Year Ended
Registration number:
TJ International (Holdings) Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
TJ International (Holdings) Limited
Company Information
Directors |
Mr A J Adams Mr A P Watts |
Registered office |
|
Auditors |
|
TJ International (Holdings) Limited
Strategic Report
Year Ended 30 November 2023
The directors present their strategic report for the year ended 30 November 2023.
Principal activity
The principal activity of the group is printing, binding and related services.
Fair review of the business
During 2023 the group traded slightly down on the previous year, sales fell by 2% to £15,398,384 (2022: £15,764,126). This decrease was due to a decrease in lithographic production. However, sales in digital production increased.
At year end the group was in a net asset position of £100,900 (£208,555) a decrease of £107,655 on the prior financial year and trading within its available financing facilities.
The shareholders are satisfied with the 2023 trading result, despite the continued difficulties faced throughout the year.
Principal risks and uncertainties
The group is exposed to a variety of financial risks including credit, liquidity, interest rate and market price risk. The policy towards these financial risks is determined by the board, and then adopted and enforced by the management team.
The group is also exposed to operating risks which are inherent in the business model. This could include the loss of a major client. This risk is mitigated by consistently delivering competitive quality products on time every time. Other operating risks, such as a major production facility failure, are mitigated by the range of systems, technologies and equipment available in the plant and the continuous investment into leading edge technologies.
Approved by the
......................................... |
TJ International (Holdings) Limited
Directors' Report
Year Ended 30 November 2023
The directors present their report and the for the year ended 30 November 2023.
Directors of the group
The directors who held office during the year were as follows:
Financial risk management objectives and policies
The group considers the major financial risks of the business to be linked to liquidity, cash flow and market price. The group mitigates these risks by: carefully controlling costs and monitoring production efficiency and manpower levels; monitoring debt levels through forecasting and budgeting; and being proactive re changes in the economy and amending strategy accordingly.
Going concern
The directors acknowledge the group's net current liability position of £1,834,862 at the year end date (2023 - £2,178,512). The group funds its working capital needs through an invoice discounting facility. The group has traded within this facility during the year and expects to in future periods.
During the year sales decreased by 2% over the previous year. The general economic downturn had an effect during the year, decreasing volumes and increasing costs. Cash, profits and net assets are expected to be sufficient for the group to continue to trade. Forecasts show income for the coming 12 months to be an increase on the 2024 figures, and profits are expected to be made. The Directors will continue to manage cash closely in order to be able to pay debts when they are due.
The trading company held cash of £82k at year end and invoice finance facility of £2.4m. Cash flow forecasts for the next 18 months show the company's bank balance to improve over the year end balance. The group is currently holding some additional cash in the parent company in the event that there is a sudden down turn in trade, or this will be used to pay off loans if it is not needed.
Post year end management accounts to September 2024 show the group with a positive EBITDA of £514k and the group is still projecting to make a profit for the 2024 financial year. Sales for the first six months of the year were around £1.5m per month and the Directors are forecasting an increase in activity in the final three months of the year, in line with the normal seasonality trend of the business. The group’s invoice discounting facility liability of £1.2m at September 2024 has also improved on the year end position.
Post year end the group purchased the trade and assets of a second printing business to create a more robust business model. Production will continue in Padstow with the merged company assets being purchased by TJ Books Limited. The merger will significantly increase headline sales without a corresponding significant change to the fixed cost base of the business. One off costs were incurred in the short term relocating operations to Padstow and additional asset finance was secured to purchase the printing presses necessary to meet the increased sales demand. The Directors believe this transaction will be very positive for the business in the medium term leading to improved profitability and cash-flow.
TJ International (Holdings) Limited
Directors' Report
Year Ended 30 November 2023
The main risk in the projections prepared is unexpected reductions in sales volume which would impact the ability of the group to finance its debts. The directors have completed sensitivity analysis and are satisfied that sales volume could reduce by 10% without any significant impact on the balance. If sales volume were to reduce further the Directors would look to once again re-align the businesses cost basis with the level of activity. The group also has access to additional asset finance if required to support short term cash-flow.
On the basis of these forecasts and analysis, the directors remain confident that the group will continue to be a going concern for a period of at least 12 months from the date of approving these financial statements. The accounts have accordingly been prepared on a going concern basis.
Research and development
The group has undertaken research and development in order to offer an improved service to the customer. The group plans to further develop these platforms and will continue to strive towards process efficiency.
Disclosure of information to the auditor
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.
