REGISTERED NUMBER: 06536698 (England and Wales) |
Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2023 |
for |
TC Communications Holdings Limited |
REGISTERED NUMBER: 06536698 (England and Wales) |
Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2023 |
for |
TC Communications Holdings Limited |
TC Communications Holdings Limited (Registered number: 06536698) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 3 |
Consolidated Income Statement | 7 |
Consolidated Balance Sheet | 8 |
Company Balance Sheet | 9 |
Consolidated Statement of Changes in Equity | 10 |
Company Statement of Changes in Equity | 11 |
Notes to the Consolidated Financial Statements | 12 |
TC Communications Holdings Limited |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
TOR |
Saint-Cloud Way |
Maidenhead |
Berkshire |
SL6 8BN |
TC Communications Holdings Limited (Registered number: 06536698) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of a holding company. The subsidiary company's principal activity was that of marketing, advertising and public relations services. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
TC Communications Holdings Limited |
Opinion |
We have audited the financial statements of TC Communications Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company 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 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 affairs as at 31 December 2023 and of the group's loss 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 group 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 group's and 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
TC Communications Holdings Limited |
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 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 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; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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. |
Report of the Independent Auditors to the Members of |
TC Communications Holdings 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlines 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. |
Extent to which the audit was considered capable of detecting irregularities, including fraud. |
-The engagement partners ensured that the engagement team collectively had the appropriate competence, capabilities and skill to identify or recognise non-compliance with applicable laws and regulations; |
-we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |
-we focused on specific 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, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
-we assessed the extent of compliance with 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 instance of non-compliance throughout the audit. |
We assessed the susceptibility of the group and company's financial statements to material misstatement, including obtaining an 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; |
-considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and |
-understanding the design of the company's remuneration policies. |
To address the risk of fraud through management bias and override of controls, we; |
-performed analytical procedures to identify unusual or unexpected relationships; |
-tested journal entries to identify unusual transactions; |
-assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
-investigated the rationale behind significant or unusual transactions. |
Audit response to risks identified |
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 company's legal advisors. |
Report of the Independent Auditors to the Members of |
TC Communications Holdings Limited |
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 inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment of collusion. |
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 Report of the Auditors. |
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 a Report of the Auditors 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 Auditors |
TOR |
Saint-Cloud Way |
Maidenhead |
Berkshire |
SL6 8BN |
TC Communications Holdings Limited (Registered number: 06536698) |
Consolidated Income Statement |
for the Year Ended 31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
TURNOVER | 3,420,395 | 4,299,729 |
Cost of sales | (1,510,383 | ) | (1,716,948 | ) |
GROSS PROFIT | 1,910,012 | 2,582,781 |
Administrative expenses | (1,926,336 | ) | (2,143,751 | ) |
OPERATING (LOSS)/PROFIT | 4 | (16,324 | ) | 439,030 |
Interest receivable and similar income | 16,028 | 8,534 |
(296 | ) | 447,564 |
Interest payable and similar expenses | 6 | (300,778 | ) | (301,033 | ) |
(LOSS)/PROFIT BEFORE TAXATION | (301,074 | ) | 146,531 |
Tax on (loss)/profit | 7 | 1,451 | (6,941 | ) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (299,623 | ) | 139,590 |
TC Communications Holdings Limited (Registered number: 06536698) |
Consolidated Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 5,837 | 9,454 |
Tangible assets | 10 | 43,109 | 53,983 |
Investments | 11 | - | - |
48,946 | 63,437 |
CURRENT ASSETS |
Debtors | 12 | 1,190,372 | 922,121 |
Cash at bank and in hand | 458,838 | 940,554 |
1,649,210 | 1,862,675 |
CREDITORS |
Amounts falling due within one year | 13 | (7,566,193 | ) | (7,483,165 | ) |
NET CURRENT LIABILITIES | (5,916,983 | ) | (5,620,490 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES | (5,868,037 | ) | (5,557,053 | ) |
CREDITORS |
Amounts falling due after more than one year | 14 | (19,189 | ) | (29,099 | ) |
PROVISIONS FOR LIABILITIES | 17 | (4,535 | ) | (5,986 | ) |
NET LIABILITIES | (5,891,761 | ) | (5,592,138 | ) |
CAPITAL AND RESERVES |
Called up share capital | 18 | 196,752 | 196,752 |
