TDC IMPACT LIMITED

Company Registration Number:
13955527 (England and Wales)

Unaudited abridged accounts for the year ended 31 December 2023

Period of accounts

Start date: 01 January 2023

End date: 31 December 2023

TDC IMPACT LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2023

Balance sheet
Notes

TDC IMPACT LIMITED

Balance sheet

As at 31 December 2023


Notes

2023

10 months to 31 December 2022


£

£
Fixed assets
Investments: 3 16,165,222 1,648,278
Total fixed assets: 16,165,222 1,648,278
Current assets
Cash at bank and in hand: 216,059 37,821
Investments:   1,713,573 165,501
Total current assets: 1,929,632 203,322
Creditors: amounts falling due within one year: 4 (2,026,873) (121,892)
Net current assets (liabilities): (97,241) 81,430
Total assets less current liabilities: 16,067,981 1,729,708
Creditors: amounts falling due after more than one year:   (16,066,150) (1,729,400)
Total net assets (liabilities): 1,831 308
Capital and reserves
Called up share capital: 1 1
Profit and loss account: 1,830 307
Shareholders funds: 1,831 308

The notes form part of these financial statements

TDC IMPACT LIMITED

Balance sheet statements

For the year ending 31 December 2023 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

The members have agreed to the preparation of abridged accounts for this accounting period in accordance with Section 444(2A).

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The directors have chosen to not file a copy of the company’s profit & loss account.

This report was approved by the board of directors on 10 September 2024
and signed on behalf of the board by:

Name: Stuart Thwaites
Status: Director

The notes form part of these financial statements

TDC IMPACT LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

1. Accounting policies

These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

Other accounting policies

Basis of preparation The financial statements have been prepared under the historical cost convention, modified for the revaluation of financial assets and liabilities and in accordance with Financial Reporting Standard 102 (FRS 102), “The Financial Reporting Standard applicable in the UK and Republic of Ireland” issued by the Financial Reporting Council. Investments Investments comprise of loans made to UK borrowers. (i) Measurement The Company measures loans made at amortised cost using the effective interest rate method. (a) Initial measurement Loans are initially recognised at the value of the principal amount loaned to borrowers. (b) Subsequent measurement Loans are measured at amortised cost using the effective interest rate method, adjusted for any impairment. (ii) Impairment The Company assess each of its loans carried at amortised cost for any evidence of a significant increase in credit risk from the point at which the original loan was put in place based upon, considering the following: (a) Quantitative measures of performance, focusing on leverage, cash generation, interest cover, with loans graded on an A to E scale; (b) Qualitative assessment of credit risk, taking into account, for example, external market factors; (c) Non-payment of contractual amounts; and (d) Covenant breaches (and waivers where made). To the extent, on the basis of assessment for impairment, there is considered to be a significant increase in credit risk, an impairment provision will be made in respect of the loans. Guidance for impairment provisions is of 20% of the outstanding balance, however ultimately the value of the provision will be determined by assessment of likely recovery based upon enterprise value and any collateral. For the year ended 31 December 2023 and period ended 31 December 2022, the outstanding loans of the Company were considered to be impaired. The impairment gain or losses is recognised in profit or loss. Derivative investments Derivatives comprise of warrants that give the holder the right to purchase securities (usually equity securities) from the issuer at a specific price within a certain timeframe. (i) Measurement The Company measures derivatives at fair value through profit or loss. (a) Initial measurement Derivatives are measured initially at fair value, with transaction costs for such instruments being recognised in the statement of comprehensive income. (b) Subsequent measurement Derivatives are measured at their fair values. The fair value of financial instruments is based on their quoted market prices on a recognised exchange or sourced from a reputable broker/counterparty, in the case of non-exchange traded instruments, at the statement of financial position date without any deduction for estimated future selling costs. Other financial instruments The Company does not trade in other financial instruments and all such instruments arise directly from operations. The Company’s cash holdings comprise on demand balances. All cash is held with banks, with strong external credit ratings. Trade and other creditors and accruals are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished. Interest income and interest expense Interest income and interest expense is recognised in the statement of comprehensive income for all interest bearing financial instruments using the effective interest method. Expenses All expenses are recognised in the statement of comprehensive income on an accrual basis. Taxation The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past period. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws than have been enacted. Going concern The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has the resources to continue in business for the foreseeable future being at least 12 months from the approval of these financial statements. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern. Therefore, the statutory financial statements have been prepared on the going concern basis.

TDC IMPACT LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

2. Employees

2023 10 months to 31 December 2022
Average number of employees during the period 0 0

TDC IMPACT LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

3. Fixed investments

At the start of the period, on 1 January 2023, the cost and net book value of fixed investments were £1,634,499 (4 March 2022, the start of the prior period: £nil) and £1,648,278 (4 March 2022: £nil) respectively. During 2023, new loans of £15,000,000 (Period ended 31 December 2022: £1,800,000) were made, interest and fees of £268,364 (2022: £128,554) were received, loan income of £268,364 (2022: 142,333) was recognised and a derivative asset was revalued upwards by £2,170,000 (2022: £nil). At the end of the period the cost of investments totalled £16,800,000 (31 December 2022: 1,800,000) and the net book value was £17,878,795 (2022: 1,813,779), this included a derivative asset of £2,170,000 (2022: £nil). Of the closing cost / NBV, £1,713,573 (2022: £165,501) was classified as current, leaving a closing fixed investment balance of £17,256,427 (2022: £1,634,499) and a closing net fixed investment value of £16,165,222 (2022: £1,648,278).

TDC IMPACT LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

4. Creditors: amounts falling due within one year note

Creditors due within one year comprises £2,020,506 (31 December 2022: £115,620) of interest in respect of loan notes issued by Tosca Debt Capital Impact LP, taxation of £357 (2022: £72) and other creditors and accruals of £6,009 (2022: £6,200).

TDC IMPACT LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2023

5. Related party transactions

Name of the related party: Tosca Debt Capital Impact Fund LP
Relationship:
Member
Description of the Transaction: The Company received a £14,493,750 (2022: £1,729,400) loan from Tosca Debt Capital Impact Fund LP during the year under a long-term loan agreement and repaid £157,000 (2022: £nil) of its balance. The closing balance on the loan was £16,066,150 (2022: £1,729,400). Tosca Debt Capital Impact Fund LP owns 100% of the Company’s share capital, held on its behalf by Tosca Debt Capital Impact GP LLP. Interest of £2,398,889 (2022: £135,635) was accrued during the year in respect of the loan, with £2,020,507 (2022: £115,620) outstanding at the end of the year, leaving a total balance due at 31 December 2023 of £18,086,657 (2022: £1,845,020).
£
Balance at 01 January 2023 1,845,020
Balance at 31 December 2023 18,086,657