Approved by the
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TJ International (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 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 group and the company and of the profit or loss of the group 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 UK 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
TJ International (Holdings) Limited
Independent Auditor's Report to the Members of TJ International (Holdings) Limited
Opinion
We have audited the financial statements of TJ International (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 30 November 2023 and of the group's 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 group 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 director's 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 group and parent 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 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.
TJ International (Holdings) Limited
Independent Auditor's Report to the Members of TJ International (Holdings) Limited
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.
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 Statement of Directors' Responsibilities set out on page 5, 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
TJ International (Holdings) Limited
Independent Auditor's Report to the Members of TJ International (Holdings) Limited
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to acts by the company which were contrary to applicable laws and regulations, including fraud.
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 102 and Companies Act 2006) and the relevant tax compliance regulations in the UK.
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 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.
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 nominal journal entries for reasonableness;
• Review of significant accounting estimates for bias;
• Review of post year end recoverability of WIP and debtor balances.
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.
TJ International (Holdings) Limited
Independent Auditor's Report to the Members of TJ International (Holdings) Limited
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.
......................................
Melville Building East
Unit 18, 23 Royal William Yard
Devon
PL1 3GW
TJ International (Holdings) Limited
Consolidated Profit and Loss Account
Year Ended 30 November 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Distribution costs |
( |
( |
|
Administrative expenses |
( |
( |
|
Other operating income |
|
- |
|
Operating profit |
|
|
|
Income from shares in group undertakings |
- |
|
|
Interest payable and similar expenses |
( |
( |
|
(577,310) |
(266,259) |
||
Profit/(loss) before tax |
|
( |
|
Tax on profit/(loss) |
( |
|
|
Profit for the financial year |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
The group has no recognised gains or losses for the year other than the results above.
TJ International (Holdings) Limited
Consolidated Balance Sheet
30 November 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Stocks |
|
|
|
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Capital redemption reserve |
|
- |
|
Profit and loss account |
( |
( |
|
Equity attributable to owners of the company |
|
|
|
Shareholders' funds |
|
|
Approved and authorised by the
......................................... |
Company Registration Number: 11113630
TJ International (Holdings) Limited
Balance Sheet
30 November 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
- |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Capital redemption reserve |
|
- |
|
Profit and loss account |
|
|
|
Shareholders' funds |
|
|
The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a profit after tax for the financial year of £165,350 (2022: profit of £109,979).
Approved and authorised by the
......................................... |
Company Registration Number: 11113630
TJ International (Holdings) Limited
Consolidated Statement of Changes in Equity
Year Ended 30 November 2023
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 December 2022 |
|
- |
( |
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
Purchase of own share capital |
(99,600) |
99,600 |
(147,647) |
(147,647) |
At 30 November 2023 |
|
|
( |
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 December 2021 |
|
- |
( |
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 30 November 2022 |
|
- |
( |
|
TJ International (Holdings) Limited
Statement of Changes in Equity
Year Ended 30 November 2023
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 December 2022 |
|
- |
|
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
Purchase of own share capital |
(99,600) |
99,600 |
(147,647) |
(147,647) |
At 30 November 2023 |
|
|
|
|
Share capital |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 December 2021 |
|
- |
|
|
Profit for the year |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 30 November 2022 |
|
- |
|
|
TJ International (Holdings) Limited
Consolidated Statement of Cash Flows
Year Ended 30 November 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Loss on disposal of tangible assets |
|
- |
|
Finance income |
- |
( |
|
Finance costs |
|
|
|
Income tax expense |
|
( |
|
|
|
||
Working capital adjustments |
|||
Increase in stocks |
( |
( |
|
Decrease/(increase) in trade debtors |
|
( |
|
Increase in trade creditors |
|
|
|
Increase in deferred income, including government grants |
- |
|
|
Cash generated from operations |
|
|
|
Income taxes (paid)/received |
( |
|
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
- |
|
|
Acquisitions of tangible assets |
( |
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Payments for purchase of own shares |
( |
- |
|
Repayment of bank borrowing |
( |
( |
|
Repayment of other borrowing |
( |
( |
|
Payments to finance lease creditors |
( |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
( |
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
Cash and cash equivalents at 1 December |
( |
( |
|
Cash and cash equivalents at 30 November |
(2,336,061) |
(2,677,790) |
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
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 years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
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.
Summary of disclosure exemptions
FRS 102 grants a qualifying entity exemptions from the full requirements of FRS102. The following exemptions have been taken in these financial statements as the company is deemed to be a qualifying entity.
