Company registration number 10575233 (England and Wales)
TTG CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
TTG CAPITAL LIMITED
COMPANY INFORMATION
Directors
J R Taylor
C H J Browne
Secretary
M G Finnegan
Company number
10575233
Registered office
3rd Floor Tower 42,
25 Old Broad Street,
London,
United Kingdom,
EC2N 1HQ
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
Bankers
Barclays Bank PLC
1 Churchill Place
London
United Kingdom
E14 5HP
TTG CAPITAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 8
Statement of income and retained earnings
9
Balance sheet
10
Notes to the financial statements
11 - 20
TTG CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Introduction
The principal activity of the firm is dealing on its own account in a principal capacity on international futures and options exchanges. The firm supports its professional traders with clearing, technology, capital and risk management.
Review of the business
The firm is an FCA authorised and regulated investment firm. In 2023 the company focused resources toward its trading tools, risk management and numerous streams of business development which will benefit the firm over the coming year. Heightened profits of 2022 were achieved from multiple sources of market uncertainty which had somewhat settled down for 2023 by comparison. The firm will look to increase efficiency to combat inflationary overheads whilst diversifying income sources to better protect itself in subdued markets.
The Board continues to pursue new business opportunities and evaluates these in the context of the overall risk appetite of the firm. The firm is well placed to continue to operate effectively, evaluate and capture complementary opportunities as they arise.
The Board maintains awareness of future changes to the regulatory environment to ensure it can adapt its operations with minimal disruption.
Principal risks and uncertainties
The Board determine the firm’s strategy and risk appetite together with designing and implementing a risk management framework to recognise the risks faced by the firm and the steps to mitigate them. The Board meet regularly to assess the current projections for profitability, capital management, risk management and business planning. The firm has exposure to the following areas of risk:
Market Risk:
The firm is exposed to market risk through trading positions entered into by its traders on the firm’s own account.
The risk associated with this is managed and mitigated through real time risk monitoring and management together with soft and hard risk limit parameters.
Credit Risk:
The firm has credit risk exposure to Banks and Clearing Institutions arising from funds deposited with those institutions for margin purposes and cash deposits. The firm mitigates the risk of effect of default by ensuring assets are divided across more than one counterparty and that those institutions are well capitalised institutions.
Operational Risk:
The firm is exposed to operation risk and this could result in losses through failure of personnel, technology platforms, infrastructure or any external forces impacting these. The firm mitigates these possibilities through its risk framework, the ICARA process, Business Continuity Plan and Disaster Recovery Plan.
Liquidity Risk:
The firm is exposed to liquidity risk through having insufficient liquid resources to meet margin calls and/or operational liabilities as they fall due. The firm actively manages its liquidity and the liquidity of its assets to ensure it mitigates against the risk of insufficient liquidity. Assets held are predominantly in the form of cash and are liquid in nature, and the firm additionally manages where it holds those assets in order to ensure it can meet margin obligations as required in addition to ensuring it can meet its operational liabilities as they fall due and all operational cash flow requirements. The firm's liquidity and liquidity requirements are actively monitored on a continuous basis.
Foreign Exchange Risk:
The firm utilises GBP as its functional currency. The majority of its operating expenses are denominated in GBP; however income is derived in many currencies giving rise to foreign exchange exposure. This risk is managed through constant review of currency balances and currency cash flow requirements.
TTG CAPITAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Directors' statement of compliance with duty to promote the success of the company
The directors are aware of their duties under section 172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing to have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to foster the company's business relationships with suppliers, customers and others;
(d) the impact of the company's operations on the community and the environment;
(e) the desirability of the company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between members of the company.
In carrying out their duties, the directors seek effective engagement with key stakeholders, including clients, employees and shareholders, and recognise the importance of their interests to the long term commercial success of the company, and the wider group.
J R Taylor
Director
24 April 2024
TTG CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £700,000. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J R Taylor
C H J Browne
Dr S J Taylor
(Resigned 31 December 2023)
Energy and carbon report
As the company has consumed more than 40,000 kWh of energy in this reporting period, it is required to report on its UK emissions, energy consumption and energy efficiency activities.
UK energy use and associated greenhouse gas emissions
Current UK based annual energy usage and associated annual greenhouse gas (“GHG”) emissions are reported pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)Regulations 2018 (“the 2018 Regulations”) that came into force 1 April 2019.
Organisational boundary
In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary. As a consequence, energy use and emissions are aligned with the financial reporting of the company as a whole.
