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Registration number: 13060778

Turtle Doves Holdings Limited

Annual Report and Financial Statements
Period from 1 February 2023 to 28 January 2024

Registration number: 13060778

 

Turtle Doves Holdings Limited

Contents

Company Information

1

Directors' Report

2

Statement of Directors' Responsibilities

3

Independent Auditor's Report

4 to 6

Income Statement

7

Statement of Comprehensive Income

8

Statement of Financial Position

9 to 10

Statement of Changes in Equity

11

Notes to the Financial Statements

12 to 18

 

Turtle Doves Holdings Limited

Company Information

Directors

Mr H T Bergs

Mrs K A Whitworth

Mr B L M Barnett

Mr N R Whitworth

Mr S G Mackenzie

Mr J Williams

Ms A Fadeeva

Mr T Sarucan

Registered office

Units 2&2a Indian Queens Industrial Estate
Indian Queens
St. Columb
England
TR9 6TF

Auditors

PKF Francis Clark
Statutory Auditor
Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW

 

Turtle Doves Holdings Limited

Directors' Report for the Period from 1 February 2023 to 28 January 2024

The Directors present their report and the financial statements for the period from 1 February 2023 to 28 January 2024.

Directors' of the Company

The Directors, who held office during the period, were as follows:

Mr H T Bergs

Mr G R Holbrook (resigned 9 April 2024)

Mrs K A Whitworth

Mr B L M Barnett

Mr L E Harlow (resigned 22 May 2023)

Mr N R Whitworth

Mr S G Mackenzie

Mr J Williams

Ms A Fadeeva (appointed 22 May 2023)

The following Director was appointed after the period end:

Mr T Sarucan (appointed 30 January 2024)

Principal activity

The principal activity of the Company is that of an intermediate holding company.

Disclosure of information to the auditors

Each Director has taken steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Small companies provision statement

This report has been prepared in accordance with the small companies regime under the Companies Act 2006. The Directors have taken exemption under this regime not to include a strategic report.

Approved by the Board on 28 October 2024 and signed on its behalf by:
 

.........................................
Mr J Williams
Director

 

Turtle Doves Holdings Limited

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities 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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). 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 apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and

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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Turtle Doves Holdings Limited

Independent Auditor's Report to the Members of Turtle Doves Holdings Limited

Opinion

We have audited the financial statements of Turtle Doves Holdings Limited (the 'Company') for the period from 1 February 2023 to 28 January 2024, which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework', in accordance with the provisions applicable to companies subject to the small companies regime.

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 28 January 2024 and of its results for the period then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 original financial statements were authorised for issue.

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Turtle Doves Holdings Limited

Independent Auditor's Report to the Members of Turtle Doves Holdings Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, 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; or

the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Responsibilities of Directors

As explained more fully in the Statement of Directors' Responsibilities, set out on page 3, 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 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered those laws and regulations that have a direct impact on the preparation of the financial statements, including, but not limited to the reporting framework (FRS 101 and Companies Act 2006) and the relevant tax compliance regulations in the UK.

 

Turtle Doves Holdings Limited

Independent Auditor's Report to the Members of Turtle Doves Holdings Limited

As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Reviewed any legal and professional costs to identify legal costs in respect of non compliance;
• Enquiries with management whether there have been any known instances, allegations or suspicions of fraud or non compliance with laws and regulations; and
• Review of tax compliance.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting. Our procedures involved the following;
• Review of significant accounting estimates for 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. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.

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

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.

......................................
James Barrett (Senior Statutory Auditor)
For and on behalf of PKF Francis Clark, Statutory Auditor

Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW

29 October 2024

 

Turtle Doves Holdings Limited

Income Statement

Period from 1 February 2023 to 28 January 2024

Note

2024
£

2023
£

Turnover

-

-

Administrative expenses

 

-

(18,780)

Operating loss

-

(18,780)

Loss before tax

 

-

(18,780)

Tax on profit/(loss)

5

-

5,070

Loss for the period

 

-

(13,710)

The above results were derived from continuing operations.

