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REGISTERED NUMBER: 10323916 (England and Wales)
















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2023

for


TSWW Holdings Limited


TSWW Holdings Limited (Registered number: 10323916)







Contents of the Consolidated Financial Statements

for the Year Ended 31 December 2023





Page



Company Information  

1



Group Strategic Report  

2



Report of the Directors  

4



Report of the Independent Auditors  

5



Consolidated Income Statement  

9



Consolidated Other Comprehensive Income  

10



Consolidated Balance Sheet  

11



Company Balance Sheet  

12



Consolidated Statement of Changes in Equity  

13



Company Statement of Changes in Equity  

14



Consolidated Cash Flow Statement  

15



Notes to the Consolidated Cash Flow Statement

16



Notes to the Consolidated Financial Statements

17




TSWW Holdings Limited


Company Information

for the Year Ended 31 December 2023









DIRECTORS:

Mr P H A Clegg


Mr R G Dollar


Ms S Kainth







REGISTERED OFFICE:

4 Kiln Lane


Bracknell


RG12 1NA







REGISTERED NUMBER:

10323916 (England and Wales)







AUDITORS:

WP Audit Limited


Statutory Auditors


TOR


Saint-Cloud Way


Maidenhead


Berkshire


SL6 8BN


TSWW Holdings Limited (Registered number: 10323916)


Group Strategic Report

for the Year Ended 31 December 2023


The directors present their strategic report of the company and the group for the year ended 31 December 2023.


REVIEW OF BUSINESS

The group's key financial performance indicators during the period were as follows:



2023


2022



£'000s


£'000s



Group turnover


11,387


9,344


Gross profit margin


46.1%


47.3%


Operating profit / (loss)


1,123


1,434


EBITDA


1,467


1,711


Net cash from operating activities


1,469


1,971


Cash at bank


1,777


1,241




The group's operating results have performed in line with the expectations of the directors with an increase in turnover resulting from growth in volumes supported by significant capital investment to increase capacity and position the group for further growth. During the year the group managed its operational efficiency and cost control which has enabled the group to report a gross margin of 46.1% The group's key profit measure is EBITDA, which is calculated as operating profit excluding depreciation and amortisation, which in 2023 was £1,466,916. The group's operating profit reported on a statutory basis was £1,122,561 which includes depreciation and amortisation of £344,355.


The group continues to invest both in its people and fixed assets. Capital expenditure on tangible assets was £234,666 in the year as key part of continuing the growth of the group.



TSWW Holdings Limited (Registered number: 10323916)


Group Strategic Report

for the Year Ended 31 December 2023


PRINCIPAL RISKS AND UNCERTAINTIES

Interest risk

The group repaid their loans during the financial period which reduced any interest rate risk they faced.


Liquidity risk

The group is cash generative in a normal market. Since a large proportion of the group's costs are variable based on income the risk of liquidity challenges is considered to be low.


Credit risk

The group's principle credit risk arises from the ability of its customers to meet their contractual obligation to pay their debts as and when they fall due. The group's approach to managing this risk is to continually monitor debt collection, performing appropriate credit checks on new and existing commercial customers using third party credit reference agencies to assess creditworthiness and set appropriate credit and payment terms.


Currency risk

The group trades predominantly with UK headquartered businesses in Sterling and has minimal currency risk.


Competitive risk

The market in which the group operates is competitive. The group is passionate about customer success and being trusted to deliver exceptional services. The focus on strong customer relationships and service offerings mitigate the competitive risk.


Tax risk

All transactions undertaken by the group have a business purpose and a commercial rationale. The group does not engage in any aggressive tax planning and does not implement structures purely for tax planning purposes. In relation to tax compliance, it is the policy of the group to fully comply with all applicable tax rules, regulations and disclosure requirements. The group uses appropriately qualified external advisors to look after the group's tax affairs.