Reporting period
The annual reporting period is 1st January to 31st December each year and the energy and carbon emissions are aligned to this period.
2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
163,042
177,253
TTG CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
-
- Fuel consumed for owned transport
-
-
-
-
Scope 2 - indirect emissions
- Electricity purchased
33.75
36.69
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
-
-
Total gross emissions
33.75
36.69
Intensity ratio
Tonnes CO2e per employee
1.35
1.47
Quantification and reporting methodology
The company has followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per UK employee.
Measures taken to improve energy efficiency
There were no energy efficiency actions recorded for this year.
Statement of directors' responsibilities
The directors are responsible for preparing the annual 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). 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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
TTG CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
J R Taylor
Director
24 April 2024
TTG CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TTG CAPITAL LIMITED
- 6 -
Opinion
We have audited the financial statements of TTG Capital Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of income and retained earnings, the balance sheet 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 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.
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 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.
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.
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 our 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.
TTG CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TTG CAPITAL LIMITED
- 7 -
Matters on which we are required to report by exception
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.
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 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 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.
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.
TTG CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TTG CAPITAL LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and 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 indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Adam East ACA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
24 April 2024
Chartered Accountants
Statutory Auditor
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
TTG CAPITAL LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
2
37,300,689
94,144,005
Cost of sales
(30,556,582)
(85,377,294)
Gross profit
6,744,107
8,766,711
Administrative expenses
(7,579,128)
(7,443,551)
Other operating income
65,789
Operating (loss)/profit
3
(769,232)
1,323,160
Interest receivable and similar income
7
833,633
86,814
Profit before taxation
64,401
1,409,974
Tax on profit
8
(32,270)
(78,817)
Profit for the financial year
32,131
1,331,157
Retained earnings brought forward
2,734,904
1,403,747
Dividends
9
(700,000)
Retained earnings carried forward
2,067,035
2,734,904
The profit and loss account has been prepared on the basis that all operations are continuing operations.
TTG CAPITAL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
12,000
Tangible assets
11
71,027
85,008
83,027
85,008
Current assets
Debtors
12
32,029,879
41,077,842
Cash at bank and in hand
3,861,037
4,460,478
35,890,916
45,538,320
Creditors: amounts falling due within one year
13
(31,906,908)
(40,888,424)
Net current assets
3,984,008
4,649,896
Net assets
4,067,035
4,734,904
Capital and reserves
Called up share capital
15
2,000,000
2,000,000
Profit and loss reserves
2,067,035
2,734,904
Total equity
4,067,035
4,734,904
The financial statements were approved by the board of directors and authorised for issue on 24 April 2024 and are signed on its behalf by:
J R Taylor
Director
Company Registration No. 10575233
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information
TTG Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor Tower 42, 25 Old Broad Street, London, United Kingdom, EC2N 1HQ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The financial statements of the company are consolidated in the financial statements of Tower Trading Group Holdings Limited. These consolidated financial statements are available from its registered office, 3rd Floor Tower 42, 25 Old Broard Street, London, United Kingdom, EC2N 1HQ.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover comprises revenue recognised by the company in respect of services supplied during the year, exclusive of value added tax. Turnover is recognised in the following ways:
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Business Intellectual Property Rights
3 Years
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
5 years
Office equipment
4 years
Fixtures and fittings
4 years
Computer equipment
2 to 4 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and other short-term liquid investments with original maturities of three months or less.
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.8
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 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 the future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit concessionary loan.
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 profit and loss.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Foreign exchange
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.
1.15
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
Turnover
The whole of the turnover is attributable to the company's principal activity.
All turnover arose within the United Kingdom.
3
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
64,546
(263,933)
Depreciation of owned tangible fixed assets
80,150
123,395
Operating lease charges
387,100
271,660
4
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
44,400
63,000
For other services
Audit-related assurance services
2,400
2,100
All other non-audit services
6,300
4,500
8,700
6,600
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Administration staff
13
12
Compliance and risk
8
9
Information Technology
4
4
Total
25
25
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
2,158,099
2,348,301
Social security costs
184,397
310,320
Pension costs
51,446
69,624
2,393,942
2,728,245
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
504,087
920,615
Company pension contributions to defined contribution schemes
15,839
27,969
519,926
948,584
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2022 - 3).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
180,993
323,464
Company pension contributions to defined contribution schemes
6,424
9,851
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
11,738
20,812
Other interest income
821,895
66,002
Total income
833,633
86,814
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
32,270
269,799
Adjustments in respect of prior periods
(190,982)
Total current tax
32,270
78,817
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
64,401
1,409,974
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
15,147
267,895
Tax effect of expenses that are not deductible in determining taxable profit
9,575
24,129
Tax effect of utilisation of tax losses not previously recognised
(22,225)
Adjustments in respect of prior years
7,304
(190,982)
Permanent capital allowances in excess of depreciation
1,787
Tax at marginal rate
(1,543)
Taxation charge for the year
32,270
78,817
Adjustments to prior year tax charges include the net effect of research and development claims made against expenditure incurred in prior years.
