REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
TPBI UK LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
TPBI UK LIMITED |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Independent Auditors' Report | 6 |
Statement of Comprehensive Income | 10 |
Statement of Financial Position | 11 |
Statement of Changes in Equity | 12 |
Notes to the Financial Statements | 13 |
TPBI UK LIMITED |
COMPANY INFORMATION |
for the Year Ended 31 December 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
Chartered Accountants |
Douglas Bank House |
Wigan Lane |
Wigan |
Lancashire |
WN1 2TB |
BANKERS: |
Lancashire Commercial Centre |
1 Forest Green |
Caxton Road |
Fulwood |
Preston |
PR2 9LJ |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
STRATEGIC REPORT |
for the Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
Principal activity |
The principal activity of the company is the development and sale of bespoke packaging solutions. |
Performance review |
The results for the year and the financial position of the company are shown in the annexed accounts. |
The market has continued to stabilise after the disruptions of COVID and Brexit and we expect this to carry on into 2024 as we continue to offer responsible, sustainable and environmental solutions to our customers in line with our internal commitment to reduce the company's carbon footprint over the medium and long term. . |
Turnover for the year remained at £17.95m, however gross margin has increased as we have introduced more efficiencies into our manufacturing processes. The company has returned a post-tax profit of £42.2k (2002: £6.7K) and this is after incurring exceptional costs of £145k. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The key risks associated with the business are: |
Cost risk |
As a manufacturer profitability is sensitive to supplier price changes, including changes to exchange rate movements. The company works closely with its supplier base to manage effectively the scale and timing of price changes. |
Credit Risk |
The company has a significant investment in working capital in the form of trade debtors. The failure of any customer to honour its debts could have a material impact on the company's results The risk is mitigated by our credit control function who monitor the payment profile of our customers and are in regular communication regarding payment. |
Competitor Risk |
The company operates in highly competitive markets. The company competes effectively through its strong focus on and regular monitoring of customer service, its breadth and depth of product offering and the recruitment and retention of staff who have good product knowledge. |
There are a number of other risks that we manage which are not considered ley risks. The company is subject to the impact of general economic conditions and the competitive environment. These re mitigated in ways common to all businesses and not specific to the company. |
GOING CONCERN |
The Directors are of the opinion that the company's cash flow forecast and revenue projections show that the company should be able to operate within its current facilities and will remain profitable. Accordingly the directors have a reasonable expectation that the company has adequate resources to continue in existence for at least twelve months from the date of signing these financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements. |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
STRATEGIC REPORT |
for the Year Ended 31 December 2023 |
FINANCIAL INSTRUMENTS |
The company holds or issues financial instruments to finance its operations and enters into contracts to manage risks arising from those operations and its sources of finance in accordance with its accounting policies. |
In addition various financial instruments such as debtors, cash and trade creditors arise directly from the company's operations. Cash is placed only with reputable financial institutions to minimize credit risk. |
Operations and working capital requirements are financed by a mixture of retained profits and finance loans. |
ON BEHALF OF THE BOARD: |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
REPORT OF THE DIRECTORS |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of the development and sale of packaging solutions. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
FINANCIAL INSTRUMENTS |
The company does not use complex financial instruments. The company's financial instruments comprise of cash and other items, such as trade debtors and trade creditors that arise directly from its operations. |
It is, and has been throughout the year under review, the company's policy that no trading in financial instruments be undertaken |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements 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 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. |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
REPORT OF THE DIRECTORS |
for the Year Ended 31 December 2023 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Fairhurst, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
TPBI UK LIMITED |
Opinion |
We have audited the financial statements of TPBI UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, 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 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Auditors' Report thereon. |
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. |
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
TPBI UK LIMITED |
Matters on which we are required to report by exception |
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 Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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 Statement of Directors' Responsibilities set out on page four, 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 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 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 company or to cease operations, or have no realistic alternative but to do so. |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
TPBI UK LIMITED |
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 financial statements. |
Extent to which the audit was considered capable of detecting irregularities including fraud |
