing of automation, engineering and rigging equipment for use in the entertainment and leisure industry.
The Group saw a growth in activity in the these territories as reflected within these financial statements.
Principal risks and uncertainties
|
The directors recognise risk is inherent in any business and seeks to manage risk in a controlled manner. The key business risks are:
Economic
The Group is subject to the same economic risks faced by all companies in the sector we operate in especially during economic downturns and there are clearly some uncertainties around the impact of inflation and global uncertainty. However, the region has in general experienced a growth in activity which helps mitigate some of this risk.
Exchange rates
The Group's trading activity is in overseas markets and in foreign currency; resulting in a high risk from fluctuations in exchange rates. These risks are managed as part of Global group policy.
Commercial
The group operates in a highly specialised marketplace bidding for a variety of major contracts bidding against world-wide competition. The group seeks to mitigate this through a) development of new products b) by continually seeking to improve its exceptional service levels to customers, and c) through retaining, training and developing a highly skilled workforce.
Liquidity
Cash and cash equivalents are maintained in various local and international banking accounts which are largely uninsured and liquidity risk is managed through contract payment milestones and intercompany payables. The Group operates with a strong cash position.
Credit
Trade debtors are managed in respect of credit and cash flow risk by a robust credit control policy. Trade creditors' liquidity risk is assessed via in house supplier assessment program and external credit agencies.
Financial
This risk is managed by the weekly reporting of the group companies' basic activities of revenues, expenditures, debtor and creditor balances that are submitted to the Group directors. In addition, the local managing directors provide business updates on the business trends. Group directors advise local management on any remedial action they are having to take to manage the financial risk items.
Financial key performance indicators
|
The Group achieved turnover of £43,882,045 which generated an operating profit of £3,939,877. EBITDA, adjusted to exclude reorganisation costs, was £4,660,950.
Page 1
|
TAIT MENA Holdings Limited
Group Strategic Report (continued)
For the Period Ended 31 December 2023
Other key performance indicators
|
The Directors monitor turnover, productivity in all manufacturing departments, contract margins and cashflow together with staff retention and cost to estimate performances.
Employee involvement
The Board of Directors place a key element of success on the Group's employees as well as invested in programmes of well-being and training opportunities for existing employees.
Future plans and post balance sheet events
The Global TAIT Group has maintained its position as market leader within the whole event market and seeks opportunities to grow its market share and customer base and to expand its operations into these and associated markets. The Group is looking to increase its activity within the Middle East region following the results for the year.
Directors' statement of compliance with duty to promote the success of the Group
|
This statement is intended by the Board of Directors to set out how they have approached and met their responsibilities under s172(1)(a) to (f) of the Companies Act 2006 in the financial year ending 31 December
2023.
Stakeholders of the Group include employees, shareholders, customers, suppliers, creditors of the business and the community in which it operates.
The directors’, both individually and collectively, consider that they have acted in good faith to promote the success of the Group for the benefit of its stakeholders as a whole (having regard to the matters set out in s172 of the Act) in the decisions taken during the period. In particular:
- To ensure the Board take account of the likely consequences of their decisions in the long term, they receive regular and timely information on all the key areas of the business including financial performance, operational matters, health & safety, environmental reports, risks and opportunities - all supported by KPIs. The Group’s performance and progress are also reviewed regularly at Board and senior management meetings.
- The Group’s employees are fundamental to the success of the business. The directors understand that it is critical to engage with and understand their views and to ensure that all employees’ interests are considered. To strengthen employee engagement, the directors promote and encourage all employees to raise any concerns or suggestions with senior management without hesitation. During the year, the Group continued to invest in its departmental resources and I.T. infrastructure to further support and enhance the working environment for its employees.
- The Group’s customers and suppliers are also fundamental to the success of the business and as a leading service provider to the entertainment industry, it is essential that the Group maintains its reputation for high quality service and high standards of business conduct. The Group strives to continually improve and strengthen its customer service for the mutual benefit of all of its stakeholders.
- The directors take environmental matters into consideration as part of their decision-making process and aim to be a responsible member of the local and wider community, minimising the Group’s impact on the environment wherever possible.
