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Registered number: 08840396









TPI SOAR LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
TPI SOAR LTD
 
 
COMPANY INFORMATION


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




Registered number
08840396



Registered office
Touchpoint
Wainwright Road

Worcester

WR4 9FA




Independent auditors
MHA
Chartered Accountants & Statutory Auditor

Exchange Station

Tithebarn Street

Liverpool

L2 2QP





 
TPI SOAR 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
Notes to the financial statements
 
14 - 24


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

Introduction
 
TPI Soar Ltd is a limited company incorporated in England and Wales, its registered office is Touchpoint,
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 Touch Point Investments UK 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.
On 1 August 2024 Isobel Gillott resigned as a director.

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 marketplace.
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.

Page 1

 
TPI SOAR 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

 
TPI SOAR 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 loss for the year, after taxation, amounted to £113,370 (2022 - profit £1,876,288).

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

Directors

The directors who served during the year were:

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

Going concern

In performing their assessment of going concern the Directors have considered the ability of the firm 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 TPI Soar 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.
Post balance sheet events
There have been no 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.

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.

Page 3

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

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 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.

Page 4

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


Disclosure of information to auditors

The directors confirm that:
 
so far as each director is 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.

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

 
TPI SOAR LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TPI SOAR LTD
 

Qualified opinion
We have audited the financial statements of TPI Soar 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 loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for 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 11 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

 
TPI SOAR LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TPI SOAR 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.


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
Page 7

 
TPI SOAR LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TPI SOAR LTD
 

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

 
TPI SOAR LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TPI SOAR 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
Liverpool, United Kingdom





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

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

2023
2022
Note
 £ 
£

  

Administrative expenses
  
-
(31,788)

Operating profit/(loss)
 4 
-
(31,788)

Income from shares in group undertakings
  
-
2,587,897

Interest payable and similar expenses
 8 
(113,370)
(679,821)

(Loss)/profit before tax
  
(113,370)
1,876,288

Tax on (loss)/profit
 9 
-
-

(Loss)/profit for the financial year
  
(113,370)
1,876,288

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

The notes on pages 14 to 24 form part of these financial statements.

The results included above are generated from continuing operations.

Page 10

 
TPI SOAR LTD
REGISTERED NUMBER: 08840396

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 11 
26,024,254
26,024,254

  
26,024,254
26,024,254

Current assets
  

Debtors: amounts falling due within one year
 12 
925
926

  
925
926

Creditors: amounts falling due within one year
 13 
(12,918,152)
(12,804,783)

Net current liabilities
  
 
 
(12,917,227)
 
 
(12,803,857)

Total assets less current liabilities
  
13,107,027
13,220,397

  

Net assets
  
13,107,027
13,220,397


Capital and reserves
  

Called up share capital 
 15 
13,179,551
13,179,551

Profit and loss account
 16 
(72,524)
40,846

  
13,107,027
13,220,397




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 14 to 24 form part of these financial statements.

Page 11

 
TPI SOAR 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
13,179,551
720,667
13,900,218


Comprehensive income for the year

Profit for the year
-
1,876,288
1,876,288
Total comprehensive income for the year
-
1,876,288
1,876,288


Contributions by and distributions to owners

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



At 1 January 2023
13,179,551
40,846
13,220,397


Comprehensive income for the year

Loss for the year
-
(113,370)
(113,370)
Total comprehensive income for the year
-
(113,370)
(113,370)


At 31 December 2023
13,179,551
(72,524)
13,107,027


The notes on pages 14 to 24 form part of these financial statements.

Page 12

 
TPI SOAR LTD
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(113,370)
1,876,288


Interest payable
113,370
679,821

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

Decrease/(increase) in amounts owed by groups
-
(2,587,897)

Net cash generated from operating activities

-
-




Net increase in cash and cash equivalents
-
-

Cash and cash equivalents at the end of year
-
-


Cash and cash equivalents at the end of year comprise:

-
-


The notes on pages 14 to 24 form part of these financial statements.

The Company's cash and cash equivalents are held by a related group company. As a result, there are no cash transactions that take place in this Company and the Company does not hold title to any bank accounts. All significant non-cash transactions have been disclosed in the notes to the financial statements.

Page 13

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

1.


