Company registration number 13048754 (England and Wales)
THISTLE INITIATIVES GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
THISTLE INITIATIVES GROUP LIMITED
COMPANY INFORMATION
Directors
M G Bellenger
J M Dingwall
S E Long
E Tahmasebi
J Bull
M Husler
(Appointed 6 July 2023)
Company number
13048754
Registered office
4 St. Paul's Churchyard
London
England
EC4M 8AY
Auditor
Goodman Jones LLP
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
United Kingdom
W1T 4RN
Business address
2nd Floor
4 St Paul's Churchyard
London
EC4M 8AY
THISTLE INITIATIVES GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 31
THISTLE INITIATIVES GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present the strategic report for the year ended 31 March 2024.
Review of the business
The Group's principal activity is the provision of regulatory compliance services. It also provides technology products to the financial services sector. Headquartered in London, the Group provides expert services in a range of financial services including acquisition due diligence, financial crime compliance, FCA applications, compliance support services, audits and advisory, ICARA and FCA reporting.
The sectors serviced are Investments, payment services, credit and mortgages, digital assets and general insurance.
Our people are our greatest asset due to their professionalism and dedication in providing the highest quality service to our clients. The Group seeks talented, motivated people to work in a challenging environment.
The directors are satisfied with the performance of the Group for the year.
During the year Thistle Initiatives Limited completed the hive up of the trade and assets of its subsidiary ATEB Business Solutions Limited. This included the transfer of all the people to the Company. The combined business is operating well and synergies are evident.
Principal risks and uncertainties
The principal risks and uncertainties facing the Group include the following:
An economic downturn, decline in global financial markets and similar conditions may adversely affect employment rates, commercial and consumer spending and indebtedness, availability of credit, asset values, investments and liquidity. This may negatively impact customers and result in decreased demand for services.
The Group operates in a highly competitive market place, subject to rapid change and expected to remain so in the future.
The Group relies upon it's reputation to secure new engagements. Any factor that diminishes that reputation could impact new client work.
The inability to hire and to retain talented people in a competitive market place for talent could negatively impact operations.
Ensuring technology is kept up to date and that the products offered are relevant and reliable.
Key performance indicators
The Group considers Revenue growth and underlying Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) to be the key performance indicators.
Revenue growth for the current year was £1.45m (15.94%) compared with £1.6m (21.40%) in 2023.
EBITDA for the current year was £2.32m compared with £2.30m in 2023.
The directors consider that normalised EBITDA for the current year to stand at £3.36m (2023 - £2.80m).
The normalised figure above seeks to reflect current underlying trading of the Group adjusting for non-recurring items, one-off expenditures and discounting non-core operations.
THISTLE INITIATIVES GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Financial risk management
Due to the nature of the Group's business, the relevant financial risks are cash flow risk and credit risk.
The Group manages its cash resources through the use of cash flow forecasting longer term, to better manage the timing of cash inflows and outflows. Cash receipts and payments are reviewed monthly, and consideration is given to working capital requirements. The Group holds significant cash in reserve as a buffer.
The Group's financial assets are bank balances and trade and other receivables. Credit risk on liquid funds is managed by dealing with reputable banks. Credit risk on trade receivables is managed by the Group's credit control policies.
S E Long
Director
25 March 2025
THISTLE INITIATIVES GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Principal activities
The principal activity of the company and group continued to be that of the provision of regulatory compliance services.
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £nil (2023: £339,850). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M G Bellenger
J M Dingwall
S E Long
E Tahmasebi
J Bull
M Husler
(Appointed 6 July 2023)
Auditor
Goodman Jones LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible 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 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 then 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 ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
THISTLE INITIATIVES GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Going concern
The directors have considered the forecast position of both the company and the wider group in reaching their conclusions in respect of going concern.
In assessing the appropriateness of the going concern assumption, the directors have considered the ability of the group to maintain adequate liquidity through the forecast period. Taking account of reasonably possible changes in trading performance, the group’s forecasts and projections show that the group is able to operate within the level of its current resources.
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and that it remains appropriate to continue to adopt the going concern basis in preparing the annual report and financial statements.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
S E Long
Director
25 March 2025
THISTLE INITIATIVES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THISTLE INITIATIVES GROUP LIMITED
- 5 -
Opinion
We have audited the financial statements of Thistle Initiatives Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and 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 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 31 March 2024 and of the group's loss 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.
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's 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
THISTLE INITIATIVES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THISTLE INITIATIVES GROUP LIMITED
- 6 -
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.
