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Registered number: 08840424









SOAR TPI (HOLDINGS) LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
SOAR TPI (HOLDINGS) LTD
 
 
COMPANY INFORMATION


Directors
D Bush 
I Gillott (resigned 1 August 2024)
R Spinage 




Registered number
08840424



Registered office
Touchpoint
Wainwright Road

Worcester

WR4 9FA




Independent auditors
MHA
Chartered Accountants & Statutory Auditor

Exchange Station

Tithebarn Street

Liverpool

L2 2QP





 
SOAR TPI (HOLDINGS) LTD
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 5
Independent auditors' report
 
6 - 9
Statement of comprehensive income
 
10
Statement of financial position
 
11
Statement of changes in equity
 
12
Statement of cash flows
 
13 - 14
Notes to the financial statements
 
15 - 28


 
SOAR TPI (HOLDINGS) LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
Soar TPI (Holdings) Ltd is a limited company incorporated in England and Wales, its registered office is Touch
Point, Wainwright Road, Worcester, WR4 9FA. The Company is reporting for the year ended 31 December
2023.

Business review
 
The Company is a wholly owned subsidiary of TPI Soar Ltd and operates as part of the group's European
division.
The Company's principal activity is as a holding company.
The directors are not aware, at the date of this report, of any likely major changes to the Company's activities in
the next year.
The statement of financial position on page 11 of the financial statements shows the Company's financial position at the year end.

Principal risks and uncertainties
 
The Company's investments are affected by the performance of the European economy; with price pressures evident across most sectors as competitors seek to protect and grow their share of the market place.
The management team in the directly and indirectly controlled subsidiary companies are actively involved in managing these risks.
Liquidity risk
The Company participates in group centralised treasury facilities.
Credit risk
The Company is an investor in its subsidiaries. The directors monitor investment decisions and performance
through a process of annual budget preparation, and monthly performance reviews. Group instructions direct
policy in the areas of credit control and customer risk management.

Financial key performance indicators
 
The Directors do not apply KPIs to the performance of the Company, which is an investment holding company.

Other key performance indicators
 
The Directors monitor the performance of the investments which the Company owns.

On 1st August 2024, Isobel Gillott resigned as a director.

Page 1

 
SOAR TPI (HOLDINGS) LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


This report was approved by the board and signed on its behalf.



D Bush
Director

Date: 20 September 2024

Page 2

 
SOAR TPI (HOLDINGS) LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The profit for the year, after taxation, amounted to £515,471 (2022 - £1,256,186).

No dividends were paid during the year (2022: £2,556,109).

Directors

The directors who served during the year were:

D Bush 
I Gillott (resigned 1 August 2024)
R Spinage 

Going concern

In performing their assessment of going concern the Directors have considered the ability of the company to meet its obligations as they fall due for a period of 12 months from the approval of these financial statements. The Directors have a reasonable expectation that Soar TPI (Holdings) Ltd has adequate resources to continue in operational existence over this period. In determining this conclusion the Directors have obtained a letter of support from fellow group undertaking Southco Manufacturing Limited and from the ultimate parent company and ultimate controlling party, Touchpoint Inc, a company incorporated in the USA, who have guaranteed the debts of the company for the going concern period.

Post balance sheet events

In March 2024 the Soar TPI (Holdings) Limited subsidiary Vanas Engineering BV was sold to another wholly owned subsidiary, Vanas Engineering NV, for £3,724,728.
In May 2024 Soar TPI (Holdings) Limited then disposed of the entire share capital of Vanas Engineering NV for £16,945,520.
In June 2024 Soar TPI acquired the entire share capital of Multix Solutions Srl, a company based in Mariano Comense, Italy, for £4,201,906. “Multix” is a company specialising in medical carts.
There have been no other significant events affecting the Company since the year end.

Engagement with employees

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of
the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
The Company participates in the TouchPoint Inc group's policies and practices to keep employees informed on the matters relevant to them through regular meetings, and notices. Employees are consulted regularly on a wide range of matters affecting their interests.

Page 3

 
SOAR TPI (HOLDINGS) LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Qualifying third party indemnity provisions

As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying
third party indemnity provision defined by section 234 of the Companies Act 2006. The indemnity was in force
throughout the last financial year and is currently in force.

