Registered number: 14869285
TUFFIN FERRABY TAYLOR (TFT) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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COMPANY INFORMATION
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A J L Allison (appointed 15 May 2023)
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D Henn (appointed 15 May 2023)
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S Love-Jones (appointed 15 May 2023)
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A Pemberton (appointed 15 May 2023)
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CLA Evelyn Partners Limited
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Statutory Auditor & Chartered Accountants
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present their Strategic Report for the year ended 31 March 2024.
The principal activity of the Company and the wider Tuffin Ferraby Taylor Group (“TFT”) continued to be that of commercial property consultancy (chartered building surveyors, project managers, building services engineers and sustainability consultants).
During the year, there was a group reconstruction through which Tuffin Ferraby Taylor (TFT) Limited was incorporated. On 31 October 2023, the trade and assets of Tuffin Ferraby Taylor LLP was transferred using merger accounting from Tuffin Ferraby Taylor LLP to Tuffin Ferraby Taylor (TFT) Limited.
TFT has become an employee-owned business, having established its Employee Ownership Trust (EOT) following 19 years as a Limited Liability Partnership (LLP). The change to EOT status marks TFT’s 50th year and comes with two commitments for the future: to share ownership and benefit for the whole TFT team, and to deliver on the firm’s values without external conflict or compromise.
The news follows TFT’s B Corp certification in December 2022. An ownership structure for shared benefit is part of TFT’s continual progression towards its B Corp goals: improving business performance, accountability and transparency.
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Average number of Technical staff
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TFT saw turnover increase by 18% to £26.3m (2023: £22.2m) with profit after tax increasing by 35.1% to £5.2m (2023: £3.8m). This was mainly driven by a 22% increase in technical staff during the year.
The directors are satisfied with TFT’s performance for the year and its sound financial position. The net current assets, excluding unpaid share capital, of £1.5m (2023: £5.0m) will enable TFT to respond to opportunities or challenges that may arise in the future.
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Principal risks and uncertainties
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Market Risk
The real estate and construction industry continues to be affected by wider economic changes including the high interest and high inflation economy, each of which have led to uncertainty and delayed investment decisions, particularly in new development. The medium to long term outlook remains in the balance and any downturn in the UK or economy growth aspirations not materialising as set out by the change in government administration may have an adverse impact on TFT. This risk is mitigated by our good relationship with key personnel at property investment and development clients that operate across a broad range of sectors. We have also built a skilled and flexible team and a suite of service lines that respond to our core clients’ needs across each stage in the property and development cycle and are therefore not exposed to market changes as other specialists may be.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Working capital management
Working capital management continues to be a key focus for TFT, ensuring that there are sufficient cash reserves to meet all obligations and deal with any unexpected short to medium term adverse market movements. Cash flow is continually monitored along with future pipeline to ensure that any negative trends or issues are identified early, ready to take mitigating actions as necessary.
Staff recruitment and retention
Within the real estate professional services industry, companies often face challenges in finding suitable candidates for open positions and retaining high quality employees to deliver high quality services to clients. TFT support employees with dedicated career development opportunities and a commitment to provide for everyone’s wellbeing at work. As a certified B Corp and with the new EOT structure, ESG is at the heart of TFT’s culture, helping the business recruit and retain the best employees.
Competitors
TFT competes against several other companies of varying size, and as a result is exposed to the impact of actions of its competitors. TFT mitigates this risk through key client relationships and being thought leaders in the market, helping building owners, managers, investors, and occupiers to maximise the commercial value, performance and sustainability of their buildings. The business focusses on attracting and retaining excellent staff, producing high quality work to meet clients’ needs. Direct competitors often differ across the services lines we provide, and therefore the impacts are further mitigated.
Litigation risk
TFT operates in an industry where there is an inherent risk of claims for alleged professional negligence. TFT focus on consistency of quality assured excellence in our service delivery with a commitment to mentoring, coaching and investment in upskilling, training and development. TFT’s robust internal processes and controls mitigate the risk of claims, and the business has insurance against professional negligence claims.