Share premium | 1,628,011 | 1,628,011 |
Retained earnings | (7,716,524 | ) | (7,416,901 | ) |
(5,891,761 | ) | (5,592,138 | ) |
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. |
The financial statements were approved by the Board of Directors and authorised for issue on 12 July 2024 and were signed on its behalf by: |
T Leney - Director |
TC Communications Holdings Limited (Registered number: 06536698) |
Company Balance Sheet |
31 December 2023 |
31.12.23 | 31.12.22 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Share premium |
Retained earnings | ( |
) | ( |
) |
( |
) | ( |
) |
Company's loss for the financial year | (382,846 | ) | (377,525 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
TC Communications Holdings Limited (Registered number: 06536698) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 | 196,752 | (7,556,491 | ) | 1,628,011 | (5,731,728 | ) |
Changes in equity |
Total comprehensive income | - | 139,590 | - | 139,590 |
Balance at 31 December 2022 | 196,752 | (7,416,901 | ) | 1,628,011 | (5,592,138 | ) |
Changes in equity |
Total comprehensive income | - | (299,623 | ) | - | (299,623 | ) |
Balance at 31 December 2023 | 196,752 | (7,716,524 | ) | 1,628,011 | (5,891,761 | ) |
TC Communications Holdings Limited (Registered number: 06536698) |
Company Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2023 | ( |
) | ( |
) |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
TC Communications Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
At the balance sheet date the group had net liabilities of £5,891,761 (2022: £5,592,138) and net current liabilities of £5,916,983 (2022: £5,620,490). Within the group net liabilities are share capital classified as debt in accordance with accounting standards of £392,419 (2022: £392,419), liabilities with a group shareholder of £2,684,240 (2022: £2,684,240) and accrued interest with said group shareholder of £1,965,147 (2022: £1,961,295). |
The financial statements have been prepared on the going concern basis which assumes that the group and the company will continue in operational existence for the foreseeable future, being at least twelve months form the date of approval of these financial statements. In concluding that it is appropriate to adopt the going concern basis in preparing the financial statements the directors have had regard to the tracking performance, cash flow forecasts for the group and the company for the period following, and a detailed review of the working capital requirements for the same period. These forecasts show that the group and the company should be able to continue to operate within their existing facilities. However, given the limited headroom within the forecasts, an underperformance to budget would require a further injection of funds from a shareholder. This is also reliant on this shareholder not demanding repayment of the loan amount due. |
The company has received a letter of support from the group shareholder who has indicated their willingness to continue to provide financial support to the group and the company. Although this letter is non-binding, the directors have no reason to suppose that this support will not be forthcoming. |
The directors have also prepared various projections scenarios considering the potential impact of external factors and consider the company has the flexibility to re-plan the business where/if necessary whilst maintaining adequate financial resources to continue in operational existence for the foreseeable future for the various scenarios. |
These conditions indicate the existence of a material uncertainty which may cast significant doubt about the company's and group's ability to continue as a going concern and, therefore, that they may be unable to realise assets and discharge liabilities in the normal course of business. The directors are of the opinion that the group will receive sufficient cash inflows to meet its liabilities as they fall due for the foreseeable future, and will continue to receive the support of a shareholder. Accordingly, these financial statements have been prepared on the going concern basis and do not include the adjustments that would result if the company and group were unable to continue as a going concern. |
Basis of consolidation |
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 Statement of Financial Position, 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 Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Critical accounting judgements and key sources of estimation uncertainty |
In preparing these financial statements, the directors have had to make the following judgements: |
- Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis. |
- Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. |
Other key sources of estimation uncertainty: |
- Tangible fixed assets, are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycle and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. |
- Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. The directors are required to estimate the total costs expected for the contract which directly impacts the amount of turnover recognised. |
-The directors have included a dilapidation provision within the financial statements. This is based on an estimate by the directors to cover the cost of potential spend to restore the premises to their original condition in accordance with the lease. |
-Other provisions included within the financial statements are based on an assessment made by the directors of the likely outcome and financial impact to the business. |
Turnover |
Turnover comprises revenue recognised by the company in respect of services supplied during the year, exclusive of Value Added Tax and trade discounts. |
