Registration number:
Shop TJC Limited
for the Year Ended 31 March 2024
Shop TJC Limited
Contents
Company Information |
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Strategic Report |
|
Directors' Report |
|
Independent Auditor's Report |
|
Statement of Financial Activities |
|
Statement of Comprehensive Income |
|
Statement of Financial Position |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
Shop TJC Limited
Company Information
Directors |
Harsh Bahadur Srikant Jha Sanjeev Agrawal Stephanie Renee Spong |
Company secretary |
Ravi Gupta |
Registered office |
|
Auditors |
|
Shop TJC Limited
Strategic Report for the Year Ended 31 March 2024
The directors present their strategic report for the year ended 31 March 2024.
Principal activity
The principal activity of the company is the selling of jewellery and fashion accessories through television home shopping channels and the internet.
Review of Business
The results for the year and financial position of the company are as shown in the annexed financial statements.
Trading condition on the market were challenging, but our unique and unrivalled offer of stunning products at outstanding price has continued to be popular.
The business achieved a turnover of £78.9m (2022-23: £74.9m) with a 5.32% growth over last year. Gross profit increased by £1.7m year on year to £30.5m (2022-23: £28.8m) with 6% growth over last year. The business continues to develop and enhance its product range to reach new and existing customers and grow market share.
Distribution cost decreased from £5.4m to £5.2m primarily on account of efficiencies. Administrative expenses increased from £21.4m to £21.6m mainly as a result of increased employment costs and higher rental expenses.
As a result, profit after tax for the year reduced to £6.9m compared to £8m in 2022-23.
Principal risks and uncertainties
The principal risk is any elongated downturn and may impact consumer spending. Company is managing risk though focus on offering to customer affordable lower price point products line. The company has very agile sourcing system and will adopt very fast.
The business continues to develop its online growth strategy through own website and marketplace to increase reach to new and existing customers.
The company has implemented processes to manage inventory levels and has implemented process and control to monitor the performance, minimize financial risks and meet all regulatory requirements.
Expansion
The company has been expanding and entered into two major acquisition deals during the year.
Company successfully executed an asset acquisition deal to acquire the assets of Ideal World Limited and thereafter launched the separate Idealworld channel across different TV Broadcasting platforms and websites in UK & Ireland. Idealworld, through its proprietary TV shopping channel, had been into teleshopping and digital retail of lifestyle products. Having a legacy of over 20 years, Idealworld had been one of the major teleshopping brands in the UK.
Shop TJC Limited
Strategic Report for the Year Ended 31 March 2024 (continued)
Company also acquired 100% in Mindful Souls BV, an e-commerce company dealing in subscription based online sales of fashion jewellery, gemstone, and lifestyle products. Incorporated in 2018 in Netherlands, it is mainly serving United States- one of the largest e-commerce markets, through proprietary e-commerce website, and marketplaces. While more than 90% of revenue is derived from US, it also has presence in UK/EU, Canada, and Australia. It primarily sells subscription boxes comprising fashion jewellery, gemstone, and lifestyle products.
Future Development
The company will continue to invest in developing new brands and bringing new and exciting products to its customers. Company is also heavily investing in digital transformation to provide an enhanced omni channel experience.
Parent Company
The company is a subsidiary of a much larger group, Vaibhav Global Limited (VGL). VGL is a professionally managed, end-to-end vertically integrated Jewellery & fashion business organisation. The Company is operating dedicated 24-hour television home shopping channels in the US, the UK and Germany. The Company has robust sourcing organisation in China, Hongkong, Thailand and Indonesia, while core manufacturing operations are in Jaipur, India. With the expansion of product line to include lifestyle products, such sourcing organisations assume greater significance.
Employees
The company takes pride in its highly motivated and trained human resource, which has contributed its best for the Company to achieve newer heights.
Within the bounds of commercial confidentiality, the Company endeavours to keep staff at all levels informed of matters that affect the progress of the company and are of interest to them as employees. The company has continued to invest in staff to nurture and develop those people who are at the heart of everything we do. In addition, the senior management gives regular presentation to staff on business development and brief the objective of the company.
Charitable Activities
The company is proud sponsor of ‘Your Purchase feeds’ programme where for every item sold, it donates one meal to a hungry child though Akshaya Patra in India and Magic breakfast in UK. In addition to your purchase feeds program, TJC team have been helping local schools/ care homes with employees participating in social and community giveback programs.