Matters covered in the Strategic report

A review of the business, principal risks and uncertainties, and financial and non-financial key performance
indicators are included within the strategic report.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'). 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  and of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

The directors confirm that:
 
so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware, and

the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Page 4

 
SOAR TPI (HOLDINGS) LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditors

Following the merger of MHA Moore & Smalley with MHA, the company's independent auditor has now become MHA. A resolution to reappoint MHA as independent auditor will be proposed at the next Annual General Meeting.

This report was approved by the board and signed on its behalf.
 





D Bush
Director

Date: 20 September 2024

Page 5

 
SOAR TPI (HOLDINGS) LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOAR TPI (HOLDINGS) LTD
 

Qualified opinion
We have audited the financial statements of Soar TPI (Holdings) Ltd (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for qualified opinion section of our report, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion
As explained in note 2.1 to the financial statements, the company has prepared individual accounts in
accordance with section 394 of the Companies Act 2006 but has not consolidated the financial information of its subsidiary undertakings which are listed in note 12 to the financial statements. 

The company is required to prepare group accounts in accordance with section 399 of the Companies Act 2006 and to consolidate the financial information of its subsidiary undertakings in accordance with the requirements of FRS 102 section 9 ‘Consolidated and Separate Financial Statements’ and to account for its associate in accordance with FRS 102 section 14 ‘Investments in Associates’. The effect on the financial statements of the failure to consolidate its subsidiary undertakings in accordance with FRS 102 section 9 and to account for its associate in accordance with FRS 102 section 14 has not been determined; as it is considered impractical to do so. In addition, the requirement for the company to prepare group financial statements and to consolidate the financial information of its subsidiary undertakings and to account for its associate is not reflected in the directors’ report or the strategic report.  This is also a departure from s386(5) of the Companies Act 2006, denoting that a parent company takes reasonable steps to ensure its undertakings maintain adequate accounting records enabling the Directors to prepare consolidated accounts in compliance with the requirements of the Act.  

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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 6

 
SOAR TPI (HOLDINGS) LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOAR TPI (HOLDINGS) LTD
 


Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.

As described in the basis for qualified opinion section of our report, our audit opinion is qualified for the failure of the company to prepare group financial statements, consolidating the financial information of its subsidiary undertakings and to incorporate the result of its associate.  Furthermore, the failure to prepare group financial statements also has significant implications upon the recognition of the size of the Company (and its Group) and the resulting disclosures required under the applicable accounting standards.  The Company itself is a small company under United Kingdom Generally Accepted Accounting Practice and can apply the provisions of FRS 102 section 1A, with the option to exclude certain disclosures within the directors’ report and to remove the strategic report entirely.  However, the Group is a large group and, if group financial statements were prepared, various additional disclosures would be required such as the disclosures under the Streamlined Energy and Carbon Reporting regulations.  The Company has not fully followed either size requirement entirely in the directors’ report or the strategic report and accordingly we have concluded that the other information is materially misstated for the same reason.


Opinions on other matters prescribed by the Companies Act 2006
Except for the matter described in the basis for qualified opinion and other information sections of our report, in our opinion, based on the work undertaken in the course of the audit:

the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Except for the matter described in the basis for qualified section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.




Page 7

 
SOAR TPI (HOLDINGS) LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOAR TPI (HOLDINGS) LTD
 

Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Reviewing how management identify and track compliance with key laws and regulations. Scrutinising legal and professional costs incurred for indications of non-compliance and to identify any evidence of ongoing litigation and therefore consequential financial implications;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale  of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and,
Reviewing transactions relating to investment income, to ensure revenue is complete in the financial statements and recognised in the correct accounting period.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor's report.

Page 8

 
SOAR TPI (HOLDINGS) LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOAR TPI (HOLDINGS) LTD
 

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.