- The directors’ intentions are to behave responsibly toward all stakeholders and treat them fairly and equally, so that they all benefit from the long-term success of the Group.
The directors’ have overall responsibility for determining the Company and the Group’s purpose, values and strategy and ensuring high standards of governance. The primary aim of the directors’ is to promote the long-term sustainable success of the Company and Group, generating value for stakeholders and contributing to the wider society. Throughout 2024, the Board will continue to review and challenge how the Company and Group can improve engagement with its employees and other stakeholders.
Page 2
|
TAIT MENA Holdings Limited
Group Strategic Report (continued)
For the Period Ended 31 December 2023
This report was approved by the board and signed on its behalf.
Page 3
|
TAIT MENA Holdings Limited
Directors' Report
For the Period Ended 31 December 2023
The directors present their report and the financial statements for the period ended 31 December 2023.
Directors' responsibilities statement
|
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the period, after taxation, amounted to £2,837,877.
No dividends were paid during the current year.
The directors who served during the period were:
M H Keeling (appointed 1 December 2022)
|
C H Lau (appointed 1 December 2022)
|
A L Doran (appointed 1 December 2022, resigned 30 September 2023)
|
A Rashmani (appointed 1 December 2022)
|
Matters covered in the Group Strategic Report
|
The directors have prepared a separate Strategic Report incorporating post balance sheet events, future developments and consideration of the Group's customers, suppliers and employees.
Page 4
|
TAIT MENA Holdings Limited
Directors' Report (continued)
For the Period Ended 31 December 2023
Disclosure of information to auditors
|
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
The auditors, Kreston Reeves LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 5
|
TAIT MENA Holdings Limited
Independent Auditors' Report to the Members of TAIT MENA Holdings Limited
We have audited the financial statements of TAIT MENA Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting 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 the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the period 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
|
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 6
|
TAIT MENA Holdings Limited
Independent Auditors' Report to the Members of TAIT MENA Holdings Limited (continued)
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.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
|
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
|
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
|
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Page 7
|
TAIT MENA Holdings Limited
Independent Auditors' Report to the Members of TAIT MENA Holdings Limited (continued)
Auditors' responsibilities for the audit of the financial statements
|
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the Group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. 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 taxation legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. 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 management bias in accounting estimates and judgemental areas of the financial statements such as the valuation of investments, goodwill and provisions, and margin recognition on long-term contracts. Audit procedures performed by the Group engagement team and component auditors included:
- Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud; and
- Assessment of identified fraud risk factors; and
- Received confirmation from members of the accounting team that they are not aware of any fraud or fraud risk factors of which we should be aware; and
- Challenging assumptions and judgements made by management in its significant accounting estimates; and
- Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
- Performing analytical procedures with automated data analytics tools to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
- Reading minutes of meetings of those charged with governance; and
- Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.
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.
Page 8
|
TAIT MENA Holdings Limited
Independent Auditors' Report to the Members of TAIT MENA Holdings Limited (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
Robert Sellers FCCA (Senior Statutory Auditor)
for and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
London
28 June 2024
Page 9
|
TAIT MENA Holdings Limited
Consolidated Profit and Loss Account
For the Period Ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial period
|
|
|
Profit for the period attributable to:
|
|
|
|
|
|
|
|
|
The notes on pages 17 to 33 form part of these financial statements.
|
Page 10
|
TAIT MENA Holdings Limited
Consolidated Statement of Comprehensive Income
For the Period Ended 31 December 2023
Profit for the financial period
|
|
|
Other comprehensive income
|
|
|
Currency translation differences
|
|
|
Total comprehensive income for the period
|
|
|
Profit for the period attributable to:
|
|
|
Owners of the parent Company
|
|
|
|
|
|
The notes on pages 17 to 33 form part of these financial statements.
|
Page 11
|
TAIT MENA Holdings Limited
Registered number: 14518845
Consolidated Balance Sheet
As at 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the parent Company
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 33 form part of these financial statements.
Page 12
|
TAIT MENA Holdings Limited
Registered number: 14518845
Company Balance Sheet
As at 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
Net current (liabilities)/assets
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 33 form part of these financial statements.