Shop TJC Limited
Strategic Report for the Year Ended 31 March 2024 (continued)
Section 172(1) statement
The Directors understand their responsibilities to promote the success of the company in accordance with Section 172 of the Companies Act. The board consider the key stake holders to be customers, employees, suppliers and the community & environment.
Stakeholder |
Form of engagement |
A new online community forum improves customer experience and create high level of trust with the company. |
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1) Customers |
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The company puts their customer at the heart of everything the Company does and is a foundation stone of the Company’s culture and purpose. |
The Company has put in place a community forum on website and social media which ensures that the Company puts the Customer at the heart of its business; ensures feedback from Customers is understood and acted upon. |
A new online community forum improves customer experience and create high level of trust with the company. |
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The Company has formed a Customer Experience Team which engages divisional leaders and ambassadors to continue to review the way Customers are served. |
Customer feedback was considered in the formulation of the three-year strategy. |
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The company keeps organizing Customer Focus Group discussions with customers physically vising our office and having a tour of our studio and warehouse. We gather genuine feedback from customers which we incorporate in our action plans. |
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2) Employees |
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The company’s regular engagement takes place throughout the year to update, inform and gather feedback from employees. |
Employee survey, townhalls and weekly departmental meetings. |
Employee feedback was considered in the formulation of the three-year strategy. |
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The company hold discussion with a cross section of leadership team members. |
The company has started to provide daily free breakfast, fruits and lunches. |
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The company holding Regular coffee morning meetings to discuss each level of issues. |
We have introduced Companywide Micro-enterprise under the ideology of Humanocracy and is rewarding all the employee’s basis company’s performance. |
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The Company also ensuring health & safety of all employees |
Visibility is kept high with full transparency to all the employees regarding the financial performance of the company. |
Shop TJC Limited
Strategic Report for the Year Ended 31 March 2024 (continued)
The company is conducting weekly meditation session to improve mindfulness at work. |
Last year, we organized health MOTs six times, prioritizing the well-being of our employees by offering them opportunities for health check-ups and awareness. |
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The company also conducted health awareness weeks to inspire employees to adapt health lifestyle. |
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Company introduced DOT matrix for peer-to-peer feedback system. |
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3) Suppliers |
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The Company’s suppliers are key to the smooth running of its business. |
Regular meetings are held with key suppliers |
Offering long term partnership to help the business. |
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New suppliers are subject to formal due diligence which includes data and information security consideration |
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4) Community & Environment |
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The Company embraces social responsibility, community engagement, environmental sustainability, and supports employees in improving the lives of others and making a difference in its communities. |
The CSR programme includes partnering with charities that align with purchase feeds program. |
The company is proud to have provided bi-weekly Magic Breakfasts to the children of St. Paul School, ensuring they start their day with a nutritious meal to support their learning and development. |
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All Employees are actively encouraged to get involved with CSR activities. |
During the winter holiday season, the company delivered 600 boxes of surprise Christmas gifts to families attending the food bank, spreading joy and warmth to those in need. |
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Company believes in sustainability and giving back to our community. By donating office furniture to the NHS and YMCA for upcycling, we diverted 3,053kg from landfill and contributed £8,401 worth of equipment to support their initiatives, while also avoiding 4,145kg of CO2e emissions. |
Shop TJC Limited
Strategic Report for the Year Ended 31 March 2024 (continued)
Acknowledgment:
The Directors wish to thank all the employees for their continued contribution, hard work and dedication throughout the year.
The Directors also wish to thank the company’s valued and esteemed customers for their continued patronage.
The Directors take this opportunity to thank and place on record their sincere appreciation of the wholehearted support extended by Company’s bankers, vendors, auditors and various statutory authorities.
Approved by the
......................................... |
Shop TJC Limited
Directors' Report for the Year Ended 31 March 2024
The directors present their report and the financial statements for the year ended 31 March 2024.
Dividends
The total distribution of dividends for the year ended 31 March 2024 will be £4,380,950.
Future developments
The company will continue to invest in developing new brands and bringing new and exciting products to its customers. The company is also heavily investing in digital transformation to provide an enhanced omni channel experience.
Parent Company
The company is a subsidiary of a much larger group, Vaibhav Global Limited (VGL). VGL is a professionally managed, end-to-end vertically integrated Jewellery & fashion business organisation. The Company is operating dedicated 24-hour television home shopping channels in the US, the UK and Germany. The Company has robust sourcing organisation in China, Hongkong, Thailand and Indonesia, while core manufacturing operations are in Jaipur, India. With the expansion of product line to include lifestyle products, such sourcing organisations assume greater significance.