Andrew Matthews BFP ACA FCCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Statutory Auditor, Chartered Accountants



20 September 2024

MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)

Page 9

 
SOAR TPI (HOLDINGS) LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Administrative expenses
  
(869)
(32,634)

Other operating charges
  
-
(3,784)

Operating loss
 4 
(869)
(36,418)

Income from fixed assets investments
 7 
619
2,724,103

Interest receivable and similar income
 8 
1,248,833
293,899

Interest payable and similar expenses
 9 
(733,047)
(1,694,708)

Profit before tax
  
515,536
1,286,876

Tax on profit
 10 
(65)
(30,690)

Profit for the financial year
  
515,471
1,256,186

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 15 to 28 form part of these financial statements.

The results included above are generated from continuing operations.

Page 10

 
SOAR TPI (HOLDINGS) LTD
REGISTERED NUMBER: 08840424

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
(note 21)
2023
2022
Note
£
£

Fixed assets
  

Investments
 12 
64,941,526
63,897,626

  
64,941,526
63,897,626

Current assets
  

Debtors: amounts falling due within one year
 13 
15,626,169
12,486,184

Cash at bank and in hand
 14 
1,529
610

  
15,627,698
12,486,794

Creditors: amounts falling due within one year
 15 
(52,737,911)
(49,068,578)

Net current liabilities
  
 
 
(37,110,213)
 
 
(36,581,784)

Total assets less current liabilities
  
27,831,313
27,315,842

  

Net assets
  
27,831,313
27,315,842


Capital and reserves
  

Called up share capital 
 17 
26,024,253
26,024,253

Profit and loss account
 18 
1,807,060
1,291,589

  
27,831,313
27,315,842




The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D Bush
Director

Date: 20 September 2024

The notes on pages 15 to 28 form part of these financial statements.

Page 11

 
SOAR TPI (HOLDINGS) LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
26,024,253
2,591,512
28,615,765


Comprehensive income for the year

Profit for the year
-
1,256,186
1,256,186
Total comprehensive income for the year
-
1,256,186
1,256,186


Contributions by and distributions to owners

Dividends: Equity capital
-
(2,556,109)
(2,556,109)



At 1 January 2023
26,024,253
1,291,589
27,315,842


Comprehensive income for the year

Profit for the year
-
515,471
515,471
Total comprehensive income for the year
-
515,471
515,471


At 31 December 2023
26,024,253
1,807,060
27,831,313


The notes on pages 15 to 28 form part of these financial statements.

Page 12

 
SOAR TPI (HOLDINGS) LTD
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
(note 21)
2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
515,471
1,256,186

Adjustments for:

Interest payable to group companies
731,681
615,585

Interest receivable from group companies
(349,823)
(293,899)

Taxation charge
1,431
30,690

(Increase) in debtors
(354,737)
(313,026)

(Decrease)/increase in creditors
(544,273)
1,392,149

Income from shares in group undertakings receivable
(619)
(2,724,103)

Corporation tax (paid)/received
(1,366)
-

Non-cash impact of movements in exchange rates
-
31,788

Net cash generated from operating activities

(2,235)
(4,630)


Cash flows from investing activities

New loans to group undertakings
(2,435,425)
(813,894)

Purchase of fixed asset investments
(1,043,900)
(16,428,520)

Dividends received
554
2,556,109

Net cash from investing activities

(3,478,771)
(14,686,305)

Cash flows from financing activities

Repayment of loans
-
(1,574,403)

Other new loans
-
1,000,000

New loans from group companies
3,481,925
17,879,466

Dividends paid
-
(2,556,109)

Interest paid
-
(58,864)

Net cash used in financing activities
3,481,925
14,690,090

Net increase/(decrease) in cash and cash equivalents
919
(845)

Cash and cash equivalents at beginning of year
610
1,455

Cash and cash equivalents at the end of year
1,529
610


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,529
610

1,529
610
Page 13

 
SOAR TPI (HOLDINGS) LTD
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated

2023
2022

£
£



The notes on pages 15 to 28 form part of these financial statements.