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, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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 industry sector regulations and unethical and prohibited business practices, and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
Reading minutes of meetings of those charged with governance;
Obtaining and reading correspondence from legal and regulatory bodies including HMRC;
Identifying and testing journal entries;
Challenging assumptions and judgements made by management in their significant accounting estimates..
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
THISTLE INITIATIVES GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THISTLE INITIATIVES GROUP LIMITED
- 7 -
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters which we are required to address
The corresponding figures are unaudited as the company was exempt from audit. We have obtained sufficient appropriate audit evidence that the opening balances do not contain misstatements that would materially affect the current period's financial statements.
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.
Sarf Malik
For and on behalf of
25 March 2025
Goodman Jones LLP
Chartered Accountants
Statutory Auditor
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
United Kingdom
W1T 4RN
THISTLE INITIATIVES GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2024
2023
Notes
£
£
Revenue
3
10,542,989
9,093,115
Cost of sales
(324,728)
(666,920)
Gross profit
10,218,261
8,426,195
Administrative expenses
(9,551,771)
(7,326,482)
Other operating income
54,127
1,303
Operating profit
4
720,617
1,101,016
Investment income
8
6,374
823
Finance costs
9
(246,921)
(80,953)
Other gains and losses
10
-
(253,530)
Profit before taxation
480,070
767,356
Tax on profit
11
(595,366)
(209,644)
(Loss)/profit for the financial year
(115,296)
557,712
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
THISTLE INITIATIVES GROUP LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
2023
Notes
£
£
£
£
Non-current assets
Goodwill
14
550,000
3,504,029
Other intangible assets
14
1,700,316
322,593
Total intangible assets
2,250,316
3,826,622
Property, plant and equipment
15
39,198
33,967
2,289,514
3,860,589
Current assets
Trade and other receivables
18
3,262,480
2,691,570
Cash and cash equivalents
3,093,109
2,293,548
6,355,589
4,985,118
Current liabilities
19
(5,119,331)
(5,442,084)
Net current assets/(liabilities)
1,236,258
(456,966)
Total assets less current liabilities
3,525,772
3,403,623
Non-current liabilities
20
(2,217,290)
(1,981,152)
Provisions for liabilities
Deferred tax liability
22
9,799
8,492
(9,799)
(8,492)
Net assets
1,298,683
1,413,979
Equity
Called up share capital
24
1,000
1,000
Retained earnings
1,297,683
1,412,979
Total equity
1,298,683
1,413,979
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 25 March 2025 and are signed on its behalf by:
25 March 2025
M G Bellenger
Director
Company registration number 13048754 (England and Wales)
THISTLE INITIATIVES GROUP LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Non-current assets
Investments
16
1,000
1,000
Current assets
Trade and other receivables
18
2,201,457
1,955,319
Cash and cash equivalents
24,430
24,650
2,225,887
1,979,969
Current liabilities
19
(25,401)
(401)
Net current assets
2,200,486
1,979,568
Total assets less current liabilities
2,201,486
1,980,568
Non-current liabilities
20
(2,201,457)
(1,955,319)
Net assets
29
25,249
Equity
Called up share capital
24
1,000
1,000
Retained earnings
(971)
24,249
Total equity
29
25,249
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £25,220 (2023 - £351,259 profit).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 25 March 2025 and are signed on its behalf by:
25 March 2025
M G Bellenger
Director
Company registration number 13048754 (England and Wales)
THISTLE INITIATIVES GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 April 2022
1,000
1,195,117
1,196,117
Year ended 31 March 2023:
Profit and total comprehensive income
-
557,712
557,712
Dividends
12
-
(339,850)
(339,850)
Balance at 31 March 2023
1,000
1,412,979
1,413,979
Year ended 31 March 2024:
Loss and total comprehensive income
-
(115,296)
(115,296)
Balance at 31 March 2024
1,000
1,297,683
1,298,683
THISTLE INITIATIVES GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 April 2022
1,000
12,840
13,840
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
351,259
351,259
Dividends
12
-
(339,850)
(339,850)
Balance at 31 March 2023
1,000
24,249
25,249
Year ended 31 March 2024:
Profit and total comprehensive income
-
(25,220)
(25,220)
Balance at 31 March 2024
1,000
(971)
29
THISTLE INITIATIVES GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
1,466,752
962,815
Interest paid
(783)
(80,953)
Income taxes paid
(639,528)
(343,560)
Net cash inflow from operating activities
826,441
538,302
Investing activities
Purchase of property, plant and equipment
(23,254)
(27,551)
Interest received
6,374
823
Net cash used in investing activities
(16,880)
(26,728)
Financing activities
Repayment of bank loans
(10,000)
35,833
Payment of finance leases obligations
-
(10,348)
Dividends paid to equity shareholders
(339,850)
Net cash used in financing activities
(10,000)
(314,365)
Net increase in cash and cash equivalents
799,561
197,209
Cash and cash equivalents at beginning of year
2,293,548
2,096,339
Cash and cash equivalents at end of year
3,093,109
2,293,548
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
1
Accounting policies
Company information
Thistle Initiatives Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 4 St. Paul's Churchyard, London, England, EC4M 8AY.