Charitable Activities
The company is proud sponsor of ‘Your Purchase feeds’ programme where for every item sold, it donates one meal to a hungry child though Akshaya Patra in India and Magic breakfast in UK. In addition to your purchase feeds program, TJC team have been helping local schools/ care homes with employees participating in social and community giveback programs.
Acknowledgements
The Directors wish to thank all the employees for their continued contribution, hard work and dedication throughout the year.
The Directors also wish to thank the company's valued and esteemed customers for their continued patronage.
The Directors take this opportunity to thank and place on record their sincere appreciation of the wholehearted support extended by the company's bankers, vendors, auditors and various statutory authorities.
Directors of the company
The directors who held office during the year were as follows:
Shop TJC Limited
Directors' Report for the Year Ended 31 March 2024 (continued)
Post Balance Sheet Events
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations or the state of affairs of the company in the financial year subsequent to the financial year ended 31st March 2024.
Engagement with employees
The company takes pride in its highly motivated and trained human resource, which has contributed its best for the company to achieve newer heights.
Within the bounds of commercial confidentiality, the company endeavours to keep staff at all levels informed of matters that affect the progress of the company and are of interest to them as employees. The company has continued to invest in staff to nurture and develop those people who are at the heart of everything we do. In addition, the senior management gives regular presentation to staff on business development and brief the objective of the company.
Engagement with suppliers, customers and other relationships
The company trades with a large number of suppliers including group companies. The company also has airtime partnerships with a number of retailers to broaden our offerings without social risk. The company manages it's supply chain to minimize stock risk and exposure. The company also undertakes QC testing and compliance to ensure the right quality of product.
The company has long term relationships with all our platform providers and maintain good relationship with them to ensure we are made aware of capacity opportunities. Increased marketing activities is helping us drive consumers to our TV channels and website. The company continue to update it's website and improve navigation and customer web service.
Statement of Corporate Governance Arrangements
Corporate Governance is the application of best management practices, compliance of law and adherence to ethical standards to achieve the company's objectives of enhancing shareholder value and discharging social responsibilities. Adopting high standards gives comfort to all existing and potential stakeholders, including government and regulatory authorities, customers, suppliers, bankers, employees and shareholders.
The company believes in adopting and adhering to the best standards of Corporate Governance. The company philosophy on Corporate Governance enshrines the goal of achieving the highest levels of transparency, disclosures, accountability and equity in all spheres of its operations.
The company is committed towards transparency in all its dealings and places high emphasis on business principles and believes good Corporate Governance goes beyond working results and financial priority and is a pre-requisite for the attainment of excellent performance.
Shop TJC Limited
Directors' Report for the Year Ended 31 March 2024 (continued)
Board Composition
The Board of Directors has an optimum combination of Executive & Managing Directors. The composition of the Board and category of directors during the financial year 2023-24 are as follows::
S.No |
Category |
Name |
Date of appointment |
1 |
Managing Director |
Mr Srikant Jha |
24-Sep-2019 |
2 |
Executive Director |
Mr Sanjeev Agrawal |
30-Jul-2007 |
3 |
Executive Director |
Mr Harsh Bahadur |
01-Feb-2009 |
4 |
Executive Director |
Ms Stephanie Renee Spong |
26-Sept-2022 |
Director Responsibilities
The Directors accept responsibility for establishing and maintaining internal controls for financial reporting and that have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and have disclosed to the Auditors, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
Opportunity and Risk
The company's approach to strategic opportunities is set out by the Executive Directors and Managing Director. We seek to capitalise on opportunities while mitigating risks where possible. The company has many opportunities in digital expansion, that can be great advantage for the company during current period of changing market conditions. However, can also be the company's biggest risk with possibility of changing customer's shopping behaviour moving from tele shopping to digital shopping experience
Stakeholders
We always try to engage with our key stakeholders, including our workforce, shareholders, suppliers, local communities and customers. As well as informing business-level decisions, an overview of the output of this engagement and related developments is reported to the Board and Committees to ensure due consideration is given to stakeholders and the output of this engagement when decisions are taken at those levels.
There was no non-compliance, penalty imposed on the Company by any statutory authority. All mandatory requirements of HMRC have been complied during the year.
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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
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.
Shop TJC Limited
Directors' Report for the Year Ended 31 March 2024 (continued)
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 apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable United Kingdom Accounting Standards have 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.