ON BEHALF OF THE BOARD:






Mr R G Dollar - Director



5 September 2024


TSWW Holdings Limited (Registered number: 10323916)


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 manufacturing and installation of windows, doors and ancillary services.

DIVIDENDS

Dividends paid in the year totalled £716,666 (2022: £533,911)


DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.


Mr P H A Clegg

Mr R G Dollar

Ms S Kainth


STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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 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 group's auditors are aware of that information.


ON BEHALF OF THE BOARD:






Mr R G Dollar - Director



5 September 2024


Report of the Independent Auditors to the Members of

TSWW Holdings Limited


Opinion

We have audited the financial statements of TSWW Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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). The prior year financial statements were unaudited.

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 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 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 Group Strategic Report and 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.


Report of the Independent Auditors to the Members of

TSWW 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 Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-

the parent company financial statements are not in agreement with the accounting records and returns; or

-

certain disclosures of directors' remuneration specified by law are not made; or

-

we have not received all the information and explanations we require for our audit.


Responsibilities of directors

As explained more fully in the 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 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

TSWW 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:


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 group 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 group, 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'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 group'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.


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 group's legal advisors.


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.


Report of the Independent Auditors to the Members of

TSWW Holdings 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 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.





Philippa Duckworth BSc FCCA (Senior Statutory Auditor)

for and on behalf of WP Audit Limited

Statutory Auditors

TOR

Saint-Cloud Way

Maidenhead

Berkshire

SL6 8BN


12 September 2024


TSWW Holdings Limited (Registered number: 10323916)


Consolidated Income Statement

for the Year Ended 31 December 2023



31.12.23


31.12.22


Notes

£   

£   



TURNOVER

3

11,386,986


9,344,200




Cost of sales

(6,141,892

)

(4,921,167

)


GROSS PROFIT

5,245,094


4,423,033




Administrative expenses

(4,122,534

)

(3,283,534

)


1,122,560


1,139,499




Other operating income

-


294,086



OPERATING PROFIT

5

1,122,560


1,433,585




Interest receivable and similar income

67,262


8,989



1,189,822


1,442,574




Interest payable and similar expenses

6

(38,757

)

(104,695

)


PROFIT BEFORE TAXATION

1,151,065


1,337,879




Tax on profit

7

(416,634

)

(338,327

)


PROFIT FOR THE FINANCIAL YEAR

734,431


999,552



Profit attributable to:

Owners of the parent

734,431


999,552




TSWW Holdings Limited (Registered number: 10323916)


Consolidated Other Comprehensive Income

for the Year Ended 31 December 2023



31.12.23


31.12.22


Notes

£   

£   



PROFIT FOR THE YEAR

734,431


999,552





OTHER COMPREHENSIVE INCOME

-


-



TOTAL COMPREHENSIVE INCOME FOR THE YEAR

734,431


999,552




Total comprehensive income attributable to:

Owners of the parent

734,431


999,552




TSWW Holdings Limited (Registered number: 10323916)


Consolidated Balance Sheet

31 December 2023



31.12.23


31.12.22


Notes

£   

£   


FIXED ASSETS

Intangible assets

10

305,101


415,410



Tangible assets

11

1,608,629


1,604,531



Investments

12

-


-



1,913,730


2,019,941




CURRENT ASSETS

Stocks

13

818,583


1,079,949



Debtors

14

983,598


740,060



Cash at bank and in hand

1,777,203


1,240,715



3,579,384


3,060,724



CREDITORS

Amounts falling due within one year

15

(3,477,798

)

(3,054,692

)


NET CURRENT ASSETS

101,586


6,032



TOTAL ASSETS LESS CURRENT LIABILITIES

2,015,316


2,025,973




CREDITORS

Amounts falling due after more than one year

16

(247,040

)

(394,624

)



PROVISIONS FOR LIABILITIES

19

(1,111,397

)

(992,235

)