Page 13
|
TAIT MENA Holdings Limited
Consolidated Statement of Changes in Equity
For the Period Ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
Currency translation differences
|
|
|
|
|
Total comprehensive income for the period
|
|
|
|
|
Shares issued during the period
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 17 to 33 form part of these financial statements.
|
Page 14
|
TAIT MENA Holdings Limited
Company Statement of Changes in Equity
For the Period Ended 31 December 2023
|
|
|
|
|
|
Shares issued during the period
|
|
|
|
|
|
|
The notes on pages 17 to 33 form part of these financial statements.
|
Page 15
|
TAIT MENA Holdings Limited
Consolidated Statement of Cash Flows
For the Period Ended 31 December 2023
Cash flows from operating activities
|
|
Profit for the financial period
|
|
|
|
Amortisation of intangible assets
|
|
|
|
(Increase)/decrease in stocks
|
|
(Increase)/decrease in debtors
|
|
|
|
Foreign currency translation difference
|
|
Net cash generated from operating activities
|
|
|
|
Cash flows from investing activities
|
|
Purchase of tangible fixed assets
|
|
Cash inflow from business combinations
|
|
Net cash from investing activities
|
|
|
|
Net increase in cash and cash equivalents
|
|
Cash and cash equivalents at beginning of period
|
|
Cash and cash equivalents at the end of period
|
|
|
|
Cash and cash equivalents at the end of period comprise:
|
|
|
|
|
|
The notes on pages 17 to 33 form part of these financial statements.
|
Page 16
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
TAIT MENA Holdings Limited is a private company limited by shares and is incorporated in England Wales with the registration number 14518845. The companies registered office address is 2nd Floor 168 Shoreditch High Street, London, United Kingdom, E1 6RA. The company was incorporated on 1 December 2022. The principal place of business is 6299 Saif Ad Dawlah Al Hamadani, Az Zahra district, 3296, Riyadh, Kingdom of Saudi Arabia. The principal activities of the Group are that of the design, manufacture, installation, and service of automation, engineering, and rigging equipment for use in the entertainment industry.
2.Accounting policies
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
The following principal accounting policies have been applied:
|
|
Financial Reporting Standard 102 - reduced disclosure exemptions
|
The Company has taken advantage of the following disclosure exemptions in preparing its individual financial statements, as permitted by FRS 102:
• the requirements to present a statement of cash flows for the company
• the requirements of Section 33 Related Party Disclosures paragraph 33.5
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained.
Page 17
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
2.Accounting policies (continued)
In accordance with UK GAAP, the Group annually assesses whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the ability of the Group to continue as a going concern and meet its obligations as they become due for one year after the date that the consolidated financial statements are issued. This evaluation is based on relevant conditions and events that are known or reasonably knowable at this date. If substantial doubt exists, management must also assess whether there are effective plans in place to alleviate those conditions. Management has performed this evaluation through to the date of the signing of the accounts and determined that there are no conditions or events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern for one year after signing. See the Strategic Report for additional information. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
All borrowing costs are recognised in the Consolidated profit and loss account on a straight-line basis over the term of the lease.
Page 18
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Any goodwill arising from reorganisation within the group is written off in the year of the reorganisation.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 19
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
2.Accounting policies (continued)
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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, 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the
Page 20
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
2.Accounting policies (continued)
|
|
Financial instruments (continued)
|
impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Page 21
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is Great British Pounds.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
|
|
Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Page 22
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
Interest income is recognised in profit or loss using the effective interest method.
|
|
Provision for liabilities
|
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet data of the expenditure required to settle the obligation, taking into account relevant risk and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.
Increases in provisions are generally charged as an expense to profit or loss.
Page 23
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
2.Accounting policies (continued)
|
|
Current and deferred taxation
|
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgements have had the most significant impact on amounts recognised in the financial statements:
Lease commitments
The Group has entered into a range of lease commitments in respect of property, plant and equipment. The classification of these leases as either financial or operating leases requires the directors to consider whether the terms and conditions of each lease are such that the Group has acquired the risks and rewards associated with the ownership of the underlying assets.