Turnover represents the fair value of services provided during the year. Turnover is recognised as contract activity progresses and the right to consideration is earned. Fair value reflects the amounts expected to be recoverable from customers and is based on time spent and costs incurred to date. |
Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen. |
Goodwill |
Goodwill represents the difference between amounts paid on the cost of a business combinations and the acquirers interest in the fair value of the group's share of it identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement fo income and retained earnings and was fully amortised in 2018. |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Computer equipment | - |
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. |
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 exists exceeds the recoverable amount. |
Financial instruments |
The group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from third parties and loans to related parties. |
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid ore received. However if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between as asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate of measuring any impairment loss is the current effective rate determined under the contract. |
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Rental paid under operating leases are charged to the Statement of Income and Retained Earnings 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. |
Assets obtained under hire purchase contract and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. |
Finance leases are those where substantially all the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Statement of Income and Retained Earnings so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. |
The contributions are recognised as an expense in the Statement of Income and Retained Earnings when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds. |
Finance costs |
Finance costs are charged to the Statement of Income and Retained Earnings 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. Issued costs re initially recognised as a reduction in the proceeds of the associated capital instruments. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. |
Creditors |
Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Valuation of investments |
Investments in subsidiaries are valued at cost less provision for impairment. |
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. |
Interest income |
Interest income is recognised in the Statement of Income and Retained Earnings using the effective interest method. |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
31.12.23 | 31.12.22 |
£ | £ |
Directors' remuneration | 230,389 | 175,516 |
Directors' pension contributions to money purchase schemes | 19,532 | 12,730 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 2 | 2 |
Information regarding the highest paid director for the year ended 31 December 2023 is as follows: |
31.12.23 |
£ |
Emoluments etc | 137,814 |
Pension contributions to money purchase schemes | 11,780 |
4. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging: |
31.12.23 | 31.12.22 |
£ | £ |
Depreciation - owned assets | 16,702 | 14,515 |
Computer software amortisation | 3,617 | 1,507 |
5. | AUDITORS' REMUNERATION |
31.12.23 | 31.12.22 |
£ | £ |
Fees payable to the company's auditors for the audit of the company's financial statements |
12,232 |
11,725 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.23 | 31.12.22 |
£ | £ |
Amortisation of finance costs | 860 | 1,104 |
Other interest payable | - | (220 | ) |
Other loan interest payable | 267,682 | 267,913 |
Preference share dividends | 32,236 | 32,236 |
300,778 | 301,033 |
7. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
31.12.23 | 31.12.22 |
£ | £ |
Deferred tax | (1,451 | ) | 6,941 |
Tax on (loss)/profit | (1,451 | ) | 6,941 |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
7. | TAXATION - continued |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31.12.23 | 31.12.22 |
£ | £ |
(Loss)/profit before tax | (301,074 | ) | 146,531 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 21.500 % (2022 - 19 %) |
(64,731 |
) |
27,841 |
Effects of: |
Expenses not deductible for tax purposes | (24,959 | ) | (18,257 | ) |
Deferred tax on losses not recognised | 88,239 | - |
Enhanced relief on capital allowances | - | (2,643 | ) |
Total tax (credit)/charge | (1,451 | ) | 6,941 |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | INTANGIBLE FIXED ASSETS |
Group |
Other |
intangible |
Goodwill | assets | Totals |
£ | £ | £ |
COST |
At 1 January 2023 |
and 31 December 2023 | 5,851,032 | 10,961 | 5,861,993 |
AMORTISATION |
At 1 January 2023 | 5,851,032 | 1,507 | 5,852,539 |
Charge for year | - | 3,617 | 3,617 |
At 31 December 2023 | 5,851,032 | 5,124 | 5,856,156 |
NET BOOK VALUE |
At 31 December 2023 | - | 5,837 | 5,837 |
At 31 December 2022 | - | 9,454 | 9,454 |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
10. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
to | Plant and | and | Computer |
property | machinery | fittings | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2023 | 10,010 | 17,657 | 24,396 | 42,894 | 94,957 |
Additions | - | - | 1,200 | 4,628 | 5,828 |
At 31 December 2023 | 10,010 | 17,657 | 25,596 | 47,522 | 100,785 |
DEPRECIATION |
At 1 January 2023 | 406 | 6,834 | 7,027 | 26,707 | 40,974 |
Charge for year | 1,785 | 3,184 | 3,173 | 8,560 | 16,702 |
At 31 December 2023 | 2,191 | 10,018 | 10,200 | 35,267 | 57,676 |
NET BOOK VALUE |