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- | we identified the laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006; |
- | we identified those laws and regulations which do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty; |
- | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining and understanding of how fraud might occur, by; |
- | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud: and |
- | considered the internal control in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- | performed analytical procedures to identify any unusual or unexpected relationships; |
- | tested journal entries to identify unusual transactions; and |
- | Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- | agreeing financial statement disclosures to underlying supporting documentation; |
- | enquiring of management as to actual and potential litigation and claims; and |
- | reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspections of regulatory and legal correspondence, if any. |
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. |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
TPBI UK LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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. |
for and on behalf of |
Statutory Auditor |
Chartered Accountants |
Douglas Bank House |
Wigan Lane |
Wigan |
Lancashire |
WN1 2TB |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
STATEMENT OF COMPREHENSIVE |
INCOME |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 4 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
OPERATING PROFIT |
Exceptional cost | 6 |
501,149 | 318,892 |
Interest receivable and similar income |
503,298 | 318,892 |
Interest payable and similar expenses | 7 |
PROFIT BEFORE TAXATION | 8 |
Tax on profit | 9 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
STATEMENT OF FINANCIAL POSITION |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Owned |
Tangible assets | 10 | 3,411,321 | 3,449,564 |
Right-of-use |
Tangible assets | 10, 17 | 2,603,585 | 3,084,830 |
Investments | 11 |
CURRENT ASSETS |
Stocks | 12 |
Debtors | 13 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Share premium | 20 |
Capital redemption reserve | 20 |
Retained earnings | 20 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 December 2023 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 January 2022 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31 December 2022 | 1,923,261 | 488,581 | 1,588 | 2,490,369 |
Changes in equity |
Total comprehensive income | - | - | - |
Balance at 31 December 2023 |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
TPBI UK Limited (company number: 04352675) is a private company limited by shares and incorporated in England and Wales. Its registered office address can be found on the Company Information page and the nature of the company’s operations and its principal activities are set out in the strategic report. |
The financial statements are presented in Sterling, which is the functional currency of the company. |
The ultimate parent company which produces true and fair consolidated accounts that include the results of this company is TPBI Public Company Limited. More information is provided in note 21. |
2. | ACCOUNTING POLICIES |
Basis of preparation |
Going concern |
The Directors are of the opinion that the company's cash flow forecast and revenue projections show that the company should be able to operate within its current facilities and will remain profitable. Accordingly the directors have a reasonable expectation that the company has adequate resources to continue in existence for at least twelve months from the date of signing these financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements. |
Disclosure exemptions adopted |
In preparing these financial statements the company has taken advantage of certain disclosure |
exemptions conferred by FRS 101 and has not provided: |
- | IFRS 7 disclosures regarding financial instruments; |
- | IFRS 13 disclosures on fair values; |
- | IFRS 15 disclosures regarding revenue from contracts with customers; |
- | IFRS 16 disclosures regarding leases; |
- | IAS 1 requirement to disclose the company’s objectives, policies and processes for managing capital; |
- | IAS 1 requirement for full comparative information on property, plant and equipment and intangible assets; |
- | IAS7 requirement to produce a statement of cash flows and related notes; |
- | IAS 8 requirement to disclose information about the impact of standards not yet effective; |
- | IAS 24 requirement to disclose related party transactions entered into between two or more members of a group. |
Revenue recognition |
Sale of goods |
Revenue from the sale of goods is recognised at the point in time when control of the asset is transferred to the customer, generally on delivery of the goods. Revenue is measured at the amount of the consideration received or receivable, excluding value added tax, of goods supplied after deducting returns, discounts, allowances and price promotions to customers. |
Rental income |
Rental income is recognised on an accruals basis. |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Short leasehold | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Impairment |
At each reporting date, the company reviews the carrying amounts of its fixed assets (property, plant and equipment and right-of-use assets) to determine whether there is any indication that they are impaired. 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 the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Any impairment loss is recognised as an expense within profit or loss immediately. |
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, provided that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been previously recognised for that asset. |
Financial instruments |
Financial assets |
The Company considers that its financial assets comprises of receivables and intercompany balances. These assets are non-derivative financial assets with fixed or determinable payments. They arise principally through the provision of goods and services to customers (trade receivable). They are carried at cost less provision for impairment. |