Statement as to Disclosure of Informations to Auditors
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of DSK Partners LLP as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved by the
......................................... |
Shop TJC Limited
Independent Auditor's Report to the Members of Shop TJC Limited
Opinion
We have audited the financial statements of Shop TJC Limited (the 'company') for the year ended 31 March 2024, which comprise the Statement of Financial Activities, 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, 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 March 2024 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for 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
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
• |
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or |
• |
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. |
Other information
The directors are responsible for the 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.
Shop TJC Limited
Independent Auditor's Report to the Members of Shop TJC Limited (continued)
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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have 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 Strategic Report and 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. |
Responsibilities of directors
As explained more fully in the director's report [set out on pages 9-10], 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.
Shop TJC Limited
Independent Auditor's Report to the Members of Shop TJC Limited (continued)
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 key laws and regulations we have considered in this context included the Companies Act 2006, pension and tax legislation. In addition, we have considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
•Using our general commercial and sector experience and through discussions with the directors and management, we identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements as well as those arising from management’s own assessment of the risks that irregularities may occur either as a result of fraud or error.
•We examined the company’s regulatory and legal correspondence and discussed with the directors and management any known or suspected instances of fraud or non-compliance with laws and regulations.
•We communicated identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
• In addressing the risk of management override of controls, we tested the appropriateness of journal entries. We also challenged assumptions and judgements made by management in their significant accounting estimates and judgements.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.”
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.
Shop TJC Limited
Independent Auditor's Report to the Members of Shop TJC Limited (continued)
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.
......................................
For and on behalf of
D S House
306 High Street
Surrey
CR0 1NG
Shop TJC Limited
Statement of Financial Activities for the Year Ended 31 March 2024
Note |
2024 |
2023 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Distribution costs |
( |
( |
|
Administrative expenses |
( |
( |
|
Other operating income |
|
|
|
Operating profit |
3,750,548 |
2,033,955 |
|
Income from shares in group undertakings |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
4,028,193 |
6,447,549 |
||
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
Shop TJC Limited
Statement of Comprehensive Income for the Year Ended 31 March 2024
2024 |
2023 |
|
Profit for the year |
|
|
Total comprehensive income for the year |
|
|
Shop TJC Limited
(Registration number: 05654854)
Statement of Financial Position as at 31 March 2024
Note |
2024 |
2023 |
|
Fixed assets |
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Intangible assets |
|
|
|
Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Other reserves |
|
|
|
Retained earnings |
|
|
|
Shareholders' funds |
|
|
Approved and authorised by the
......................................... |
Shop TJC Limited
Statement of Changes in Equity for the Year Ended 31 March 2024
Share capital |
Other reserves |
Retained earnings |
Total |
|
At 1 April 2023 |
|
|
|
|
Profit for the year |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 31 March 2024 |
|
|
|
|
Share capital |
Other reserves |
Retained earnings |
Total |
|
At 1 April 2022 |
|
|
|
|
Profit for the year |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 31 March 2023 |
23,083,930 |
125,150,783 |
10,310,711 |
158,545,424 |
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The financial statements are prepared in sterling which is also the functional currency of the company and rounded to the nearest pound.
These financial statements were authorised for issue by the
Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentation currency of the financial statements is Pound Sterling (£) rounded to the nearest Pound.
Going concern
As part of the directors' assessment of going concern, they have prepared detailed cash flow and profit and loss forecasts for the next 13 months. The forecasts have been prepared on an appropriate basis, taking into account the current economic conditions that exist.
The directors believe the going concern basis is appropriate as the parent company will continue to support the company if necessary. After making appropriate enquires, the directors have a reasonable expectation that the company has adequate resources to enable it to continue in operational existence for the foreseeable future.
Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;
• the requirement of Section 33 Related Party Disclosures paragraph 33.7.
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
2 |
Accounting policies (continued) |
Preparation of consolidated financial statements
The financial statements contain information about Shop TJC Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements.
Significant judgements and estimates
Preparation of the financial statements requires management to make significant judgements and estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements are applied to the following accounting policies
Stock
Stock is valued at the lower of cost and cost to sell after making allowance for slow moving or obsolete items. The judgement in this case is with regards to the slow moving or obsolete items which are no longer suitable for sale. The company uses its vast knowledge of the industry and current fashion trends in order to make these judgements. The carrying value of stock at the year end is £10,769,477.
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell (net realisable value). Costs, which comprise direct production costs, are based on the method most appropriate to the type of inventory class, but usually on a weighted average method basis. Overheads are charged to profit or loss as incurred. Net realisable value is based on the estimated selling price less any estimated completion or selling costs.