NET ASSETS

656,879


639,114




CAPITAL AND RESERVES

Called up share capital

20

900


900



Retained earnings

21

655,979


638,214



656,879


639,114




The financial statements were approved by the Board of Directors and authorised for issue on 5 September 2024 and were signed on its behalf by:






Mr R G Dollar - Director



TSWW Holdings Limited (Registered number: 10323916)


Company Balance Sheet

31 December 2023



31.12.23


31.12.22


Notes

£   

£   


FIXED ASSETS

Intangible assets

10

-


-



Tangible assets

11

-


-



Investments

12

1,354,905


1,354,905



1,354,905


1,354,905




CURRENT ASSETS

Debtors

14

226,101


35,000



Cash at bank and in hand

3,338


3,352



229,439


38,352



CREDITORS

Amounts falling due within one year

15

(968,795

)

(770,352

)


NET CURRENT LIABILITIES

(739,356

)

(732,000

)


TOTAL ASSETS LESS CURRENT LIABILITIES

615,549


622,905




CAPITAL AND RESERVES

Called up share capital

20

900


900



Retained earnings

614,649


622,005



615,549


622,905




Company's profit for the financial year

709,311


526,941




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 5 September 2024 and were signed on its behalf by:






Mr R G Dollar - Director



TSWW Holdings Limited (Registered number: 10323916)


Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2023



Called up



share


Retained


Total


capital


earnings


equity

£   

£   

£   


Balance at 1 January 2022

900


172,573


173,473




Changes in equity

Dividends

-


(533,911

)

(533,911

)


Total comprehensive income

-


999,552


999,552



Balance at 31 December 2022

900


638,214


639,114




Changes in equity

Dividends

-


(716,666

)

(716,666

)


Total comprehensive income

-


734,431


734,431



Balance at 31 December 2023

900


655,979


656,879




TSWW Holdings Limited (Registered number: 10323916)


Company Statement of Changes in Equity

for the Year Ended 31 December 2023



Called up



share


Retained


Total


capital


earnings


equity

£   

£   

£   


Balance at 1 January 2022

900


625,625


626,525




Changes in equity

Dividends

-


(530,561

)

(530,561

)


Total comprehensive income

-


526,941


526,941



Balance at 31 December 2022

900


622,005


622,905




Changes in equity

Dividends

-


(716,666

)

(716,666

)


Total comprehensive income

-


709,311


709,311



Balance at 31 December 2023

900


614,650


615,550




TSWW Holdings Limited (Registered number: 10323916)


Consolidated Cash Flow Statement

for the Year Ended 31 December 2023



31.12.23


31.12.22


Notes

£   

£   


Cash flows from operating activities

Cash generated from operations

1

1,692,768


2,074,417



Interest paid

(38,757

)

(51,071

)


Finance costs paid

-


(53,624

)


Tax paid

(184,747

)

1,114



Net cash from operating activities

1,469,264


1,970,836




Cash flows from investing activities

Purchase of tangible fixed assets

(234,666

)

(324,325

)


Interest received

67,262


8,989



Net cash from investing activities

(167,404

)

(315,336

)



Cash flows from financing activities

Loan repayments in year

(89,856

)

(538,968

)


Capital repayments in year

(147,584

)

(122,550

)


Amount introduced by directors

208,601


5,400



Amount withdrawn by directors

(19,867

)

(6,743

)


Equity dividends paid

(716,666

)

(533,911

)


Net cash from financing activities

(765,372

)

(1,196,772

)



Increase in cash and cash equivalents

536,488


458,728



Cash and cash equivalents at beginning of year

2

1,240,715


781,987




Cash and cash equivalents at end of year

2

1,777,203


1,240,715




TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Cash Flow Statement

for the Year Ended 31 December 2023


1.

RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS


31.12.23


31.12.22

£   

£   



Profit before taxation

1,151,065


1,337,879




Depreciation charges

250,267


191,589




Amortisation charges

90,610


90,610




Movement in other provisions

55,320


(17,240

)



Finance costs

38,757


104,695




Finance income

(67,262

)

(8,989

)


1,518,757


1,698,544




Decrease/(increase) in stocks

261,366


(127,213

)



(Increase)/decrease in trade and other debtors

(269,441

)

192,241




Increase in trade and other creditors

182,086


310,845




Cash generated from operations

1,692,768


2,074,417




2.

CASH AND CASH EQUIVALENTS



The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:



Year ended 31 December 2023


31.12.23


1.1.23

£   

£   



Cash and cash equivalents

1,777,203


1,240,715




Year ended 31 December 2022


31.12.22


1.1.22

£   

£   



Cash and cash equivalents

1,240,715


781,987





3.

ANALYSIS OF CHANGES IN NET FUNDS



At 1.1.23

Cash flow

At 31.12.23

£   

£   

£   



Net cash



Cash at bank and in hand

1,240,715


536,488


1,777,203



1,240,715


536,488


1,777,203




Debt


Finance leases

(522,901

)

147,584


(375,317

)



Debts falling due within 1 year

(89,856

)

89,856


-



(612,757

)

237,440


(375,317

)



Total

627,958


773,928


1,401,886




TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023


1.

STATUTORY INFORMATION



TSWW Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.


The presentation currency of the financial statements is the Pound Sterling (£).


2.

ACCOUNTING POLICIES



Basis of preparing the financial statements


These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.  



Basis of consolidation


The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.



Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.



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.


TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


2.

ACCOUNTING POLICIES - continued



Significant judgements and estimates

In the application of the group's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Included in provisions is an estimate of £232,579 (2022: £205,579) for dilapidations with regard to the 's group's buildings and an estimate of £482,654 (2021: £454,334) for remedial work required under warranties given.

Dilapidations:
The group recognises a provision for dilapidations when there is a present obligation due to past events, a probable outflow of resources, and a reliable estimate of the expenditure required to settle the obligation.

This provision is measured based on the best estimate of costs to restore leased properties to their original condition as specified in lease agreements and is reviewed annually for adjustments.

Bad debt:
The group recognises a provision for bad debts to account for the estimated losses resulting from the inability to collect outstanding receivables. This provision is determined based on a regular review of all outstanding amounts, considering factors such as the age of the receivable, historical collection rates, and specific customer creditworthiness.

Adjustments to the provision are made as needed to reflect changes in the credit risk of receivables. The bad debt provision is presented as a deduction from trade receivables on the balance sheet, ensuring that the financial statements accurately reflect the expected realisable value of the receivables.

Remedial provision:
The group recognises a provision for remedial costs to cover the estimated expenses required to rectify
any identified deficiencies or regulatory non-compliance issues. This provision is recorded when a present obligation exists as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the expenditure can be made. The provision is measured at the best estimate of the costs necessary to settle the obligation at the reporting date, taking into account any relevant regulatory requirements and the specific circumstances of the deficiency. Adjustments to the provision are made as necessary to reflect changes in the estimated costs. The remedial costs provision is presented as a liability in the financial statements, ensuring accurate reporting of the group's obligations.


TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


2.

ACCOUNTING POLICIES - continued



Turnover


Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:



Sale of goods


Turnover from the sale of goods is recognised when all of the following conditions are satisfied:


- the company has transferred the significant risks and rewards of ownership to the buyer;


- the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;


- the amount of turnover can be measured reliably;


- it is probable that the company will receive the consideration due under the transaction; and


- the costs incurred or to be incurred in respect of the transaction can be measured reliably.



Rendering of services



Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:


- the amount of turnover can be measured reliably;


- it is probable that the company will receive the consideration due under the contract;


- the stage of completion of the contract at the end of the reporting period can be measured



Goodwill


Goodwill, being the amount paid in connection with the acquisition of a business in 2016, is being amortised evenly over its estimated useful life of ten years.  