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Company will be unable to collect all of the amounts due.. For trade receivables, which are recorded net, such provisions are recognised within administrative expenses in the income statement. |
Financial liabilities |
The Company's financial liabilities include bank overdrafts and loans, intercompany balances, other loans, trade and other payables and finance leasing liabilities. |
Financial liabilities are recognised when the Company becomes a party to the contractual agreements of the instrument. All interest related charges are recognised as an expense in 'finance costs' in the statement of profit or loss. |
Loans, which are raised for the support of the Company's operations are recognised at fair value. Finance charges are charged to the statement of profit or loss using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. |
Trade payables are recognised initially at their fair value and, if appropriate, remeasured at amortised cost less settlement payments. |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Inventories |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Finished goods are valued at the lower of cost and net realisable value. The cost of inventories includes all production costs which comprises of raw materials, direct labour, other direct costs and related production overheads, the latter being allocated on the basis of operating activities. Net realisable value is based on the estimated selling price less any estimated completion and selling costs. |
Raw materials, chemicals, spare parts and factory supplies are valued at the lower of cost and net realisable value and are charged to production costs whenever consumed. |
Costs of inventories are typically calculated on a first-in-first-out basis. |
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs. |
Taxation |
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Leases - company as lessee |
Right of use assets |
The Company makes the use of leasing arrangements principally for the provision of its main manufacturing, warehouse and related facilities. |
At inception of the contract, the company assesses whether a contract is, or contains, a lease. It recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. The right-of-use assets and the lease liabilities are presented as separate line items in the statement of financial position. |
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the company uses its incremental borrowing rate. It is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. |
The right-of-use assets comprise the initial measurement of the corresponding lease liability, plus lease payments made on or before the commencement day, less any lease incentives received and plus any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses (cost model as described above). Impairment is assessed as described in the policy note above. |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Employee benefits |
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period, and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are classified as current employee benefit obligations in the statement of financial position. |
Liabilities for defined contribution retirement benefit plans are recognised as an expense when employees have rendered the service entitling them to the contributions. |
Investments in subsidiaries |
Investments in subsidiaries are reported by using the cost method of accounting in the separate financial statements less allowance for impairment investment. |
Government grants |
Income based government grants are recognised in the profit and loss account when the benefit becomes due. |
Borrowing costs |
All borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. |
Provisions |
Provisions are recognised when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND SOURCES OF ESTIMATION UNCERTAINTY |
In applying of the company's accounting policies, which are described in note 2, management is required to make: |
- | judgements (other than those involving estimations) that have a significant impact on the amounts recognised; and |
- | estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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. |
The critical judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below. |
Critical judgement |
Management do not consider that any critical judgements have been applied in the current or prior year. |
Sources of estimation uncertainty |
Stock provision |
The stock provision is determined by ageing stock into specific categories and then a provision is applied which is based on managements knowledge and experience of stock movements and existing customer agreements. |
4. | TURNOVER |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
5. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 2,580,080 | 2,563,621 |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
Management | 10 | 8 |
Administration | 14 | 12 |
Others | 57 | 85 |
2023 | 2022 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
Information regarding the highest paid director is as follows: |
2023 | 2022 |
£ | £ |
Emoluments etc | 101,659 | 100,000 |
Pension contributions to money purchase schemes | 23,742 | 13,321 |
During the year retirement benefits were accruing to 5 directors (2002; 4) in respect of defined contribution pension schemes. |
Only the directors are considered to be key management personnel. Total remuneration in respect of these individuals is therefore as noted above, |
6. | EXCEPTIONAL ITEMS |
The company has incurred £79,302 in redundancy related costs and £61,432 with regards to the write off of balances relating to a subsidiary company. |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank interest |
Finance charges | 219,059 | 146,539 |
Loan interest | 222,081 | 133,512 |
Leasing |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
8. | PROFIT BEFORE TAXATION |
The profit before taxation is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Cost of inventories recognised as expense |
Leases | 360,111 | 452,189 |
Depreciation - owned assets |
Depreciation - assets on hire purchase contracts and finance leases |
Loss/(profit) on disposal of fixed assets | ( |
) |
Auditors' remuneration |
9. | TAXATION |
Analysis of tax expense |