Page 14

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Soar TPI (Holdings) Ltd is a limited company incorporated in England and Wales, its registered office is
Touch Point, Wainwright Road, Worcester, WR4 9FA. The entity is reporting for the year ended 31
December 2023. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company has prepared individual accounts in accordance with section 394 of the Companies Act 2006 and has not consolidated the financial information of its subsidiary undertakings. The Company is required to prepare group accounts in accordance with section 399 of the Companies Act 2006 and to consolidate the financial information of its subsidiary undertakings in accordance with the requirement of FRS102 section 9 'Consolidated and Separate Financial Statement', but has not done so. As it is the Directors opinion, to consolidate the entire UK Group position, incorporating all worldwide subsidiaries has so far been economically unviable due to the complexity of the group and the lack of historically available information. Active efforts are however being made to rectify this position from the next financial year. As such, the financial statements provide information about the company only and not about its group which is a departure from the required accounting standard.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

In performing their assessment of going concern the Directors have considered the ability of the company to meet its obligations as they fall due for a period of 12 months from the approval of these financial statements. The Directors have a reasonable expectation that Soar TPI (Holdings) Ltd has adequate resources to continue in operational existence over this period. In determining this conclusion the Directors have obtained a letter of support from fellow group undertaking Southco Manufacturing Limited and from the ultimate parent company and ultimate controlling party, Touchpoint Inc, who have guaranteed the debts of the company for the going concern period.

 
2.3

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.4

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 15

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.6

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

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.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Page 16

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 17

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, management is required to make judgements,
estimates and assumptions about the carrying value of assets and liabilities that are not readily available
from other sources. The estimates and underlying assumptions are based on historical experience and
other factors that are considered 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 and future periods if the revision affects both current and future periods.
Management believe there are no areas of estimates which would have a significant effect on the
amounts recognised in the financial statements.


4.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
-
31,788

Page 18

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Auditors' remuneration

The audit fee in relation to services provided to Soar TPI (Holdings) Limited amounting to £3,000 (2022 : £3,000) has been borne by a fellow subsidiary of the group.





6.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL).

Directors are remunerated through other Companies in the Group.


7.


Income from fixed asset investments

2023
2022
£
£





Dividends receivable from subsidiaries
(619)
(2,724,103)



8.


Interest receivable and similar income

2023
2022
£
£


Interest receivable from group companies
349,823
293,899

Foreign exchange on loans from group companies
899,010
-

1,248,833
293,899


9.


Interest payable and similar expenses

2023
2022
£
£


Foreign exchange on loans from group companies
-
1,079,123

Interest payable on loans from group companies
731,681
615,585

Other interest payable
1,366
-

733,047
1,694,708

Page 19

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Foreign tax suffered
65
136,206

Adjustments in respect of previous periods
-
(105,516)


Total current tax
65
30,690

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
515,536
1,286,876


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
121,254
244,506

Effects of:


Expenses not deductible for tax purposes
1
6,760

Adjustments to tax charge in respect of prior periods
-
(105,516)

Non-taxable income
(146)
(517,580)

Effects of overseas tax rates
65
136,206

Group relief
(121,109)
266,314

Total tax charge for the year
65
30,690

From 1 April 2023 the government have enacted changes to the corporation tax rate, increasing the main tax rate to 25%. For companies where financial year ends straddle two tax years pre and post the increase of corporation tax to 25%, profits are apportioned in the ratio to account for the number of months under a 19% taxation rate and a 25% taxation rate. The effective rate of tax for the year ended 31 December 2023 is therefore 23.52%.


11.


Dividends

2023
2022
£
£


Dividends paid to parent company
-
2,556,109

Page 20

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023 (as previously stated)
63,886,626


Prior Year Adjustment

11,000


At 1 January 2023 (as restated)
63,897,626


Additions
1,043,900



At 31 December 2023
64,941,526






Net book value



At 31 December 2023
64,941,526



At 31 December 2022 (as restated)
63,897,626


In May 2022 a fellow group subsidiary acquired a 99.96% holding of Darshana Industries Pvt. Ltd, a company based in Pune, India. Soar TPI acquired a minority shareholding of 0.04% for £11,000. This addition had not been included in 2022 statutory accounts, and is presented here as a prior year adjustment.
In August 2023 Soar TPI made a capital contribution of £1,043,900 in its subsidiary TPM Nordic AS.