Tangible fixed assets


Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.  


Other fixed assets

-

at varying rates on cost


Plant and machinery

-

at varying rates on cost


Motor vehicles

-

at varying rates on cost


Computer equipment

-

at varying rates on cost


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.

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.


Stocks


Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.



Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.



Financial instruments

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.


TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


2.

ACCOUNTING POLICIES - continued


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.


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

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.


Pension costs and other post-retirement benefits


The group 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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.



Dividends


Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.



Valuation of investments


Investments in subsidiaries are measured at cost less accumulated impairment.



Provisions for liabilities


Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.



Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.



When payments are eventually made, they are charged to the provision carried in the Balance Sheet.


TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


3.

TURNOVER



The turnover and profit before taxation are attributable to the one principal activity of the group.



An analysis of turnover by geographical market is given below:



31.12.23


31.12.22

£   

£   



United Kingdom

11,386,986


9,344,200



11,386,986


9,344,200




4.

EMPLOYEES AND DIRECTORS


31.12.23


31.12.22

£   

£   



Wages and salaries

4,007,201


3,302,556




Social security costs

430,109


376,440




Other pension costs

372,270


62,057



4,809,580


3,741,053





The average number of employees during the year was as follows:


31.12.23


31.12.22



Management

2


2




Admin

7


5




Sales

12


10




Production

71


61



92


78





31.12.23


31.12.22

£   

£   



Directors' remuneration

16,391


13,145




Directors' pension contributions to money purchase schemes  

122,381


-




5.

OPERATING PROFIT



The operating profit is stated after charging/(crediting):



31.12.23


31.12.22

£   

£   



Other operating leases

383,704


333,724




Depreciation - owned assets

157,603


90,665




Depreciation - assets on hire purchase contracts

72,965


71,696




Goodwill amortisation

90,611


90,610




Computer software amortisation

19,698


29,229




Auditors' remuneration

18,190


-




Foreign exchange differences

3,636


(4,844

)



TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


6.

INTEREST PAYABLE AND SIMILAR EXPENSES



31.12.23


31.12.22

£   

£   



Bank interest

-


166




Bank loan interest

7,893


83,984




Credit card charges

30,864


20,545



38,757


104,695




7.

TAXATION



Analysis of the tax charge


The tax charge on the profit for the year was as follows:


31.12.23


31.12.22

£   

£   



Current tax:


UK corporation tax

352,792


176,005





Deferred tax

63,842


162,322




Tax on profit

416,634


338,327





Reconciliation of total tax 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

£   

£   



Profit before tax

1,151,065


1,337,879




Profit multiplied by the standard rate of corporation tax in the UK of 23.521 %

(2022 - 19 %)  

270,742


254,197





Effects of:


Expenses not deductible for tax purposes

68,050


(36,121

)



Tax rate timing differences  

3,778


38,957




Timing differences on assets  

72,338


81,262




Losses utilised not recognised as deferred tax asset  

1,726


32




Total tax charge

416,634


338,327




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.

DIVIDENDS



31.12.23




£




Dividends per share




5,600 Ordinary A shares at £50.24 per share


281,316




2,150 Ordinary B shares at £148.83 per share


319,986




800 Ordinary C shares at £101.97 per share


81,576




450 Ordinary D shares at £75.08 per share


33,788





716,666




TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


10.

INTANGIBLE FIXED ASSETS



Group


Computer



Goodwill


software


Totals

£   

£   

£   



COST


At 1 January 2023


and 31 December 2023

906,101


204,110


1,110,211




AMORTISATION


At 1 January 2023

517,346


177,455


694,801




Amortisation for year

90,611


19,698


110,309




At 31 December 2023

607,957


197,153


805,110




NET BOOK VALUE


At 31 December 2023

298,144


6,957


305,101




At 31 December 2022

388,755


26,655


415,410




11.