The group consists of Thistle Initiatives Group Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
1.2
Basis of consolidation
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
The consolidated group financial statements consist of the financial statements of the parent company Thistle Initiatives Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
1.3
Going concern
The group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The strategic report further describes the financial position of the group; the group’s objectives and policies; its financial risk management objectives; details of its financial instruments; and its exposure to credit risk and liquidity risk.
The directors have considered the forecast position of both the company and the wider group in reaching their conclusions in respect to going concern. In assessing the appropriateness of the going concern assumption, the directors have considered the ability of the group to maintain adequate liquidity through the forecast period. Taking account of reasonably possible changes in trading performance the group’s forecasts and projections show that the group is able to operate within the level of its current resources.
The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and that it remains appropriate to continue to adopt the going concern basis in preparing the annual report and financial statements.
1.4
Revenue
Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue 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, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.6
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
5 years straight line
Development costs
3 years straight line
Purchased goodwill
5 years straight line
1.7
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
33% on cost and 15% on reducing balance
Computer Equipment
33% on cost and 15% on reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.8
Non-current investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
Impairment of non-current assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.10
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.11
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.12
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.13
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.18
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.19
Software development costs
Expenditure on software development is prepaid until such time that the software is completed, tested and readily marketable. The prepaid development costs are then written off over the useful economic life of the developed software only where the expected economic benefit can be reliably estimated to exceed the initial development expenditure. In all other cases, software development costs are written off in the year in which they occur.
1.20
Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the profit and loss account in the period to which they relate.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment of fixed assets and goodwill
At each reporting year end date, the group reviews the carrying amounts of goodwill and fixed assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of a cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. The estimated future cash flows used to assess the impairment of goodwill are based on management’s assumptions.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
3
Revenue
2024
2023
£
£
Revenue analysed by class of business
Consultancy fees
9,516,323
8,167,938
SaaS fees
838,720
840,399
Commissions received
187,946
84,778
10,542,989
9,093,115
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
3
Revenue
(Continued)
- 21 -
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
10,542,989
9,093,115
2024
2023
£
£
Other revenue
Interest income
6,374
823
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Exchange losses
1,341
3,101
Depreciation of owned property, plant and equipment
18,023
16,378
Amortisation of intangible assets
1,189,121
1,189,141
Impairment of intangible assets
387,185
(Profit)/loss on disposal of intangible assets
-
364
Operating lease charges
219,143
218,337
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
2,200
-
Audit of the financial statements of the company's subsidiaries
43,400
29,000
45,600
29,000
For other services
Taxation compliance services
4,100
-
All other non-audit services
16,100
-
20,200
-
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
78
66
6
4
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,075,013
3,978,528
Social security costs
543,672
402,861
-
-
Pension costs
337,009
221,516
5,955,694
4,602,905
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
817,927
682,924
Company pension contributions to defined contribution schemes
45,300
69,522
863,227
752,446
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
292,468
204,913
Company pension contributions to defined contribution schemes
-
8,833
The group considers directors to be the key management and their remuneration is disclosed above.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
8
Investment income
2024
2023
£
£
Interest income
Interest on bank deposits
6,056
823
Other interest income
318
-
Total income
6,374
823
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
6,056
823
9
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
783
1,032
Interest payable to group undertakings
246,138
78,397
246,921
79,429
Other finance costs:
Interest on finance leases and hire purchase contracts
-
1,524
Total finance costs
246,921
80,953
10
Other gains and losses
2024
2023
£
£
Gain/(loss) on disposal of fixed asset investments
-
(253,530)
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
595,012
299,960
Adjustments in respect of prior periods
(953)
(93,200)
Total current tax
594,059
206,760
Deferred tax
Origination and reversal of timing differences
1,307
2,884
Total tax charge
595,366
209,644
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Taxation
(Continued)
- 24 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
480,070
767,356
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
120,018
145,798
Tax effect of expenses that are not deductible in determining taxable profit
38,942
27,751
Gains not taxable
69
Unutilised tax losses carried forward
6,360
92
Permanent capital allowances in excess of depreciation
(8,289)
(9,505)
Depreciation on assets not qualifying for tax allowances
4,506
3,112
Amortisation on assets not qualifying for tax allowances
297,280
225,937
Research and development tax credit
(93,294)
Under/(over) provided in prior years
(953)
(93,200)
Deferred tax adjustments in respect of prior years
1,307
2,884
Impairment of intangible assets
74,660
Interest payable to group companies
61,535
Taxation charge
595,366
209,644
12
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
-
339,850
13
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2024
2023
Notes
£
£
In respect of:
Goodwill
14
298,641
-
Intangible assets
14
88,544
-
Recognised in:
Administrative expenses
387,185
-
The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
13
Impairments
(Continued)
- 25 -
During the year following impairment reviews a provision of £298,641 was made against the goodwill arising on the acquisition of ATEB IT Solutions Limited. In addition a provision of £88,544 was made against software assets.