Page 21

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Supply Point Systems Limited
UK
Manufacturing
Ordinary
  100%
Supply Point Systems (1) Pvt. Ltd*
India
Distribution
Ordinary
100%
Supply Point Systems (Shanghai) Co. Ltd*
China
Distribution
Ordinary
100%
Supply Point Systems GmbH*
Germany
Distribution
Ordinary
100%
Supply Point Systems SRL*
Italy
Distribution
Ordinary
100%
ITD Australia Pty Limited*
Australia
Distribution
Ordinary
100%
ITD Medical Technology Products (Shanghai) Co Ltd*
China
Distribution
Ordinary
100%
ITD GmbH
Germany
Manufacturing
Ordinary
100%
TouchPoint Medical Shanghai Co. Ltd
China
R&D
Ordinary
100%
Vanas Engineering NV
Belgium
Manufacturing
Ordinary
100%
TouchPoint Medical NV
Belgium
Manufacturing
Ordinary
100%
Supply Point Systems Brasil Ltda
Brazil
Manufacturing
Ordinary
100%
ITD Medical Limited
UK
Distribution
Ordinary
100%
Southco Poland sp. z o.o.
Poland
Distribution
Ordinary
100%
Vanas Engineering BV
Netherlands
Distribution
Ordinary
100%
TouchPoint Medical Nordic AS
Norway
Distribution
Ordinary
100%
TouchPoint Medical Nordic AB*
Sweden
Distribution
Ordinary
100%
TouchPoint Medical Nordic OY*
Finland
Distribution
Ordinary
100%
Morse Watchmans UK
UK
Manufacturing
Ordinary
100%
Ethilog BV*
Belgium
Manufacturing
Ordinary
100%
Parity Medical Holdings Ltd
UK
Holding company
Ordinary
100%
Parity Computers Ltd*
UK
Manufacturing
Ordinary
100%
Parity Medical Ltd*
UK
Distribution
Ordinary
100%

*held indirectly

Page 22

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Supply Point Systems Limited
3,366,007
117,914

Supply Point Systems (1) Pvt. Ltd*
(46,465)
(27,040)

Supply Point Systems (Shanghai) Co. Ltd*
(2,156,063)
(181,282)

Supply Point Systems GmbH*
778,118
90,929

Supply Point Systems SRL*
615,391
93,280

ITD Australia Pty Limited*
89,439
(210)

ITD Medical Technology Products (Shanghai) Co Ltd*
293,917
(362,969)

ITD GmbH
20,771,946
2,568,124

TouchPoint Medical Shanghai Co. Ltd
(423,484)
(90,026)

Vanas Engineering NV
7,260,980
1,852,011

TouchPoint Medical NV
4,308,084
(1,430,999)

Supply Point Systems Brasil Ltda
(41,863)
(6,101)

ITD Medical Limited
2
-

Southco Poland sp. z o.o.
19,709,747
10,938,034

Vanas Engineering BV
1,969,820
221,987

TouchPoint Medical Nordic AS
1,576,663
(156,999)

TouchPoint Medical Nordic AB*
758,132
(103,428)

TouchPoint Medical Nordic OY*
263,110
7,567

Morse Watchmans UK
798,466
(89,166)

Ethilog BV*
1,750,197
(409,442)

Parity Medical Holdings Ltd
10,000
-

Parity Computers Ltd*
5,259,167
675,525

Parity Medical Ltd*
2
-


13.


Debtors

2023
2022
£
£


Amounts owed by group undertakings (note 19)
15,626,169
12,486,184


Amounts owed by group undertakings are unsecured, attract interest at between 2% and 3% fixed per annum and are repayable on demand.

Page 23

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,529
610

1,529
610



15.


Creditors: Amounts falling due within one year

As restated
(note 21)
2023
2022
£
£

Amounts owed to group undertakings (note 19)
51,652,590
47,983,257

Other creditors
1,000,000
1,000,000

Accruals and deferred income
85,321
85,321

52,737,911
49,068,578


Amounts owed to group undertakings are unsecured, attract interest at between 1.5% and 3% fixed per annum and are repayable on demand.


.
Analysis of net debt


At 1 January 2023
As restated
(note 21)
Cash flows
Other non-cash changes
At 31 December 2023

£
£
£
£

Cash at bank and in hand
610
919
-
1,529

Debt due within1 year
47,983,257
-
3,669,333
51,652,590

47,983,867
919
3,669,333
51,654,119

Other non-cash changes represent movements in related party balances (see note 19).