TANGIBLE FIXED ASSETS



Group


Other



fixed


Plant and


Motor


Computer



assets


machinery


vehicles


equipment


Totals

£   

£   

£   

£   

£   



COST


At 1 January 2023

1,055,220


1,749,697


26,744


196,012


3,027,673




Additions

67,851


143,672


-


23,143


234,666




Disposals

(12,951

)

(95,712

)

-


(75,364

)

(184,027

)



At 31 December 2023

1,110,120


1,797,657


26,744


143,791


3,078,312




DEPRECIATION


At 1 January 2023

409,068


846,159


14,807


153,108


1,423,142




Charge for year

64,947


127,309


4,428


33,884


230,568




Eliminated on disposal

(12,951

)

(95,712

)

-


(75,364

)

(184,027

)



At 31 December 2023

461,064


877,756


19,235


111,628


1,469,683




NET BOOK VALUE


At 31 December 2023

649,056


919,901


7,509


32,163


1,608,629




At 31 December 2022

646,152


903,538


11,937


42,904


1,604,531




TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


11.

TANGIBLE FIXED ASSETS - continued



Group



Fixed assets, included in the above, which are held under hire purchase contracts are as follows:


Plant and


machinery

£   



COST


At 1 January 2023


and 31 December 2023

676,905




DEPRECIATION


At 1 January 2023

79,477




Charge for year

72,965




At 31 December 2023

152,442




NET BOOK VALUE


At 31 December 2023

524,463




At 31 December 2022

597,428




12.

FIXED ASSET INVESTMENTS



Company



Investments (neither listed nor unlisted) were as follows:


31.12.23


31.12.22

£   

£   



Investment in subsidiaries

1,354,905


1,354,905





The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:



Subsidiaries



The Sash Window Workshop Limited


Registered office: England


Nature of business: Holding company


%


Class of shares:

holding



Ordinary

100.00



31.12.23


31.12.22

£   

£   



Aggregate capital and reserves

15,640


20,991




Profit for the year

711,315


530,465




TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


12.

FIXED ASSET INVESTMENTS - continued



The Sash Window Workshop Trading Limited *


Registered office: England


Nature of business: Manufacturing and installation of windows


%


Class of shares:

holding



Ordinary

100.00



31.12.23


31.12.22

£   

£   



Aggregate capital and reserves

1,102,450


981,368




Profit for the year

837,748


1,090,528




* Held indirectly through The Sash Window Workshop Limited.


13.

STOCKS



Group



31.12.23


31.12.22


£   

£   



Stocks

818,583


1,079,949





Stock consists of raw materials and consumables. Within this, the provision for the year is £Nil (2022: £Nil)


14.

DEBTORS



Group


Company



31.12.23


31.12.22


31.12.23


31.12.22


£   

£   

£   

£   



Amounts falling due within one year:



Trade debtors

470,665


208,906


-


-




Amounts owed by group undertakings

-


-


226,101


35,000




Other debtors

99,589


58,072


-


-




Directors' loan accounts

-


25,903


-


-




Tax

8,742


8,742


-


-




Prepayments

191,956


171,574


-


-



770,952


473,197


226,101


35,000





Amounts falling due after more than one year:



Other debtors

212,646


266,863


-


-





Aggregate amounts

983,598


740,060


226,101


35,000




TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


15.

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 (see note 17)

-


89,856


-


-




Hire purchase contracts  (see note 18)

128,277


128,277


-


-




Trade creditors

199,754


265,744


-


-




Amounts owed to group undertakings

-


-


743,002


770,244




Tax

352,826


184,781


36


36




Social security and other taxes

191,903


135,308


-


-




VAT

343,662


301,898


-


-




Other creditors

197,027


503,640


17,502


72




Directors' loan accounts

162,833


-


200,915


-




Accruals and deferred income

1,901,516


1,445,188


7,340


-



3,477,798


3,054,692


968,795


770,352




16.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR




Group



31.12.23


31.12.22


£   

£   



Hire purchase contracts  (see note 18)

247,040


394,624




17.