Factors that may affect future tax charges
As part of Budget 2021 on 3 March 2021, it was announced that the UK corporation tax rate will increase to 25% from 1 April 2023. This change was substantively enacted on 24 May 2021. Prior to this change, the corporation tax rate was 19%. The effect on the company of this changes has been reflected in the company's financial statements in the financial year as appropriate.
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
9
Dividends
2023
2022
£
£
Final paid
700,000
10
Intangible fixed assets
Business Intellectual Property Rights
£
Cost
At 1 January 2023
Additions
12,000
At 31 December 2023
12,000
Amortisation and impairment
At 1 January 2023 and 31 December 2023
Carrying amount
At 31 December 2023
12,000
At 31 December 2022
11
Tangible fixed assets
Leasehold improvements
Office equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2023
292,678
38,232
160,504
691,957
1,183,371
Additions
30,945
1,314
3,442
30,468
66,169
At 31 December 2023
323,623
39,546
163,946
722,425
1,249,540
Depreciation and impairment
At 1 January 2023
263,393
38,232
146,895
649,843
1,098,363
Depreciation charged in the year
35,682
(38)
12,587
31,919
80,150
At 31 December 2023
299,075
38,194
159,482
681,762
1,178,513
Carrying amount
At 31 December 2023
24,548
1,352
4,464
40,663
71,027
At 31 December 2022
29,285
13,609
42,114
85,008
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
12
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
94,533
Amounts owed by undertakings in which the company has a participating interest
30,784,517
39,316,372
Other debtors
111,704
62,579
Prepayments and accrued income
1,039,125
1,698,891
32,029,879
41,077,842
13
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
7,682
19,831
Amounts owed to group undertakings
6,082
46,756
Amounts owed to undertakings in which the company has a participating interest
30,784,357
39,316,356
Corporation tax
24,965
79,149
Other taxation and social security
110,471
134,510
Other creditors
633,754
335,006
Accruals and deferred income
339,597
956,816
31,906,908
40,888,424
14
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
51,446
69,624
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £63,153 (2022: £27,434) were payable to the fund at the balance sheet date.
15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2,000,000
2,000,000
2,000,000
2,000,000
Each ordinary share carries one vote, an equal right to dividends and capital (on a winding up) and is not redeemable.
TTG CAPITAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
16
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
155,288
155,288
Between two and five years
116,466
271,754
271,754
427,042
17
Related party transactions
Transactions with related parties
The directors consider the following companies to be related parties for which during the year there are material transaction flows between these companies and the company:
Tower Trading Group Holdings Limited ('TTGH') (Registered in the United Kingdom) the company's ultimate parent undertaking.
Tower Trading Group Limited ('TTG') (Registered in the United Kingdom) the company's immediate parent undertaking.
J&G Investments Limited (Registered in the United Kingdom) is a company under common control with TTG Capital Limited
Wiggins Group Limited (Registered in the United Kingdom) is a company under common control with TTG Capital Limited
As the company is a wholly owned subsidiary of TTGH, the company has taken advantage of the exemption contained in FRS102 section 33 and has therefore not disclosed transactions or balances with wholly owned subsidiaries of TTGH. The consolidated financial statements of TTGH, within which this company is included, can be obtained from the address given in note 18.
In the year transactions with J&G Investments Limited were undertaken totalling £165,303 (2022 £Nil). A balance of £Nil (2022: £Nil ) was due to TTG Capital Limited at the year-end.
In the year transactions with Wiggins Group Limited were undertaken totalling £740,000 (2022 Nil). A balance of £Nil (2022: £Nil ) was due to TTG Capital Limited at the year-end.
18
Ultimate controlling party
The parent undertaking of the smallest and largest group for which consolidated financial statements are drawn up of which the company is a member is Tower Trading Group Holdings Limited. The registered office of Tower Trading Group Holdings Limited is 3rd Floor Tower 42, 25 Old Broad Street, London, United Kingdom, EC2N 1HQ.
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