The company has taken advantage of the exemption, under FRS102 paragraph 1.12(b), from preparing a Statement of Cash Flows on the basis that it is a qualifying entity and the company's cash flows in its own consolidated financial statements. The company is also taking exemption from disclosure of key management personnel compensation and exemption from disclosure of related party transactions entered into between the company and other members of the TJ International (Holdings) Limited group.
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Going concern
The directors acknowledge the group's net current liability position of £2,178,512 at the year-end date (2021 - £1,773,358). The group funds its working capital needs through an invoice discounting facility. The group has traded within this facility during the year and expects to in future periods.
During the year sales increased by 14% over the previous year. The general economic downturn had an effect during the year, decreasing volumes and increasing costs.
During 2021, the directors arranged additional external finance through the Coronavirus Business Interruption Loan scheme to support cash-flow. This is continuing to be repaid on a monthly basis.
The directors acknowledge the group's net current liability position of £1,834,862 at the year end date (2023 - £2,178,512). The group funds its working capital needs through an invoice discounting facility. The group has traded within this facility during the year and expects to in future periods.
During the year sales decreased by 2% over the previous year. The general economic downturn had an effect during the year, decreasing volumes and increasing costs. Cash, profits and net assets are expected to be sufficient for the group to continue to trade. Forecasts show income for the coming 12 months to be an increase on the 2024 figures, and profits are expected to be made. The Directors will continue to manage cash closely in order to be able to pay debts when they are due.
The trading company held cash of £82k at year end and invoice finance facility of £2.4m. Cash flow forecasts for the next 18 months show the company's bank balance to improve over the year end balance. The group is currently holding some additional cash in the parent company in the event that there is a sudden down turn in trade, or this will be used to pay off loans if it is not needed.
Post year end management accounts to September 2024 show the group with a positive EBITDA of £514k and the group is still projecting to make a profit for the 2024 financial year. Sales for the first six months of the year were around £1.5m per month and the Directors are forecasting an increase in activity in the final three months of the year, in line with the normal seasonality trend of the business. The group’s invoice discounting facility liability of £1.2m as at September 2024 has also improved on the year end position.
Post year end the group purchased the trade and assets of a second printing business to create a more robust business model. Production will continue in Padstow with the merged company assets being purchased by TJ Books Limited. The merger will significantly increase headline sales without a corresponding significant change to the fixed cost base of the business. One off costs were incurred in the short term relocating operations to Padstow and additional asset finance was secured to purchase the printing presses necessary to meet the increased sales demand. The Directors believe this transaction will be very positive for the business in the medium term leading to improved profitability and cash-flow.
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
The main risk in the projections prepared is unexpected reductions in sales volume which would impact the ability of the group to finance its debts. The directors have completed sensitivity analysis and are satisfied that sales volume could reduce by 10% without any significant impact on the balance. If sales volume were to reduce further the Directors would look to once again re-align the businesses cost basis with the level of activity. The group also has access to additional asset finance if required to support short term cash-flow.
On the basis of these forecasts and analysis, the directors remain confident that the group will continue to be a going concern for a period of at least 12 months from the date of approving these financial statements. The accounts have accordingly been prepared on a going concern basis.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 November 2023.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described in this note, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historically known factors and experience.
Any estimates and underlying assumptions used by management such as depreciation rates are reviewed on an ongoing basis. Any revision deemed to be required to any accounting estimates would be recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. A key judgement is considered to be the estimated useful economic life of Goodwill. Management believe a life of 20 years is appropriate based on the long term relationships in place with key customers.
Revenue recognition
Turnover represents amounts invoiced in respect of printing and binding books during the year, net of value added tax.
Revenue in respect of finished goods is recognised when goods are despatched.
Government grants
Government grants are recognised as income when they are receivable and all of the performance conditions imposed by the grant have been met, in accordance with the performance model.
Until such time as the performance conditions are met, government grants are recorded as deferred income on the balance sheet.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
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.
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Tangible assets
Tangible assets are stated in the balance sheet 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.
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
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 |
Leasehold improvements |
5 years straight line |
Furniture, fittings and equipment |
5 years straight line |
Other property, plant and equipment |
3 - 10 years straight line |
Motor vehicles |
20% reducing balance |
Goodwill
Positive goodwill is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life. It is reviewed for impairment at the end of the first full
financial year following the acquisition and in other periods if events or changes in circumstances
indicate that the carrying value may not be recoverable.
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 |
Goodwill |
10 - 20 years straight line |
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Dividends on equity securities are recognised in income when receivable.