LOANS



An analysis of the maturity of loans is given below:



Group



31.12.23


31.12.22


£   

£   



Amounts falling due within one year or on

demand:



Bank loans

-


89,856




18.

LEASING AGREEMENTS



Minimum lease payments fall due as follows:



Group


Hire purchase contracts



31.12.23


31.12.22


£   

£   



Net obligations repayable:


Within one year

128,277


128,277




Between one and five years

247,040


394,624



375,317


522,901




TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


18.

LEASING AGREEMENTS - continued



Group


Non-cancellable operating

leases



31.12.23


31.12.22

£   

£   



Within one year

475,460


169,545




Between one and five years

1,266,391


273,410




In more than five years

875,000


-



2,616,851


442,955




19.

PROVISIONS FOR LIABILITIES



Group



31.12.23


31.12.22


£   

£   



Deferred tax

396,164


332,322





Other provisions

715,233


659,913





Aggregate amounts

1,111,397


992,235





Group


Deferred


Other



tax


provisions


£   

£   



Balance at 1 January 2023

332,322


659,913




Provided during year

63,842


55,320




Balance at 31 December 2023

396,164


715,233





Included within other provisions is a dilapidation provision £232,579 (2022: £205,579) and a remedial provision of £482,654 (2022: £454,335).


20.

CALLED UP SHARE CAPITAL




31.12.23


31.12.22





£


£




Allotted, called up and fully paid




5,600 Ordinary A shares of £0.10 each


560


560




2,150 Ordinary B shares of £0.10 each


215


215




800 Ordinary C shares of £0.10 each


80


80




450 Ordinary D shares of £0.10 each


45


45





900


900




Ordinary A,B,C and D shares each carry a right to vote, a right to a dividend, with the power to distinguish between the classes of share capital of the company when paying those dividends and a right to a capital distribution in the event of a winding up or return of capital. Ordinary shares are not redeemable.


TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


21.

RESERVES



Group


Retained


earnings

£   




At 1 January 2023

638,214




Profit for the year

734,431




Dividends

(716,666

)



At 31 December 2023

655,979





22.

PENSION COMMITMENTS



The group operates a defined contribution pension scheme. During the year, amounts charged to the profit and loss were £372,465 (2022 - 64,387 ). At 31st December 2023, amounts outstanding were £16,446 (2022 - £16,106).


23.

CAPITAL COMMITMENTS


31.12.23


31.12.22

£   

£   



Contracted but not provided for in the


financial statements

131,200


-




24.

RELATED PARTY DISCLOSURES



During the year, a total of key management personnel compensation of £ 628,195 (2022 - £ 409,634 ) was paid.


25.

ULTIMATE CONTROLLING PARTY



The controlling party is Mr R G Dollar.


TSWW Holdings Limited (Registered number: 10323916)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 December 2023


26.

SHARE-BASED PAYMENT TRANSACTIONS



The group has issued share options to certain employees under the Enterprise Management Initiative ('EMI') share option scheme.  The EMI options are settled in equity on the exercise of the option.  The vesting criteria include remaining within employment of the company at the time the option vests along with certain individual performance criteria.



Equity-settled options are measured at fair value at the date of grant based on the actual market value. In the opinion of the directors this represents the most reliable measurement of the fair value of the EMI share option.



The following EMI options were in existence at the year end.





Number


Weighted

average

exercise price




Outstanding at the beginning of the period



-


-



Granted during the period



400


£0.01



Forfeited during the period



-


-



Exercised during the period



-


-



Outstanding at the period end



400


£0.01




The number of EMI share options that were exercisable at the year end was NIL.



During the year, the company charged an expense of £NIL to the income statement in respect of equity-settled share based payments.