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REGISTERED NUMBER: 09338820 (England and Wales)














Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 October 2024

for

TSGroup Ltd

TSGroup Ltd (Registered number: 09338820)






Contents of the Consolidated Financial Statements
for the Year Ended 31 October 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 4

Consolidated Profit and Loss Account 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


TSGroup Ltd

Company Information
for the Year Ended 31 October 2024







DIRECTORS: S P Carnwell
R L Stow
M D Belfield





SECRETARY: S P Carnwell





REGISTERED OFFICE: Bridge Street Mills
Bridge Street
Macclesfield
Cheshire
SK11 6QA





REGISTERED NUMBER: 09338820 (England and Wales)





AUDITORS: Thompson Wright Limited
Chartered Accountants
and Statutory Auditors
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

TSGroup Ltd (Registered number: 09338820)

Group Strategic Report
for the Year Ended 31 October 2024

The directors present their strategic report of the company and the group for the year ended 31 October 2024.

REVIEW OF BUSINESS
As has been disclosed in previous accounts, the business has continued to diversify away from RTA work, following the implementation of the Civil Liabilities Bill. This has led to a planned and controlled reduction in income of 15% this year.

As has been disclosed in previous accounts, the business has continued to diversify away from RTA work, following the implementation of the Civil Liabilities Bill. This has led to a planned and controlled reduction in the last 4 years, as well as reducing staffing numbers.

We are continuing to grow our Private Client Department, and our Non-RTA based litigation work, such as Clinical Negligence and ELPL.

Our margin has fallen by 5.6% as we continue to invest in growing case numbers in these areas.

Overall (loss)/profit as a % of turnover has fallen in line with our budget plan, as we have had to deal with the costs of reducing staff in RTA, reducing our office space, and yet still invest in the growth areas of our retained business.

The accounts do not contain unsettled cases within our work in progress at year end. We currently have over £1 million more work in progress compared to budget, not valued in our accounts. We are carrying over £3 million of work in progress at year end at cost.

Our cash reserves have fallen by 14% from 2023 as we continue to invest in new cases and fund the staffing reduction.

We consider the following to be key performance indicators;

2024 2023
Gross profit percentage 80.97% 86.60%
Net (loss)/profit percentage (0.88%) 1.28%
Liquidity 287.50% 291.69%

PRINCIPAL RISKS AND UNCERTAINTIES
The Directors have identified the key risks faced by the group to be:

a) Market risk
b) Financial risk

With regards to market risk, the key risk remains the changes to work levels following the Civil Liabilities Bill implementation.

The group seeks to manage financial risk by ensuring liquidity is available to meet foreseeable needs and monitor case costs closely.

To achieve short term flexibility, the group operates an overdraft facility which means that it is exposed to interest rate risk, although the overdraft facility has not been used in 2024 and cash reserves are very healthy.

The group's policy has been to consistently review case costs and ensure that costs are kept to a minimum, whilst still being able to deliver a quality service, and also ensuring that costs are recovered on a timely basis.

FUTURE DEVELOPMENTS
Looking to the future as reported above the directors will continue with their diversification plan into areas not affected by the proposed legislative changes.

ON BEHALF OF THE BOARD:





R L Stow - Director


28 May 2025

TSGroup Ltd (Registered number: 09338820)

Report of the Directors
for the Year Ended 31 October 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2024.

PRINCIPAL ACTIVITY
The principal activity of the group is the provision of legal and claims services for road traffic accident claims. Additional to this the group also provides a comprehensive range of non accident related legal services.

DIVIDENDS
The total distribution of dividends for the year ended 31 October 2024 will be £ 1,068,191 .

DIRECTORS
The directors shown below have held office during the whole of the period from 1 November 2023 to the date of this report.

S P Carnwell
R L Stow
M D Belfield

DISCLOSURE IN THE STRATEGIC REPORT
Future developments and principal risks and uncertainties are disclosed in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), 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 judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Thompson Wright Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





R L Stow - Director


28 May 2025

Report of the Independent Auditors to the Members of
TSGroup Ltd

Opinion
We have audited the financial statements of TSGroup Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 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.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 the 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Report of the Independent Auditors to the Members of
TSGroup Ltd


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
TSGroup Ltd


Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the Senior Statutory Auditor ensured that the audit team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of solicitors.

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental consumer rights act, other industry specific accreditations and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the group's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.


Report of the Independent Auditors to the Members of
TSGroup Ltd

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Jeremy Bostock FCA BFP BA(Hons) (Senior Statutory Auditor)
for and on behalf of Thompson Wright Limited
Chartered Accountants
and Statutory Auditors
Ebenezer House
Ryecroft
Newcastle under Lyme
Staffordshire
ST5 2BE

28 May 2025

TSGroup Ltd (Registered number: 09338820)

Consolidated Profit and Loss Account
for the Year Ended 31 October 2024

2024 2023
Notes £    £   

TURNOVER 3 5,915,073 6,923,069

Cost of sales 1,125,436 927,850
GROSS PROFIT 4,789,637 5,995,219

Administrative expenses 5,074,086 6,011,561
(284,449 ) (16,342 )

Other operating income 30,817 13,898
OPERATING LOSS 5 (253,632 ) (2,444 )

Interest receivable and similar income 366,856 189,908
113,224 187,464

Interest payable and similar expenses 6 165,401 99,025
(LOSS)/PROFIT BEFORE TAXATION (52,177 ) 88,439

