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 |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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: |
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. |
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: |
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. |
for and on behalf of |
Statutory Auditors |
TOR |
Saint-Cloud Way |
Maidenhead |
Berkshire |
SL6 8BN |
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 |
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 were approved by the Board of Directors and authorised for issue on |
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 |
Changes in equity |
Dividends | - | ( | ) | ( | ) |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Dividends | - | ( | ) | ( | ) |
Total comprehensive income | - |
Balance at 31 December 2023 | 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 |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
Tangible fixed assets |
Other fixed assets | - |
Plant and machinery | - |
Motor vehicles | - |
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. |
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 |
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 |
Registered office: England |
Nature of business: |
% |
Class of shares: | holding |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
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 |
Registered office: England |
Nature of business: |
% |
Class of shares: | holding |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
* 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 | - | - |
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 |
Amounts falling due after more than one year: |
Other debtors | 212,646 | 266,863 |
Aggregate amounts | 983,598 | 740,060 |
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 | - | - |
Tax | 352,826 | 184,781 |
Social security and other taxes | 191,903 | 135,308 |
VAT | 343,662 | 301,898 | - | - |
Other creditors | 197,027 | 503,640 |
Directors' loan accounts | 162,833 | - | 200,915 | - |
Accruals and deferred income | 1,901,516 | 1,445,188 |
3,477,798 | 3,054,692 |
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. |