 

Turtle Doves Holdings Limited

Statement of Comprehensive Income

Period from 1 February 2023 to 28 January 2024

2024
£

2023
£

Loss for the period

-

(13,710)

Total comprehensive income for the period

-

(13,710)

 

Turtle Doves Holdings Limited

Statement of Financial Position

28 January 2024

Note

28 January
2024
£

31 January
2023
£

Fixed assets

 

Investments

6

251,250

251,250

Current assets

 

Trade and other receivables

7

100

100

Tax asset

 

5,070

5,070

 

5,170

5,170

Creditors: Amounts falling due within one year

(23,780)

(23,780)

Net current liabilities

 

(18,610)

(18,610)

Net assets

 

232,640

232,640

Capital and reserves

 

Called up share capital

9

100

100

Retained earnings

 

232,540

232,540

Shareholders' funds

 

232,640

232,640

Note

28 January
2024
£

31 January
2023
£

Assets

Non-current assets

 

Investments

6

251,250

251,250

Deferred tax assets

5

5,070

5,070

 

256,320

256,320

Current assets

 

Trade and other receivables

7

100

100

Total assets

 

256,420

256,420

Equity and liabilities

Equity

 

Called up share capital

9

100

100

Retained earnings

 

232,540

232,540

 

232,640

232,640

Current liabilities

 

Trade and other payables

8

23,780

23,780

Total equity and liabilities

 

256,420

256,420

 

Turtle Doves Holdings Limited

Statement of Financial Position

28 January 2024

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Approved by the Board and authorised for use on 28 October 2024 and signed on its behalf by:

.........................................

Mr J Williams

Director

Company registration number: 13060778

 

Turtle Doves Holdings Limited

Statement of Changes in Equity

Period from 1 February 2023 to 28 January 2024

Share capital
£

Retained earnings
£

Total
£

At 1 February 2023

100

232,540

232,640

At 28 January 2024

100

232,540

232,640

Share capital
£

Retained earnings
£

Total
£

At 1 April 2022

100

246,250

246,350

Loss for the period

-

(13,710)

(13,710)

Total comprehensive income

-

(13,710)

(13,710)

At 31 January 2023

100

232,540

232,640

 

Turtle Doves Holdings Limited

Notes to the Financial Statements

Period from 1 February 2023 to 28 January 2024

1

General information

The Company is a private company limited by share capital, incorporated and domiciled in England and Wales.

The address of its registered office is:
Units 2&2a Indian Queens Industrial Estate
Indian Queens
St. Columb
England
TR9 6TF
England

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework.

Summary of disclosure exemptions

The Company has taken advantage of the following disclosure exemptions:
(1) Cash flow statement
(2) Key management personnel remuneration
(3) Transactions with parent company and wholly owned subsidiaries
(4) Applicable financial instrument and fair value disclosures
(5) Impact of new IFRS standards that have been issued but are not yet effective

Going concern

The Directors have carefully considered the Company’s financial position, liquidity and future cash-flow requirements. Accordingly based on the forecasts the Directors have prepared for the Company and Group, they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and they believe it is appropriate to apply the going concern basis of accounting in preparing the financial statements. The Group remain profitable as a whole and there has been reassurances received from the Directors of the Group companies that support would be forthcoming if needed by the Company.

Changes in accounting policy

None of the standards, interpretations and amendments effective for the first time from 1 February 2023 have had a material effect on the financial statements.

 

Turtle Doves Holdings Limited

Notes to the Financial Statements

Period from 1 February 2023 to 28 January 2024

Tax

The tax expense for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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 taxable income.

Investments

Investments in securities where their fair value cannot be measured reliably are carried at cost, less any impairment.

Dividends on equity securities are recognised in income when receivable.

Trade receivables

Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any subsequent impairment is recognised as an expense in profit or loss. All trade and other receivables are subsequently measured at amortised cost, net of impairment.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3

Critical accounting judgements and key sources of estimation uncertainty

In the opinion of the Directors the only critical accounting judgement and key source of estimation uncertainty is the assessment of the recoverability of the Company's investment balance and amounts owed from related parties. At each period end the Directors assess the recoverability of the investment balances and provide for any balance not deemed recoverable. Amounts owed from related parties are annually assessed under the 3 stage credit loss model under IFRS9.