No liability to UK corporation tax arose for the year ended 31 December 2023 nor for the year ended 31 December 2022. |
Factors affecting the tax expense |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Profit before income tax |
Profit multiplied by the standard rate of corporation tax in the UK of (2022 - |
8,025 |
1,285 |
Effects of: |
Depreciation on non-qualifying assets | (1,207 | ) | (1,207 | ) |
Expenses not deductible for tax purposes | 11,781 | 465 |
Excess of capital allowances over depreciation | (22,749 | ) | (37,781 | ) |
Other timing differences | (1,810 | ) | 1,630 |
not recognised |
Deferred tax rate |
Losses transferred to group companies | 5,960 | 25,098 |
Losses carried forward | - | 10,510 |
Tax expense |
The company has taxable losses of £4,456,985 available to be utilised against future profits. |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
10. | TANGIBLE FIXED ASSETS |
Fixtures |
Short | Plant and | and |
leasehold | machinery | fittings |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( |
) | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The net book value at the year-end pertaining to right of use assets is Short leasehold - £1,754,872 (2022: £2,155,784) and Plant & Machinery - £848,710 (2022: £929,046). Furthermore, including in the net book value of Plant & Machinery are £1,615,431 of assets which have been used as security for the loan with BBL. |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
11. | INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 | 934,040 |
NET BOOK VALUE |
At 31 December 2023 | 934,040 |
At 31 December 2022 | 934,040 |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Registered office: Registered in Australia |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: Registered within the UK |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
£ | £ |
Aggregate capital and reserves | ( |
) |
Profit/(loss) for the year | ( |
) |
. |
12. | STOCKS |
2023 | 2022 |
£ | £ |
Stocks |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
13. | DEBTORS |
2023 | 2022 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Deferred tax asset |
Prepayments |
Amounts falling due after more than one year: |
Amounts owed by group undertakings |
Aggregate amounts |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans and overdrafts (see note 16) |
Leases (see note 16) |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Social security and other taxes |
VAT | 220,562 | 184,557 |
Invoice discounting creditor | 1,571,334 | 2,263,188 |
Accrued expenses |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans (see note 16) |
Leases (see note 16) |
Amounts owed to group undertakings |
16. | FINANCIAL LIABILITIES - BORROWINGS |
2023 | 2022 |
£ | £ |
Current: |
Bank loans |
Leases (see note 17) | 661,878 | 630,984 |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
16. | FINANCIAL LIABILITIES - BORROWINGS - continued |
2023 | 2022 |
£ | £ |
Non-current: |
Bank loans - 1-2 years |
Leases (see note 17) | 1,582,086 | 2,244,164 |
Terms and debt repayment schedule |
1 year or | More than |
less | 1-2 years | 2-5 years | 5 years | Totals |
£ | £ | £ | £ | £ |
Bank loans | 250,000 | 990,000 | - | 2,369,378 |
Leases | 661,878 | 507,160 | 1,048,227 | 26,699 | 2,243,964 |
757,160 | 2,038,227 | 26,699 | 4,613,342 |
17. | LEASING |
Right-of-use assets |
Tangible fixed assets |
2023 | 2022 |
£ | £ |
COST |
At 1 January 2023 | 4,736,868 | 5,546,899 |
Disposals | (201,365 | ) | - |
Transfer to ownership | - | (810,031 | ) |
4,535,503 | 4,736,868 |
DEPRECIATION |
At 1 January 2023 | 1,652,038 | 1,211,994 |
Charge for year | 481,245 | 532,523 |
Eliminated on disposal | (201,365 | ) | - |
Transfer to ownership | - | (92,479 | ) |
1,931,918 | 1,652,038 |
NET BOOK VALUE | 2,603,585 | 3,084,830 |
Other leases |
2023 | 2022 |
£ | £ |
Short-term leases | 360,111 | 452,189 |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
17. | LEASING - continued |
Lease liabilities |
Minimum lease payments fall due as follows: |
2023 | 2022 |
£ | £ |
Gross obligations repayable: |
Within one year | 731,876 | 686,686 |
Between one and five years | 1,820,500 | 2,378,576 |
In more than five years | 27,000 | 201,000 |
2,579,376 | 3,266,262 |
Finance charges repayable: |
Within one year | 69,998 | 55,702 |
Between one and five years | 265,113 | 309,949 |
In more than five years | 301 | 25,463 |
335,412 | 391,114 |
Net obligations repayable: |
Within one year | 661,878 | 630,984 |
Between one and five years | 1,555,387 | 2,068,627 |
In more than five years | 26,699 | 175,537 |
2,243,964 | 2,875,148 |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
2023 | 2022 |
£ | £ |
Bank loans |
Leases | 2,243,964 | 2,875,148 |
4,613,342 | 5,205,057 |
At the year end, the bank facilities were secured by a legal assignment, a debenture, and fixed and floating charges. |
The invoice discounting creditor was secured by way of a fixed charge on non-vesting debts and a floating charge. |
At the year end, the equipment finance was secured by a fixed and floating charge. |
TPBI UK LIMITED (REGISTERED NUMBER: 04352675) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2023 |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 1,923,261 | 1,923,261 |
20. | RESERVES |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 January 2023 | 567,108 |
Profit for the year | - | - |
At 31 December 2023 | 609,343 |
21. | PENSION COMMITMENTS |
The company operates a defined contributions pension scheme, the assets of which are held separately from those of the company in independently administered funds. The pension cost charge represents contributions payable by the company and amounted to £117,756 (2022: £120,668). Contributions totalling £21,637 (2022: £31,165) were payable at the balance sheet date and are included in creditors. |
22. | ULTIMATE CONTROLLING PARTY |
The company has one shareholder, being TPBI International Company Limited (whose ultimate parent undertaking and controlling party is TPBI Public Company Limited), which is registered in Thailand. |
The largest group in which the results of the company is consolidated is TPBI Public Company Limited. Those financial statements are available upon request from 42/174 Moo 5, Soi Srisatian, Raiking, Sampran, Nakhon Pathom 73210, Thailand. |