Page 24
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
|
|
|
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All turnover is derived from the rest of the world.
|
|
|
|
The operating profit is stated after charging:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating lease rentals
|
|
|
|
|
During the period, the Group obtained the following services from the Company's auditors and their associates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
|
|
Page 25
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
|
|
|
Staff costs were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the period was as follows:
|
|
The directors of the company were remunerated by other members of the TAIT group.
|
|
|
|
|
Current tax on profits for the year
|
|
|
Origination and reversal of timing differences
|
|
Page 26
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
10.Taxation (continued)
|
Factors affecting tax charge for the period
|
|
The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 23.5%. The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5%
|
|
|
|
|
|
Higher rate taxes on overseas earnings
|
|
|
Total tax charge for the period
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
Parent company profit for the year
|
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The profit after tax of the parent Company for the period was £Nil.
Page 27
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the period on owned assets
|
|
|
|
|
|
|
|
|
|
|
Page 28
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
TAIT Stage Technologies LLC
|
Office Unit No. 913, YES Business Centre Building, Al Barsha First Dubai
|
|
|
|
TAIT Arabia Company for Entertainment Events LLC
|
6299 Saif Ad Dawlah Al Hamadani, Az Zahra district, 3296, Riyadh, Kingdom of Saudi Arabia
|
|
|
|
The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the period ended on that date for the subsidiary undertakings was as follows:
|
|
|
|
The difference between purchase price or production cost of stocks and their replacement cost is not material.
|
Page 29
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
Amounts recoverable on long-term contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
An impairment loss of £459,283 was recognised against impaired trade debtors.
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
Page 30
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
18.Deferred taxation (continued)
|
The deferred tax asset is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
10 Ordinary shares of £1.00 each
|
|
On incorporation, the company issued 10 Ordinary shares at par.
Foreign exchange reserve
This reserve comprises translation differences arising from the translation of the financial statements of the Group's foreign subsidiaries into Sterling.
Profit and loss account
This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the Group's shareholders.
Page 31
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
As part of group reorganisation the company acquired TAIT Arabia Company for Entertainment Events LLC and TAIT Stage Technologies LLC for 500,00 Saudi Riyal and 10,000 United Arab Emirates Dirham respectively.
|
Acquisition of TAIT Arabia Company for Entertainment Events LLC
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net liabilities
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
Payable to fellow subsidiary
|
|
|
Cash inflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents acquired
|
|
|
The goodwill arising on acquisition is attributable to the company acquiring companies with net liabilities.
|
|
The results of the acquired entities since acquisition are as follows:
|
|
|
|
|
Current period since acquisition
|
|
|
|
|
|
|
|
|
|
Profit for the period since acquisition
|
|
Page 32
|
TAIT MENA Holdings Limited
Notes to the Financial Statements
For the Period Ended 31 December 2023
The Group operates a defined contribution pension scheme and the pension charge represents the amount payable by the Group to the fund in respect of the period. The assets of the scheme are held separately from those of the Group in an independently administered fund.
Contributions payable to the fund in the period amounted to £17,728. Contributions payable by the Group to the fund at the year end included in creditors are £17,728. The Company has no pension commitments.
|
Commitments under operating leases
|
|
At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
The Company has no commitments under operating leases.
|
|
Related party transactions
|
|
During the year the Company entered into the following transactions with fellow members of the global TAIT group:
The Group made sales and purchases of £190,587 and £6,602,749, respectively, to and from TAIT Towers Manufacturing LLC. The amount owed by the Group at the balance sheet date was £6,289,357.
Note 21 contains disclosure of a Group re-organisation in the year. The consideration for the transfer remained payable by TAIT MENA Holdings at the balance sheet date.
Since the reorganisation, the TAIT Group International Limited group has made sales to the TAIT MENA Holdings Limited Group of £636,996. The total amounts payable to the TAIT Group International Limited from the TAIT MENA Holdings Limited group at the balance sheet date was £636,996.
Key management personnel
The Company's directors and the principal directors of material subsidiary entities are remunerated by other members of the TAIT group.
|
At the balance sheet date the immediate parent company was TAIT Holdings Inc, an entity incorporated in the United States of America. The Company's ultimate parent undertaking was Providence Equity VIII-A LP, which is a limited partnership registered in the Cayman Islands and in which no individual has a controlling interest.
Page 33
|
|