 

Turtle Doves Holdings Limited

Notes to the Financial Statements

Period from 1 February 2023 to 28 January 2024

4

Staff costs

The average number of persons employed by the Company (including Directors) during the period, analysed by category was as follows: 0 (2023 - 0).

5

Income tax

Tax charged/(credited) in the income statement

2024
£

2023
£

Deferred taxation

Arising from origination and reversal of temporary differences

-

(5,070)

The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 23.99% (2023 - 19%).

The differences are reconciled below:

2024
£

2023
£

Loss before tax

-

(18,780)

Corporation tax at standard rate

-

(3,568)

Deferred tax credit from unrecognised temporary difference from a prior period

-

(375)

Deferred tax credit relating to changes in tax rates or laws

-

(1,127)

Total tax credit

-

(5,070)

 

Turtle Doves Holdings Limited

Notes to the Financial Statements

Period from 1 February 2023 to 28 January 2024

Deferred tax

Deferred tax assets and liabilities

2024

Asset
£

Liability
£

Net deferred tax
£

Tax losses carry-forwards

5,070

-

5,070

5,070

-

5,070

2023

Asset
£

Liability
£

Net deferred tax
£

Tax losses carry-forwards

5,070

-

5,070

5,070

-

5,070

Deferred tax movement during the period:

At 1 February 2023
£

At
28 January 2024
£

Tax losses carry-forwards

5,070

5,070

5,070

5,070

Deferred tax movement during the prior period:

At 1 April 2022
£

Recognised in profit or loss
£

At
31 January 2023
£

Tax losses carry-forwards

-

5,070

5,070

-

5,070

5,070

 

Turtle Doves Holdings Limited

Notes to the Financial Statements

Period from 1 February 2023 to 28 January 2024

6

Investments

Subsidiaries

£

Cost or valuation

At 1 April 2022

251,250

At 31 January 2023

251,250

At 1 February 2023

251,250

At 28 January 2024

251,250

Carrying amount

At 28 January 2024

251,250

At 31 January 2023

251,250

At 1 April 2022

251,250

Details of the subsidiaries as at 28 January 2024 are as follows:

Name of subsidiary
 

Principal
activity
 

Registered office
 

Holding
 

Proportion of ownership interest and voting rights held
2024

2023

Turtle Doves (Not Just Gloves) Limited*

Manufacture and sale of recycled fingerless gloves and other accessories

Units 2&2a Indian Queens Industrial Estate, Indian Queens, St. Columb, England, TR9 6TF

Ordinary

100%

100%

* indicates direct investment of the Company

7

Trade and other receivables

Trade and other receivables falling due within one year

28 January
2024
£

31 January
2023
£

Other receivables

100

100

 

Turtle Doves Holdings Limited

Notes to the Financial Statements

Period from 1 February 2023 to 28 January 2024

8

Trade and other payables

28 January
2024
£

31 January
2023
£

Amounts due to related parties

23,780

23,780

The amounts due to related parties are repayable on demand. No interest is charged on outstanding balances.

9

Share capital

Allotted, called up and fully paid shares

 

28 January
2024

31 January
2023

 

No.

£

No.

£

Ordinary Shares of £1 each

100

100

100

100

         

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions: The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company's residual assets.

10

Parent and ultimate parent undertaking

Relationship between entity and parents

The parent of the largest group in which these financial statements are consolidated is Refined Brands Limited, incorporated in England and Wales.

The address of Refined Brands Limited is:
Units 2 & 2a Indian Queens Industrial Estate, Indian Queens, St. Columb, England, TR9 6TF

A copy of the accounts of Refined Brands Limited is available on request from the registered address.

 

Turtle Doves Holdings Limited

Notes to the Financial Statements

Period from 1 February 2023 to 28 January 2024

11 Application of new and revised standards note

New and amended Standards and interpretations applied
The following new and amended Standards and Interpretations have been issued and are effective for the current financial period of the Company. The following changes were in effect from 1 January 2023:

• Disclosure of Accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2)
• Definition of Accounting Estimates (Amendments to IAS 8)
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
• International Tax Reform-Pillar Two Model Rules (Amendments to IAS 12)
• IFRS 17 Insurance Contracts

There are no other relevant standards or amendments issued that are first effective for the annual period beginning 1 February 2023.