Data security
To enable collaboration and efficient working, project documentation and communication is stored digitally. This increases the risk for data protection and information security. TFT has a robust and resilient IT risk strategy to mitigate this risk.
The directors remain focussed on developing existing clients and growing new business opportunities to deliver continued growth in turnover and profitability.
This report was approved by the board and signed on its behalf.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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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.
The profit for the year, after taxation, amounted to £5,185,060 (2023 -£3,837,564).
The directors who served during the year were:
A J L Allison (appointed 15 May 2023)
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D Henn (appointed 15 May 2023)
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S Love-Jones (appointed 15 May 2023)
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A Pemberton (appointed 15 May 2023)
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S W Mcluckie (appointed 15 May 2023, resigned 21 July 2023)
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The directors remain focussed on developing existing clients and growing new business opportunities to deliver continued growth in turnover and profitability.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
The auditor, CLA Evelyn Partners Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group 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 then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TUFFIN FERRABY TAYLOR (TFT) LIMITED
Opinion
We have audited the financial statements of Tuffin Ferraby Taylor (TFT) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated statement of comprehensive income, Consolidated and parent company balance sheets, Consolidated and parent company statement of changes in equity, Consolidated statement of cash flows and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 of the parent company's affairs as at 31 March 2024 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’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TUFFIN FERRABY TAYLOR (TFT) LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Opinions on other matters 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 the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
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Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
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We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept 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 directors’ responsibilities statement set out on page 4, 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.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TUFFIN FERRABY TAYLOR (TFT) LIMITED (CONTINUED)
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:
We obtained a general understanding of the Group's legal and regulatory framework through enquiry of management concerning: their understanding of relevant laws and regulations; the entities' policies and procedures regarding compliance; and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Group's industry and regulation.
We understand that the Group complies with the framework through:
∙Outsourcing accounts preparation and tax compliance to external experts.
∙Updating operating procedures, manuals and internal controls as legal and regulatory requirements change; and
∙The directors’ close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly.
The procedures we carried out to gain comfort over compliance with the above regulations included:
∙Confirming that the company is RICS regulated; and
∙Reviewing board meeting minutes.
In the context of the audit, we considered those laws and regulations: which determine the form and content of the financial statements; which are central to the Group’s ability to conduct its business; and where failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Group:
∙The Companies Act 2006, including as applied to Limited Liability Partnerships, and FRS 102 in respect of the preparation and presentation of the financial statements.
∙Regulations issued by the Royal Institution of Chartered Surveyors (RICS).
The senior statutory auditor led a discussion with all senior members of the engagement team regarding the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur.
The areas identified in this discussion were:
∙Manipulation of the financial statements through manual journal entries; and
∙Incorrect recognition of revenue particularly regarding cut off.
The procedures we carried out to gain evidence in the above areas included:
∙Testing of a sample of revenue transactions specifically around cut off to underlying documentation; and
∙Testing of a sample of manual journal entries, selected through applying specific risk assessments based on the group's processes and controls surrounding manual journal entries.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TUFFIN FERRABY TAYLOR (TFT) LIMITED (CONTINUED)
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Timothy Adams (Senior Statutory Auditor)
for and on behalf of
CLA Evelyn Partners Limited
Statutory Auditor & Chartered Accountants
Onslow House
Onslow Street
Guildford
GU1 4TL
20 December 2024
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
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Profit on sale of tangible assets
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Interest payable and similar expenses
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Profit for the financial year
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Other comprehensive income for the year
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Currency translation differences
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Other comprehensive income for the year
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Total comprehensive income for the year
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Profit for the year attributable to:
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Owners of the parent Company
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The notes on pages 19 to 38 form part of these financial statements.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
REGISTERED NUMBER:14869285
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CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
REGISTERED NUMBER:14869285
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CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024
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Equity attributable to owners of the parent Company
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 December 2024.