At 31 December 2023 | 7,819 | 7,639 | 15,396 | 12,255 | 43,109 |
At 31 December 2022 | 9,604 | 10,823 | 17,369 | 16,187 | 53,983 |
11. | FIXED ASSET INVESTMENTS |
Company |
Unlisted |
investments |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
31.12.23 | 31.12.22 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
£ | £ | £ | £ |
Trade debtors | 1,093,069 | 841,569 |
Prepayments and accrued income | 97,303 | 80,552 |
1,190,372 | 922,121 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
£ | £ | £ | £ |
Bank loans and overdrafts | 9,910 | 9,788 |
Other loans | 3,206,240 | 3,206,240 |
Preference shares | 392,420 | 392,420 |
Trade creditors | 126,032 | 60,053 |
Amounts owed to group undertakings | - | - |
Social security and other taxes | 33,496 | 77,578 |
VAT | 115,606 | 99,204 | - | - |
Other creditors | 73,519 | 2,587 |
Accruals and deferred income | 3,608,970 | 3,635,295 |
7,566,193 | 7,483,165 |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Bank loans | 19,189 | 29,099 |
15. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
31.12.23 | 31.12.22 |
£ | £ |
Within one year | 65,362 | 65,462 |
Between one and five years | 38,128 | 103,490 |
103,490 | 168,952 |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
16. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
31.12.23 | 31.12.22 | 31.12.23 | 31.12.22 |
£ | £ | £ | £ |
Other loans | 3,206,240 | 3,206,240 | 3,206,240 | 3,206,240 |
Secured debts are secured by way of fixed and floating charges over the assets of the group. |
17. | PROVISIONS FOR LIABILITIES |
Group |
31.12.23 | 31.12.22 |
£ | £ |
Deferred tax | 4,535 | 5,986 |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2023 | 5,986 |
Provided during year | (1,451 | ) |
Balance at 31 December 2023 | 4,535 |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
18. | CALLED UP SHARE CAPITAL |
Shares classified as equity: |
31.12.22 | 31.12.21 |
Allotted, called up and fully paid: | £ | £ |
320,833 Ordinary A shares of £0.10 each | 32,083 | 32,083 |
175,000 Ordinary B shares of £0.10 each | 17,500 | 17,500 |
10,275 Preferred shares of £0.10 each | 1,028 | 1,028 |
1,449,000 Ordinary C shares of £0.10 each | 144,900 | 144,900 |
12,417 Ordinary D shares of £0.10 each | 1,241 | 1,241 |
196,572 | 196,572 |
Shares classified as debt |
31.12.22 | 31.12.21 |
Allotted, called up and fully paid: | £ | £ |
1,000 Preference shares of £0.10 each | 100 | 100 |
391,420 Preferred shares of £0.10 each | 39,142 | 39,142 |
39,242 | 39,242 |
Ordinary 'A' and 'B' shares have no fixed dividend rights but share pro-rata in the event a dividend is declared. Both shares have equal voting rights of one vote per share. |
The 'C' Ordinary shares do not entitle the holder to receive any dividend or other distribution in respect of these shares. The holders of the 'C' Ordinary shares have no voting rights. |
The 'D' Ordinary shares do not entitle the holder to receive any dividend or other distribution in respect of these shares. The holders of the 'D' Ordinary shares have no voting rights. |
The holders of the Preference and Preferred shares have no voting rights. Preference shareholders are entitled to an annual dividend of 10% on the nominal value of the shares and Preferred shareholders are entitled to an annual dividend of 8% on the nominal value of the shares. |
Upon return of capital, the Preference and Preferred shares rank above the holders of the Ordinary shares and are entitled to receive an amount accrued but not yet paid in respect of dividends together with the issue price. |
Upon return of capital, 'C' Ordinary shares rank above 'A' Ordinary shares and 'B' Ordinary shares but below Preference and Preferred shares. The 'C' Ordinary shareholders are entitled to receive an amount equal to the 'C' share value, as defined in the company's Articles of Association. |
Upon return of capital, holders of all ordinary share categories, except 'C' Ordinary shareholders, and the preferred shares are entitled, after payment to the preferred, preference and C Ordinary shareholders detailed above, to fixed amounts governed by the company's Articles of Association. |
Upon return of capital, any remaining amounts will be distributed to the holders of the 'A' and 'B' |
shareholders. |
Within share capital are A Ordinary Shares with nominal value of £29,750 and Preferred Shares with a nominal value of £38,367 held by an employee benefit trust. These shares were gifted to the trust by a previous investor. |
19. | PENSION COMMITMENTS |
The group operates a defined contribution pension scheme and a group personal pension plan. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £57,531 (2022: £56,076). Contributions totalling £4,998 (2022: £4,545) were payable to the fund at the reporting date. |
TC Communications Holdings Limited (Registered number: 06536698) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2023 |
20. | RELATED PARTY DISCLOSURES |
Maven Capital Partners UK LLP is a related party by virtue of control exercised over funds advised by them which hold a majority of the beneficial interest in the company's issued share capital. |
During the year, the company was invoiced £72,643 (2022: £67,709) by Maven Capital Partners UK LLP, for consultancy services. At the year end the company owed Maven Capital Partners UK LLP £nil (2022: £29,459). |
At the year end funds advised by Maven Capital Partners UK LLP held £2,684,240 (2022: £2,684,240) of loan notes in the company. Interest of £241,582 (2022: £241,582) was charged in the year. These balances are included in the creditors balance on the accounts. |
21. | CONTROLLING PARTY |
In the opinion of the directors there is no single controlling entity of the group. |