Stocks
Stock is valued at the lower of cost and net realisable value, after due regard for obsolete and slow
moving stocks. Net realisable value is based on selling price less anticipated costs to completion and
selling costs.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Sale of goods |
|
|
The analysis of the group's Turnover for the year by market is as follows:
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
2023 |
2022 |
|
UK |
|
|
Europe |
|
|
Rest of world |
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Foreign exchange losses |
|
|
Operating lease expense - property |
|
|
Operating lease expense - other |
|
|
Loss on disposal of property, plant and equipment |
|
- |
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Sales |
|
|
Production |
|
|
Administration and support |
|
|
|
|
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
( |
|
6,802 |
115,982 |
During the year the group released a previous accrual for Directors' pension payments resulting in a credit to the profit and loss account.
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Accruing benefits under money purchase pension scheme |
|
|
Auditor's remuneration |
2023 |
2022 |
|
Audit of these financial statements |
3,050 |
2,500 |
Interest payable and similar expenses |
2023 |
2022 |
|
Interest on bank overdrafts, invoice financing and borrowings |
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
Other interest payable |
|
|
|
|
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Taxation |
Tax charged/(credited) in the profit and loss account
2023 |
2022 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Profit/(loss) before tax |
|
( |
Corporation tax at standard rate |
|
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Deferred tax expense/(credit) relating to changes in tax rates or laws |
|
( |
Decrease from effect of tax incentives |
( |
( |
Deferred tax credit from unrecognised tax loss or credit |
- |
( |
Total tax charge/(credit) |
|
( |
Deferred tax
Group
Deferred tax assets and liabilities
2023 |
Asset |
Liability |
Accelerated tax depreciation |
- |
|
Short term timing differences |
- |
( |
Tax losses carried forward |
- |
( |
- |
|
2022 |
Asset |
Liability |
Accelerated tax depreciation |
- |
|
Short term timing differences |
- |
( |
Tax losses carried forward |
- |
( |
- |
|
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Intangible assets |
Group
Goodwill |
Total |
|
Cost or valuation |
||
At 1 December |
|
|
At 30 November 2023 |
|
|
Amortisation |
||
At 1 December |
|
|
Amortisation charge |
|
|
At 30 November 2023 |
|
|
Carrying amount |
||
At 30 November 2023 |
|
|
At 30 November 2022 |
|
|
Amortisation of goodwill is presented in administrative expenses.
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Tangible assets |
Group
Leasehold improvements |
Furniture, fittings and equipment |
Motor vehicles |
Other property, plant and equipment |
Total |
|
Cost or valuation |
|||||
At 1 December |
|
|
|
|
|
Additions |
- |
|
- |
|
|
Disposals |
- |
- |
- |
( |
( |
At 30 November 2023 |
|
|
|
|
|
Depreciation |
|||||
At 1 December |
|
|
|
|
|
Charge for the year |
- |
|
|
|
|
Eliminated on disposal |
- |
- |
- |
( |
( |
At 30 November 2023 |
|
|
|
|
|
Carrying amount |
|||||
At 30 November 2023 |
|
|
|
|
|
At 30 November 2022 |
|
|
|
|
|
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
2023 |
2022 |
|
Other property, plant and equipment |
3,466,588 |
3,454,985 |
Motor vehicles |
139,524 |
64,218 |
3,606,112 |
3,519,203 |
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group 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 |
|
2023 |
2022 |
|||
Subsidiary undertakings |
||||
|
Trecerus Industrial Estate
|
|
|
|
England and Wales |
||||
|
Trecerus Industrial Estate
|
|
|
|
England and Wales |
* indicates direct investment of the company
Subsidiary undertakings
TJ Books Limited The principal activity of TJ Books Limited is |
TJI Limited The principal activity of TJI Limited is |
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 December 2022 |
|
At 30 November 2023 |
|
Carrying amount |
|
At 30 November 2023 |
|
At 30 November 2022 |
|
Stocks |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Work in progress |
|
|
- |
- |
Stocks |
|
|
- |
- |
|
|
- |
- |
Debtors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Trade debtors |
|
|
|
- |
|
Other debtors |
|
|
- |
|
|
Prepayments |
|
|
- |
- |
|
Income tax asset |
|
|
- |
- |
|
|
|
|
|