Page 24

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Financial instruments

As restated
(note 21)
2023
2022
£
£

Financial assets


Cash and cash equivalents
1,529
610

Financial assets measured at amortised cost
15,626,169
12,486,185


15,627,698
12,486,795

Financial liabilities


Financial liabilities measured at amortised cost
52,737,911
49,068,578



Cash and cash equivalents comprise cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Page 25

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



26,024,253 (2022 - 26,024,253) Ordinary shares of £1.00 each
26,024,253
26,024,253



18.


Reserves

Profit and loss account

Profit and loss account includes all prior and current retained earnings, net of dividends paid.


19.


Related party transactions

The company had the following balances with related parties during the year:



2023
2022
As restated
(note 21)
£
£

Amounts owed by group undertakings
Southco Poland sp. z.o.o
8,479,414
7,877,659
TPI Soar Ltd
2,786,569
2,714,316
TouchPoint Medical NV
4,359,246
1,893,270
ITD GmbH
940
940
15,626,169
12,486,185
Amounts owed to group undertakings
Southco Manufacturing Ltd
49,925,236
46,306,063
Parity Computers Ltd
1,726,429
1,676,269
TPI Soar Ltd
925
925
51,652,590
47,983,257


20.


Post balance sheet events

In March 2024 the Soar TPI (Holdings) Limited subsidiary Vanas Engineering BV was sold to Vanas Engineering NV, for £3,724,728.
In May 2024 Soar TPI (Holdings) Limited disposed of Vanas Engineering NV for £16,945,520.
In June 2024 Soar TPI (Holdings) Limited acquired Multix Solutions Srl, a company based in Mariano Comense, Italy, for £4,201,906. “Multix” is a company specialising in medical carts.
 

Page 26

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Guarantees

The company is party to a fixed and floating debenture originally dated 13 October 2015 and renewed 2 August 2022, over all assets of the company, in favour of PNC Bank, National Association.  This debenture renders the company joint and severally liable for all debts, along with its fellow group Companies: Southco Manufacturing Limited, Southco Severn Ltd, Touch Point Investments UK Ltd, TPI Soar Ltd and Soar TPI (Holdings) Ltd. 


22.
Restatement of 2022 accounts

In May 2022 a fellow group subsidiary (Southco Manufacturing Ltd) acquired a 99.96% holding of Darshana Industries Pvt. Ltd, a company based in Pune, India. Soar TPI acquired a minority shareholding of 0.04% for £11,000. This addition had not been included in 2022 statutory accounts, and is presented here as a prior year adjustment.

The amount required for the investment was funded by an increase in the intercompany loan from Southco Manufacturing Ltd. Interest accrued in 2022 was not taken into account due to the negligeable amount (£97).

The table below summarises the restatements for the items affected in the statement of financial position and statement of cash flows. 

2022
(as previously reported)
Restatement
2022
(as restated)

Statement of financial position


Investments
63,886,626
11,000
63,897,626

Creditors: amounts falling due within one year
(49,057,578)
(11,000)
(49,068,578)

Impact on net assets
-


Statement of cash flows


Cash flows from investing activities

Purchase of fixed asset investments
(16,417,520)
(11,000)
(16,428,520)

(11,000)


Cash flows from financing activities

New loans from group companies
17,868,466
11,000
17,879,466

11,000

Page 27

 
SOAR TPI (HOLDINGS) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Ultimate parent company and controlling party

At 31 December 2023 the immediate parent company was TPI Soar Ltd.
The Company's ultimate parent company and ultimate controlling party is Touchpoint Inc, incorporated in the United States of America. The largest group of which the Company is a member, and for which consolidated financial statements are prepared, in which this company is included, is headed by Touchpoint Inc. The accounts of Touchpoint Inc are not publicly available. The Directors have made the decision not to consolidate the results of the Company's subsidiaries into the results of Soar TPI (Holdings) Ltd, nor have they taken advantage of the exemption available from consolidation within s400 of The Companies Act 2004.


Page 28