Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31truetruefalse2022-10-11falseThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.0No description of principal activity3 14412011 2022-10-10 14412011 2022-10-11 2023-12-31 14412011 2022-01-01 2022-10-10 14412011 2023-12-31 14412011 c:Director1 2022-10-11 2023-12-31 14412011 c:Director2 2022-10-11 2023-12-31 14412011 c:Director4 2022-10-11 2023-12-31 14412011 c:RegisteredOffice 2022-10-11 2023-12-31 14412011 d:CurrentFinancialInstruments 2023-12-31 14412011 d:Non-currentFinancialInstruments 1 2023-12-31 14412011 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 14412011 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 14412011 d:ShareCapital 2023-12-31 14412011 d:SharePremium 2022-10-11 2023-12-31 14412011 d:SharePremium 2023-12-31 14412011 d:RetainedEarningsAccumulatedLosses 2022-10-11 2023-12-31 14412011 d:RetainedEarningsAccumulatedLosses 2023-12-31 14412011 c:OrdinaryShareClass1 2022-10-11 2023-12-31 14412011 c:OrdinaryShareClass1 2023-12-31 14412011 c:PreferenceShareClass1 2022-10-11 2023-12-31 14412011 c:PreferenceShareClass1 2023-12-31 14412011 c:FRS102 2022-10-11 2023-12-31 14412011 c:AuditExempt-NoAccountantsReport 2022-10-11 2023-12-31 14412011 c:FullAccounts 2022-10-11 2023-12-31 14412011 c:PrivateLimitedCompanyLtd 2022-10-11 2023-12-31 14412011 6 2022-10-11 2023-12-31 14412011 f:Euro 2022-10-11 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure


Registered number: 14412011












TL HOLDCO LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

 

TL HOLDCO LTD

CONTENTS



Page
Company information
 
1
Balance sheet
 
2
Notes to the financial statements
 
3 - 7


 

TL HOLDCO LTD
 
COMPANY INFORMATION


Directors
J P Dib 
F M Abouchalache 
W H Abou-Khater 




Registered number
14412011



Registered office
39 Sloane Street

London

SW1X 9LP




Accountants
Blick Rothenberg Limited
Chartered Accountants

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:14412011
TL HOLDCO LTD

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note

Fixed assets
  

Investments
 4 
10,001

Current assets
  

Debtors: amounts falling due within one year
 5 
5,815,995

Creditors: amounts falling due within one year
 6 
(243,857)

Net current assets
  
 
 
5,572,138

Total assets less current liabilities
  
5,582,139

Creditors: amounts falling due after more than one year
 7 
(5,215,625)

  

Net assets
  
366,514


Capital and reserves
  

Called up share capital 
 8 
9,400

Share premium account
 9 
930,501

Profit and loss account
 9 
(573,387)

Total equity
  
366,514


The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

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




W H Abou-Khater
Director

Date: 30 October 2024

The notes on pages 3 to 7 form part of these financial statements.

Page 2

 

TL HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

TL Holdco Ltd is a private company limited by shares incorporated in England and Wales. The address of its registered office is 39 Sloane Street, London, SW1X 9LP.
The financial statements are presented in Euros (€), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.
These financial statements have been prepared for the period from the date of incorporation on 11 October 2022 to 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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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.


The following principal accounting policies have been applied:

 
2.2

Going concern

After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 
2.3

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.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Page 3

 

TL HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.5

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. 
 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including other debtors and intercompany working capital balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including other creditors and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Impairment of financial assets
Financial assets 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 account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the 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.

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.
Page 4

 

TL HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)




Financial instruments (continued)


Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.

  
2.6

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 
2.7

Current and deferred tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

 
2.8

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Euros.

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.

Page 5

 

TL HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Employees



The average monthly number of employees, including directors, during the period was 3.


4.


Fixed asset investments





Investments in subsidiary companies




Cost


Additions
10,001



At 31 December 2023
10,001





5.


Debtors

2023


Amounts owed by group undertakings
5,815,995



6.


Creditors: Amounts falling due within one year

2023

Amounts owed to group undertakings
1

Accruals
243,856

243,857



7.


Creditors: Amounts falling due after more than one year

2023

Preference shares treated as debt
5,215,625


Page 6

 

TL HOLDCO LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Share capital

2023
Shares classified as equity

Allotted, called up and fully paid


940,000 Ordinary shares of 0.01 each
9,400

2023
Shares classified as debt

Allotted, called up and fully paid


5,215,625 Preference shares of 1.00 each
5,215,625


On incorporation the company issued 1 ordinary £1 share at nominal value, to establish the capital structure of the company. 
On 14 December 2023, 1 ordinary £1 share was redenominated into 1 ordinary €1 share. The company then subdivided 1 ordinary €1 share into 100 ordinary €0.01 shares.
The company subsequently alloted an additional 939,900 ordinary €0.01 shares at a premium of €0.99 per share and 5,215,625 preference €1 shares at nominal value.


9.


Reserves

Share premium account

The share premium reserve includes any premiums on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

The profit and loss account includes the current period loss.


10.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


11.


Parent undertaking

The immediate parent undertaking is Trispan RS 02 GP LLP, for and on behalf of TriSpan RS 02 Investments (UK) LP.

 
Page 7