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Cash and cash equivalents |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Cash on hand |
|
|
- |
- |
Cash at bank |
|
|
|
|
|
|
|
|
|
Invoice financing |
( |
( |
- |
- |
Cash and cash equivalents in statement of cash flows |
(2,336,061) |
(2,677,790) |
2,742 |
32,420 |
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
|
- |
|
Trade creditors |
|
|
- |
- |
|
Amounts due to group undertakings |
- |
- |
|
|
|
Social security and other taxes |
|
|
- |
- |
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
Other creditors |
|
|
|
|
|
Accrued expenses |
|
|
- |
- |
|
Deferred income |
|
- |
- |
- |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
|
- |
|
|
Deferred income |
- |
|
- |
- |
|
Other creditors |
|
|
- |
- |
|
3,276,127 |
3,737,622 |
- |
90,762 |
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Loans and borrowings |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Non-current loans and borrowings |
||||
Bank borrowings |
|
|
- |
- |
Finance lease and HP liabilities |
|
|
- |
- |
Other borrowings |
- |
|
- |
|
|
|
- |
|
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Current loans and borrowings |
||||
Bank borrowings |
|
|
- |
- |
Invoice discounting |
|
|
- |
- |
Finance lease and HP liabilities |
|
|
- |
- |
Other borrowings |
|
- |
|
- |
|
|
|
- |
The finance lease and HP liabilities of £3,423,041 (2022 - £4,144,305) are secured against the assets to which they relate. Invoice financing liabilities provided by Close Brothers Limited are secured by a fixed and floating charge over the assets of the company created on 24 October 2022. The invoice financing facility is denominated in GBP and the discount rate on the facility is base rate + 2%. A fixed and floating charge is also held by Lloyds Tsb Bank PLC dated 3 April 2023 and Andrew Vosper dated 22 December 2017.
Group
Bank borrowings
|
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
Later than five years |
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
- |
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Deferred tax and other provisions |
Group
Deferred tax |
|
At 1 December 2022 |
( |
Increase (decrease) in existing provisions |
( |
At 30 November 2023 |
( |
|
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
300,400 |
|
400,000 |
On 20/01/2023 the company repurchased 99,600 £1 shares for £147,647. The shares were subsequently cancelled.
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Analysis of changes in net debt |
Group
At 1 December 2022 |
Financing cash flows |
At 30 November 2023 |
|
Cash and cash equivalents |
|||
Cash |
55,023 |
29,365 |
84,388 |
Invoice financing |
(2,732,813) |
312,364 |
(2,420,449) |
(2,677,790) |
341,729 |
(2,336,061) |
|
Borrowings |
|||
Long term borrowings |
(362,500) |
150,000 |
(212,500) |
Short term borrowings |
(150,000) |
- |
(150,000) |
Lease and HP liabilities |
(4,144,305) |
721,264 |
(3,423,041) |
Other borrowings |
(90,762) |
18,507 |
(72,255) |
(4,747,567) |
889,771 |
(3,857,796) |
|
|
|||
( |
|
( |
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Related party transactions |
Group
2023 |
At 1 December 2022 |
Payments |
Repayments by director |
At 30 November 2023 |
Director 3 |
||||
DLA |
|
|
( |
( |
|
- |
- |
- |
- |
9,338 |
56,004 |
(92,500) |
(27,158) |
|
Director 4 |
||||
DLA |
( |
|
( |
( |
|
- |
- |
- |
- |
(7,119) |
71,820 |
(82,500) |
(17,799) |
|
2022 |
At 1 December 2021 |
Payments to director |
Repayments by director |
Interest charged |
Ceased to be a director |
At 30 November 2022 |
Director 1 |
||||||
DLA |
( |
|
- |
(9,518) |
190,350 |
- |
Loan |
( |
|
- |
- |
- |
- |
(190,673) |
9,841 |
- |
(9,518) |
190,350 |
- |
|
Director 2 |
||||||
DLA |
( |
|
- |
(3,631) |
72,614 |
- |
Loan |
( |
|
- |
(6,757) |
90,761 |
- |
(234,199) |
81,212 |
- |
(10,388) |
163,375 |
- |
|
Director 3 |
||||||
DLA |
- |
|
( |
- |
- |
|
- |
64,558 |
(55,220) |
- |
- |
9,338 |
|
Director 4 |
||||||
DLA |
- |
|
( |
- |
- |
( |
- |
48,101 |
(55,220) |
- |
- |
(7,119) |
|
TJ International (Holdings) Limited
Notes to the Financial Statements
Year Ended 30 November 2023
Key management personnel
The group do not consider any employees other than statutory directors, whose remuneration is disclosed in note 7, to be key management personnel within the definition contained in FRS102.
Transactions with directors |
The Directors' loan accounts are interest free and payable to directors on demand.
Parent and ultimate parent undertaking |
The ultimate controlling party is