General information

TPI Soar Ltd is a private Company limited by shares & incorporated in England and Wales, its registered head office is located at Touchpoint, 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 firm 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 TPI SOAR 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 and from 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 14

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

2.Accounting policies (continued)

 
2.5

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.

 
2.6

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.

 
2.7

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 15

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

2.Accounting policies (continued)

 
2.8

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'.

 
2.9

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.


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 believes there are no areas of estimate which would have a significant effect on the
amounts recognised in the financial statements. 

Page 16

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

4.


Operating profit/(loss)

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

2023
2022
£
£

Exchange differences
-
31,788


5.


Auditors' remuneration

The audit fee in relation to services provided to TPI Soar Ltd 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 investments

2023
2022
£
£

Income from investments in group companies
-
(2,587,897)







8.


Interest payable and similar expenses

2023
2022
£
£


Interest payable on loans from group companies
113,370
679,821

Page 17

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

9.


Taxation



Factors affecting tax charge for the year

The tax assessed for the year is higher 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
£
£


(Loss)/profit on ordinary activities before tax
(113,370)
1,876,288


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(26,665)
356,495

Effects of:


Expenses not deductible
16,994
19,767

Non-taxable income
-
(491,700)

Group relief
9,671
115,438

Total tax charge for the year
-
-

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%.


10.


Dividends

2023
2022
£
£


Dividends payable to parent company
-
2,556,109

Page 18

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

11.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
26,024,254



At 31 December 2023
26,024,254






Net book value



At 31 December 2023
26,024,254



At 31 December 2022
26,024,254

Page 19

 
TPI SOAR 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

Soar TPI (Holdings) Ltd
UK
Holding company
Ordinary
100%
Supply Point Systems GmbH*
Germany
Distribution
Ordinary
100%
Supply Point Systems SRL*
Italy
Distribution
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 Limited*
UK
Manufacturing
Ordinary
100%
ITD GmbH*
Germany
Manufacturing
Ordinary
100%
ITD Australia Pty Limited*
Australia
Distribution
Ordinary
100%
ITD Medical Technology Products (Shanghai) Co. Ltd*
China
Distribution
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 20

 
TPI SOAR 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)
£
£

Soar TPI (Holdings) Ltd
27,831,313
515,471

Supply Point Systems GmbH*
778,118
90,929

Supply Point Systems SRL*
615,391
93,280

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

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

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

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

ITD Australia Pty Limited*
89,439
(210)

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

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
-

Page 21

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

12.


Debtors

2023
2022
£
£


Amounts owed by group undertakings (note 17)
925
926


Amounts owed by group undertakings are unsecured non-interest bearing loans repayable on demand.


13.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings (note 17)
(12,918,152)
(12,804,783)


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


.
Analysis of net debt


At 1 January 2023
Other non-cash changes
At 31 December 2023

£
£
£

Debt due within 1 year
(12,804,783)
(113,369)
(12,918,152)

(12,804,783)
(113,369)
(12,918,152)

Other non-cash changes represent movements in related party balances (see note 17).


Page 22

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

14.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets measured at amortised cost
925
926


Financial liabilities


Financial liabilities measured at amortised cost
(12,918,152)
(12,804,782)


Financial assets measured at amortised cost comprise amounts owed by group undertakings.


Financial liabilities measured at amortised cost comprise amounts owed to group undertakings.


15.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



13,179,551 (2022 - 13,179,551) Ordinary shares of £1.00 each
13,179,551
13,179,551


There is a single class of ordinary shares. There are no restrictions on dividends and the repayments of capital.


16.


Reserves

Profit and loss account

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

Page 23

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

17.


Related party transactions

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


2023
2022
£
£

Amounts owed by group undertakings
Soar TPI (Holdings) Ltd
925
926
Amounts owed to group undertakings
Touch Point Investments UK Ltd
10,131,586
10,090,469
Soar TPI (Holdings) Ltd
2,786,566
2,714,314
12,918,152
12,804,783


18.


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.


19.


Controlling party

At 31 December 2023 the immediate parent company was Touch Point Investments UK 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 TPI Soar Ltd, nor have they taken advantage of the exemption available from consolidation within s400 of The Companies Act 2004.


Page 24