The notes on pages 19 to 38 form part of these financial statements.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
REGISTERED NUMBER:14869285
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COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
REGISTERED NUMBER:14869285
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COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act
2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The Company made a profit for the year of £4,628,313 (2023 - £3,832,716).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 December 2024.
The notes on pages 19 to 38 form part of these financial statements.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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Comprehensive income for the year
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Foreign exchange movement
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Contributions by and distributions to owners
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued in the year
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The notes on pages 19 to 38 form part of these financial statements.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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Comprehensive income for the year
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Contributions by and distributions to owners
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued in the year
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
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Cash flows from financing activities
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Repayment of/new finance leases
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 19 to 38 form part of these financial statements.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024
The notes on pages 19 to 38 form part of these financial statements.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Tuffin Ferraby Taylor Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 14869285). The registered office address is 14-18 Holborn, London, EC1N 2LE.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
During the year, there was a group reconstruction through which Tuffin Ferraby Taylor (TFT) Limited was incorporated. On 31 October 2023, the trade and assets of Tuffin Ferraby Taylor LLP was transferred using merger accounting from Tuffin Ferraby Taylor LLP to Tuffin Ferraby Taylor (TFT) Limited.
On the basis that the ultimate equity holders of Tuffin Ferraby Taylor LLP remain the same, and the rights of each equity holder, relative to the others, are unchanged, merger accounting has been used to account for this transaction in accordance with section 19 of FRS 102. Formal ownership of the activities of Tuffin Ferraby Taylor LLP was transferred on 31 October 2023 to Tuffin Ferraby Taylor (TFT) Limited. Following the principles of merger accounting, these financial statements have been presented as if the group structure had been in place from 1 April 2022.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis.
The directors have carefully reviewed the future prospects of the company and the Group which it heads. This review includes the preparation of cash flow forecasts reflecting their expectations of likely trading and cost levels as well as assessing the impact of downside scenarios. Having assessed this, the directors have a reasonable expectation that the company and Group have adequate resources to continue in operational existence for the foreseeable future, including at least 12 months from the signing of these financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Turnover from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable.
Where fees have been unconditionally earned but not invoiced at the year end, these amounts are included within debtors as accrued income.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to profit or loss over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
Software - 3 years straight-line
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
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over the remaining life of the lease
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
Financial assets and financial liabilities are recognised in the Consolidated and Company Balance Sheet when the Group becomes a party to the contractual provisions of the instrument.
Investments in unlisted shares are classified as basic financial instruments. They are initially measured at transaction price and subsequently measured at amortised cost.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Group’s cash management.
Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are 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.
Key sources of estimation uncertainty
Bad debt and accrued income provisions
The trade debtors and accrued income balance recorded in the company’s balance sheet (see note 14) comprises a relatively large number of balances. A full line by line review of these balances is carried out and balances are provided against as appropriate. Whilst every attempt is made to ensure that the bad debt and accrued income provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts and accrued income which ultimately prove to be recoverable.
Provision for dilapidations
The management have provided for dilapidations on the basis of assessment of the likely amount payable at the end of the lease to restate the premises to the same state as conditions before the occupancy of certain leased premises (see note 20). There remains a risk that the actual amounts payable on surrender of the lease may differ to this.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Analysis of turnover by country of destination:
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The operating profit is stated after charging:
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Depreciation of owned fixed assets
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Depreciation of tangible fixed assets held under finance leases
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Other operating lease rentals
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Amortisation of intangible assets
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During the year, the Group obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Staff costs were as follows:
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Cost of defined contribution scheme
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The Group average monthly number of employees, including the directors, during the year was as follows:
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The Company has no employees other than the directors.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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As part of the group restructure in the year, 4 of the designated members of the LLP previously heading the group became directors. Up until this date the members were remunerated via LLP distributions and the figures below show the remuneration earned since becoming directors of the Company following the restructure plus what was remunerated under the terms of the LLP agreement;
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Group contributions to defined contribution pension schemes
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The highest paid director received remuneration of £154,997 (2023 -£163,538).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £733 (2023 -£NIL).