When stocks are sold, the carrying amount of those stocks is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of stocks to net realisable value and all losses of stocks are recognised as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down of stocks is recognised as a reduction in the amount of stocks recognised as an expense in the period in which the reversal occurs.
Revenue recognition
Turnover represents total invoiced value (which includes postage) excluding value added tax of goods
sold. Turnover is recognised for the sale of goods at the point the order is taken and payment received
from the customer. Provision is also made for anticipated returns.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
2 |
Accounting policies (continued) |
Sources of estimation uncertainty
The Company makes estimates and assumptions concerning the future and ultimately Going Concern. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Fixed assets
Depreciation is estimated in order to write off the assets over the remaining useful life of the asset. These estimates are based on the companies experience, considered reasonable, and are consistent with prior years. The future value of the assets themselves are however subject to any potential disposals, replacement, damage or improvement. As at the date of this report the directors believe that the carrying value of fixed assets is £10,052,293.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Improvements to property |
Useful life of leased asset |
Plant and machinery |
20% on cost |
Fixtures & fittings |
20% on cost |
Computer equipment |
33% on cost |
Intangible assets
Patents and licenses
Patents and licenses relates to the Television channel broadcast rights and licenses owned by the company. Amortisation of the television channel broadcast rights is calculated to write off the cost in equal instalments over its estimated useful life which the company believes to be infinite, but the directors have set the amortisation policy over 3 - 10 years straight line.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Computer Software |
25% on cost |
Brands |
20% on cost |
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
2 |
Accounting policies (continued) |
Assets held under finance leases are depreciated in the same way as owned assets.
At each statement of financial position date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Investments in subsidiaries
Investments in subsidiary undertakings are recognised at fair value at the date of acquisition.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the statement of financial activities over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current or deferred taxation assets and liabilities are not discounted.
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
2 |
Accounting policies (continued) |
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.
Share based payments
Employees of the Company participate in the stock option plan established by Vaibhav Global Limited, whereby employees render services as consideration for equity instruments (equity-settled transactions). The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. The above cost is recharged by VGL and charged to the statement of income and retained earnings of the Company over the vesting period.
Financial instruments
Classification
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
Revenue |
Turnover by Geographical market
2023-24 |
2022-23 |
|||
£ |
£ |
|||
United Kingdom |
77,522,749 |
73,392,703 |
||
Europe |
903,030 |
738,516 |
||
Rest of the world |
511,070 |
815,770 |
||
Total |
78,936,849 |
74,946,990 |
Operating profit |
Arrived at after charging/(crediting)
2024 |
2023 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Operating lease expense - property |
|
|
Operating lease expense - plant and machinery |
|
|
Profit on disposal of property, plant and equipment |
( |
- |
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
Share-based payment expenses |
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
5 |
Staff costs (continued) |
2024 |
2023 |
|
Production |
|
|
Administration and support |
|
|
Sales, marketing and distribution |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2024 |
2023 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
258,665 |
269,433 |
In respect of the highest paid director:
2024 |
2023 |
|
Remuneration |
|
|
Auditors' remuneration |
2024 |
2023 |
|
Audit of the financial statements |
|
|
Other fees to auditors |
||
All other non-audit services |
|
|
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
Taxation |
Tax charged/(credited) in the statement of financial activities
2024 |
2023 |
|
Current taxation |
||
UK corporation tax |
|
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
( |
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2024 |
2023 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
( |
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
Effect of revenues exempt from taxation |
( |
- |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Deferred tax (credit)/expense from unrecognised temporary difference from a prior period |
( |
|
Tax decrease from effect of dividends from UK companies |
( |
( |
Tax increase from effect of rollover relief on profit on disposal of fixed assets |
|
- |
Total tax charge |
|
|
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
Intangible assets |
Trademarks, patents and licenses |
Computer Software |
Brand |
Total |
|
Cost or valuation |
||||
At 1 April 2023 |
|
|
- |
|
Additions internally developed |
|
- |
|
|
Additions acquired separately |
- |
|
- |
|
At 31 March 2024 |
|
|
|
|
Amortisation |
||||
At 1 April 2023 |
|
|
- |
|
Amortisation charge |
|
|
|
|
At 31 March 2024 |
|
|
|
|
Carrying amount |
||||
At 31 March 2024 |
|
|
|
|
At 31 March 2023 |
|
|
- |
|
Patents and Licences include Television channel rights that relate to broadcasting licences owned by the company for broadcasting of programs.