14
Intangible fixed assets
Group
Goodwill on consolidation
Software
Development costs
Purchased goodwill
Total
£
£
£
£
£
Cost
At 1 April 2023
5,037,692
1,170,246
230,394
6,438,332
Transfers
(3,184,161)
3,184,161
At 31 March 2024
1,853,531
1,170,246
230,394
3,184,161
6,438,332
Amortisation and impairment
At 1 April 2023
1,533,663
847,653
230,394
2,611,710
Amortisation charged for the year
318,240
234,049
636,832
1,189,121
Impairment losses
298,641
88,544
387,185
Transfers
(847,013)
847,013
At 31 March 2024
1,303,531
1,170,246
230,394
1,483,845
4,188,016
Carrying amount
At 31 March 2024
550,000
1,700,316
2,250,316
At 31 March 2023
3,504,029
322,593
3,826,622
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.
Goodwill on consolidation at the start of the period related top the acquisition by Thistle Initiatives Limited in November 2022 of ATEB Business Solutions Limited and ATEB IT Solutions Limited. The total consideration paid was £5.6m. During the year Thistle Initiatives Limited completed the hive-up of trade and assets of its subsidiary undertaking ATEB Business Solutions Limited. Goodwill on the original acquisition after allowing for the hive-up was reclassified as purchased goodwill.
More information on impairment movements in the year is given in note 13.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
15
Property, plant and equipment
Group
Fixtures and fittings
Computer Equipment
Total
£
£
£
Cost
At 1 April 2023
2,241
275,320
277,561
Additions
23,254
23,254
Disposals
(197,951)
(197,951)
Transfers
44,690
44,690
At 31 March 2024
2,241
145,313
147,554
Depreciation and impairment
At 1 April 2023
675
242,919
243,594
Depreciation charged in the year
281
17,742
18,023
Eliminated in respect of disposals
(193,428)
(193,428)
Transfers
40,167
40,167
At 31 March 2024
956
107,400
108,356
Carrying amount
At 31 March 2024
1,285
37,913
39,198
At 31 March 2023
1,566
32,401
33,967
The company had no property, plant and equipment at 31 March 2024 or 31 March 2023.
16
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
17
1,000
1,000
Movements in non-current investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023 and 31 March 2024
1,000
Carrying amount
At 31 March 2024
1,000
At 31 March 2023
1,000
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 27 -
17
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Thistle Initiatives Holdings Limited
4 St. Paul's Churchyard, London, England, EC4M 8AY
Ordinary
100.00
-
Thistle Initiatives Limited
4 St. Paul's Churchyard, London, England, EC4M 8AY
Ordinary
-
100.00
Whitby 1 (CSL) Limited
4 St. Paul's Churchyard, London, England, EC4M 8AY
Ordinary
-
100.00
ATEB Business Solutions Limited
Evolve Business Centre, Cygnet Way, Houghton-Le-Spring, Durham, DH4 5QY
Ordinary
-
100.00
ATEB IT Solutions Limited
Evolve Business Centre, Cygnet Way, Houghton-Le-Spring, Durham, DH4 5QY
Ordinary
-
100.00
Whitby 2 (ACL) Limited
4 St. Paul's Churchyard, London, England, EC4M 8AY
Ordinary
-
100.00
For the financial period ended 31 March 2024, the following subsidiary companies were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:
Thistle Initiatives Holdings Limited, company registration number 13052084
Whitby 1 (CSL) Limited, company registration number 08620141
ATEB Business Solutions Limited, company registration number 05075208
Whitby 2 (ACL) Limited, company registration number 13716964
18
Trade and other receivables
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade receivables
2,333,879
1,804,590
Gross amounts owed by contract customers
581,657
439,790
Amounts owed by group undertakings
34,947
-
-
-
Other receivables
75,257
207,498
Prepayments and accrued income
236,740
239,692
3,262,480
2,691,570
-
-
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
2,201,457
1,955,319
Total debtors
3,262,480
2,691,570
2,201,457
1,955,319
Amounts of £2,201,457 (2023: £1,955,319) represent the value of loan notes and any accrued interest receivable from the company's subsidiary Thistle Initiatives Holdings Limited. Such amounts will become payable upon the exercise of an option by the company.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 28 -
19
Current liabilities
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