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The total accrued pension provision of the highest paid director at 31 March 2024 amounted to £NIL (2023 -£NIL).
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The amount of the accrued lump sum in respect of the highest paid director at 31 March 2024 amounted to £NIL (2023 -£NIL).
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Interest payable and similar expenses
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Finance leases and hire purchase contracts
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Current tax on profits for the year
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
10.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 -lower than) the standard rate of corporation tax in the UK of 25% (2023 -19%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -19%)
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Capital allowances for year in excess of depreciation
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Expenses not deductible for tax purposes
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Remeasurement of deferred tax for changes in tax rate
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Adjustments to tax charge in respect of prior periods
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Total net accounting adjustments and transfers
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Movement in deferred tax not recognised
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Profits under the LLP structure not subject to corporation tax
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Total tax charge for the year
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
11.Intangible assets (continued)
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Long-term leasehold property
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
12.Tangible fixed assets (continued)
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Long-term leasehold property
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Tuffin Ferraby Taylor Services Limited
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14-18 Holborn, London, EC1N 2LE
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Tuffin Ferraby Taylor (Europe) Limited
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Trinity House, Charleston Road, Ranelagh, Dublin 6, Ireland
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18 Holborn, London, EC1N 2LE
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts recoverable on long-term contracts
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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The group has a fixed and variable rate loan with Lloyds Bank. The loans are unsecured and accrue interest at 7.88% pa and base rate plus 2.96% pa respectively.
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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The group has a fixed and variable rate loan with Lloyds Bank. The loans are unsecured and accrue interest at 7.88% pa and base rate plus 2.96% pa respectively.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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The finance leases relates to motor vehicles.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Charged to profit or loss
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The provision relates to dilapidations on properties leased by the group at the end of lease terms.
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Allotted, called up and fully paid
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149,985 (2023 -100,000) Ordinary shares of £12.00 each
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During the year, as part of the group reconstruction 100,000 Ordinary shares of £12 each were issued for consideration of the trade and assets of Tuffin Ferraby Taylor LLP at a value of £31,766,720.
On 2 November 2023, 49,985 Ordinary shares of £12 each were issued for consideration of £10,087,092. The monies owing on these shares are included in other debtors.
Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights, they do not confer any rights of redemption.
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Share premium account
Share premium represents the excess of the fair value of shares issued relative to their nominal value.
Merger Reserve
The merger reserve arose on the business combination described in note 2.1. This reserve represents the difference between the consideration as described in note 21 and the net assets acquired
Profit and loss account
The profit and loss account represents accumulated profits less distributions to owners.
The Group operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the Group in an independently administered fund. The pension cost charge
represents contributions payable by the Group to the fund and amounted to £336,821 (2022 -
£268,315). Contributions totalling £Nil (2022 - £53,196) were payable to the fund at the balance
sheet date and are included in creditors.
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Commitments under operating leases
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At 31 March 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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TUFFIN FERRABY TAYLOR (TFT) LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Related party transactions
|
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The Group has taken advantage of exemptions conferred by FRS 102 regarding disclosure of transactions and balances entered into between two or more members of a group, provided that any subsidiary undertaking which is party to the transaction is wholly owned by members of that group.
Key management personnel consist of the former designated members of the LLP. Total remuneration paid to the Key management personnel is detailed in note 8.
The total amount owed to the directors brought across in the group reconstruction as at 31 October 2023 total £2,378,936. The amount owed to the directors at the year end included in other creditors total £1,224,425.
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The immediate parent of the Company is TFT Trust Company Limited as trustee of the TFT Employee Ownership Trust.
The TFT Employee Ownership Trust is the ultimate controlling party
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