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
Tangible assets |
Land and buildings |
Properties under construction |
Fixtures and fittings |
Plant and machinery |
Office equipment |
Motor vehicles |
Total |
|
Cost or valuation |
|||||||
At 1 April 2023 |
|
- |
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
Disposals |
- |
- |
- |
- |
( |
( |
( |
At 31 March 2024 |
|
|
|
|
|
|
|
Depreciation |
|||||||
At 1 April 2023 |
|
- |
|
|
|
|
|
Charge for the year |
|
- |
|
|
|
|
|
Eliminated on disposal |
- |
- |
- |
- |
( |
( |
( |
At 31 March 2024 |
|
- |
|
|
|
|
|
Carrying amount |
|||||||
At 31 March 2024 |
|
|
|
|
|
|
|
At 31 March 2023 |
|
- |
|
|
|
|
|
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
10 |
Tangible assets (continued) |
Included within the net book value of land and buildings above is £Nil (2023 - £Nil) in respect of freehold land and buildings and £46,836 (2023 - £150,299) in respect of short leasehold land and buildings.
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
Investments |
Subsidiaries |
£ |
Cost or valuation |
|
At 1 April 2023 |
|
Additions |
|
At 31 March 2024 |
|
Provision |
|
Carrying amount |
|
At 31 March 2024 |
|
At 31 March 2023 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2024 |
2023 |
|||
Subsidiary undertakings |
||||
|
Corridor Park, Building 'D' Suit 300, 100 Michael Angelo Way, Austin, TX 78728 USA |
|
|
|
|
De Boelelaan 7, 7e verdieping, 1083HJ, Amsterdam Netherlands |
|
|
|
Subsidiary undertakings
|
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
11 |
Investments (continued) |
Subsidiary undertakings
Mindful Souls B.V.
The principal activity of Mindful Souls B.V. is Online Retail Store. The profit for the financial period ending 31st December 2023 of Mindful Souls B.V. was £500,222 (2022: £1,137,814) and the aggregate amount of capital and reserves at the end of the period was £946,128 (2022: £2,345,486).
Investment details
On 11th March 2020, the company issued 15,833,930 shares of £1 each to enable it to acquire the shares of Shop LC Global Inc. This was a share for share exchange. The new shares rank pari-passu in all respects with the existing shares.
Stocks |
2024 |
2023 |
|
Finished goods and goods for resale |
|
|
Debtors |
Current |
Note |
2024 |
2023 |
Trade debtors |
|
|
|
Amounts owed by group undertakings |
|
|
|
Other debtors |
|
|
|
Prepayments |
|
|
|
Income tax asset |
- |
|
|
|
|
Included in the other debtors, is a rent deposit of £182,525 held by the landlords. The landlords have a charge over this deposit.
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
Creditors |
Note |
2024 |
2023 |
|
Due within one year |
|||
Loans and borrowings |
|
- |
|
Trade creditors |
|
|
|
Amounts due to group undertakings |
|
|
|
Social security and other taxes |
|
|
|
Other payables |
|
|
|
Accruals |
|
|
|
Income tax liability |
360,802 |
- |
|
|
|
Provisions for liabilities |
Deferred tax |
Total |
|
At 1 April 2023 |
|
|
Provided during the year |
( |
( |
At 31 March 2024 |
|
|
|
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. |
£ |
No. |
£ |
|
|
|
23,083,930 |
|
23,083,930 |
Shop TJC Limited
Notes to the Financial Statements for the Year Ended 31 March 2024 (continued)
Ultimate Parent Company |
Brett Enterprises Pvt. Ltd. is the beneficial owner of 55.75% of the shareholding in the group. It is incorporated in India and its financial statements are available from 5, Kitab Mahal, 192 Dr. D.N. Road, Fort, Mumbai-400 001.
The largest group in which the results of the company are consolidated is that headed by Vaibhav Global Limited, a publicly quoted company incorporated in India. Its financial statements are available from K-6-B Fateh Tiba, Adarsh Nagar, Jaipur, India.
The immediate parent undertaking is VGL Retail Ventures Limited, a company incorporated in Mauritius.
Ultimate Controlling Party |
Sheela Agarwal and her family members jointly control 55.75% of the company through their holding in Brett Enterprises Pvt. Ltd
Security |
The company has granted a fixed and floating charge over its assets in favour of its bankers Barclays bank PLC.
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
2024 |
2023 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Share based Payments |
The Shop TJC Limited employees received shares in Vaibhav Global Limited, in accordance with the terms of the employee share option plan.