21
10,000
10,000
Trade payables
180,534
218,530
Amounts owed to group undertakings
3,606,637
4,089,955
25,401
401
Corporation tax payable
159,984
171,304
Other taxation and social security
696,797
524,925
-
-
Other payables
40,073
26,232
Accruals and deferred income
425,306
401,138
5,119,331
5,442,084
25,401
401
20
Non-current liabilities
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
15,833
25,833
Amounts owed to group undertakings
2,201,457
1,955,319
2,201,457
1,955,319
2,217,290
1,981,152
2,201,457
1,955,319
Amounts owed to group undertakings of £2,201,457 (2023: £1,955,319) represents the value of loan notes and accrued interest payable to the company's immediate parent undertaking, Dragontail Holdings Limited. The maturity date is the earlier of an exit event or the eighth anniversary of the issue date.
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
2,201,457
1,955,319
-
-
21
Borrowings
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
25,833
35,833
Loans from group undertakings
2,201,457
1,955,319
25,833
35,833
2,201,457
1,955,319
Payable within one year
10,000
10,000
Payable after one year
15,833
25,833
2,201,457
1,955,319
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 29 -
22
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
9,799
8,492
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 April 2023
8,492
-
Charge to profit or loss
1,307
-
Liability at 31 March 2024
9,799
-
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
337,009
221,516
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
95,000
95,000
950
950
Ordinary B shares of 1p each
5,000
5,000
50
50
100,000
100,000
1,000
1,000
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
25
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
820,266
999,145
-
-
820,266
999,145
-
-
26
Related party transactions
At the year-end, an amount of £nil (2023: £31,434) was owed by Resolution Compliance Limited, a company previously owned a subsidiary and now owned by James Dingwall, a director of the company.
At the year-end, an amount of £32,504 (2023: £32,504) was owed to Vanir Holdings Limited, a minority shareholder.
At the year-end, an amount of £2,206,507 (2023: £1,960,369) was owed to Dragontail Holdings Limited, the immediate parent company.
At the year-end, an amount of £3,603,234 (2023: £4,052,401) was owed to Whitby Bidco Limited, the intermediate parent company.
At the year-end, an amount of £34,949 (2023: £nil) was owed from Whitby Topco Limited, the ultimate parent company.
During the year, management charges of £180,799 (2023: £nil) were paid to Whitby Topco Limited, the ultimate parent company.
During the year, management charges of £80,613 (2023: £nil) were paid to Whitby Bidco Limited, the immediate parent company.
During the year, interest charges of £246,138 (2023: £78,397) were paid to Dragontail Holdings Limited, the immediate parent company.
27
Controlling party
The immediate parent company is Dragontail Holdings Limited. The ultimate parent company is Whitby TopCo Limited, a company incorporated in Jersey. Ultimate control rests with Jerry del Missier.
THISTLE INITIATIVES GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 31 -
28
Cash generated from group operations
2024
2023
£
£
(Loss)/profit for the year after tax
(115,296)
557,712
Adjustments for:
Taxation charged
595,366
209,644
Finance costs
246,921
80,953
Investment income
(6,374)
(823)
(Gain)/loss on disposal of intangible assets
-
364
Amortisation and impairment of intangible assets
1,576,306
1,189,141
Depreciation and impairment of property, plant and equipment
18,023
16,378
Foreign exchange gains on cash equivalents
(163)
-
(Gain)/loss on sale of investments
-
253,530
Increase in provisions
76,916
-
Movements in working capital:
Increase in trade and other receivables
(639,363)
(752,625)
Decrease in trade and other payables
(285,584)
(591,459)
Cash generated from operations
1,466,752
962,815
29
Analysis of changes in net funds - group
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
2,293,548
799,561
3,093,109
Borrowings excluding overdrafts
(35,833)
10,000
(25,833)
2,257,715
809,561
3,067,276
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