Tax on (loss)/profit 7 21,830 59,772
(LOSS)/PROFIT FOR THE FINANCIAL YEAR (74,007 ) 28,667
(Loss)/profit attributable to:
Owners of the parent (74,007 ) 28,667

TSGroup Ltd (Registered number: 09338820)

Consolidated Other Comprehensive Income
for the Year Ended 31 October 2024

2024 2023
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (74,007 ) 28,667


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (74,007 ) 28,667

Total comprehensive income attributable to:
Owners of the parent (74,007 ) 28,667

TSGroup Ltd (Registered number: 09338820)

Consolidated Balance Sheet
31 October 2024

2024 2023
Notes £    £    £   
FIXED ASSETS
Intangible assets 10 854,558 996,984
Tangible assets 11 50,711 52,552
Investments 12 - -
905,269 1,049,536

CURRENT ASSETS
Debtors 13 4,684,878 5,206,568
Cash at bank and in hand 5,747,606 6,665,319
10,432,484 11,871,887
CREDITORS
Amounts falling due within one year 14 3,628,629 4,070,090
NET CURRENT ASSETS 6,803,855 7,801,797
TOTAL ASSETS LESS CURRENT LIABILITIES 7,709,124 8,851,333

PROVISIONS FOR LIABILITIES 18 10,297 10,308
NET ASSETS 7,698,827 8,841,025

CAPITAL AND RESERVES
Called up share capital 19 429,335 429,335
Capital redemption reserve 20 370,694 370,694
Merger Reserve 20 (399,927 ) (399,927 )
Retained earnings 20 7,298,725 8,440,923
SHAREHOLDERS' FUNDS 7,698,827 8,841,025

The financial statements were approved by the Board of Directors and authorised for issue on 28 May 2025 and were signed on its behalf by:





R L Stow - Director


TSGroup Ltd (Registered number: 09338820)

Company Balance Sheet
31 October 2024

2024 2023
Notes £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 800,004 800,004
800,004 800,004

CURRENT ASSETS
Debtors 13 1,804,101 1,804,101
Cash at bank 87 87
1,804,188 1,804,188
CREDITORS
Amounts falling due within one year 14 1,804,188 1,804,188
NET CURRENT LIABILITIES - -
TOTAL ASSETS LESS CURRENT LIABILITIES 800,004 800,004

CAPITAL AND RESERVES
Called up share capital 19 429,335 429,335
Capital redemption reserve 20 370,669 370,669
SHAREHOLDERS' FUNDS 800,004 800,004

Company's profit for the financial year 1,068,191 986,844

The financial statements were approved by the Board of Directors and authorised for issue on 28 May 2025 and were signed on its behalf by:





R L Stow - Director


TSGroup Ltd (Registered number: 09338820)

Consolidated Statement of Changes in Equity
for the Year Ended 31 October 2024

Called up Capital
share Retained redemption Merger Total
capital earnings reserve Reserve equity
£    £    £    £    £   
Balance at 1 November 2022 429,335 9,399,100 370,694 (399,927 ) 9,799,202

Changes in equity
Dividends - (986,844 ) - - (986,844 )
Total comprehensive income - 28,667 - - 28,667
Balance at 31 October 2023 429,335 8,440,923 370,694 (399,927 ) 8,841,025

Changes in equity
Dividends - (1,068,191 ) - - (1,068,191 )
Total comprehensive income - (74,007 ) - - (74,007 )
Balance at 31 October 2024 429,335 7,298,725 370,694 (399,927 ) 7,698,827

TSGroup Ltd (Registered number: 09338820)

Company Statement of Changes in Equity
for the Year Ended 31 October 2024

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 November 2022 429,335 - 370,669 800,004

Changes in equity
Dividends - (986,844 ) - (986,844 )
Total comprehensive income - 986,844 - 986,844
Balance at 31 October 2023 429,335 - 370,669 800,004

Changes in equity
Dividends - (1,068,191 ) - (1,068,191 )
Total comprehensive income - 1,068,191 - 1,068,191
Balance at 31 October 2024 429,335 - 370,669 800,004

TSGroup Ltd (Registered number: 09338820)

Consolidated Cash Flow Statement
for the Year Ended 31 October 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 178,826 1,694,177
Interest paid (165,401 ) (99,025 )
Tax paid 11,081 (237,132 )
Net cash from operating activities 24,506 1,358,020

Cash flows from investing activities
Purchase of tangible fixed assets (30,024 ) (26,694 )
Interest received 366,856 189,908
Net cash from investing activities 336,832 163,214

Cash flows from financing activities
New loans in year - 210,860
Loan repayments in year (210,860 ) (209,706 )
Equity dividends paid (1,068,191 ) (986,844 )
Net cash from financing activities (1,279,051 ) (985,690 )

(Decrease)/increase in cash and cash equivalents (917,713 ) 535,544
Cash and cash equivalents at beginning of year 2 6,665,319 6,129,775

Cash and cash equivalents at end of year 2 5,747,606 6,665,319

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 October 2024

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
(Loss)/profit before taxation (52,177 ) 88,439
Depreciation charges 174,292 214,455
Profit on disposal of fixed assets (1 ) -
Finance costs 165,401 99,025
Finance income (366,856 ) (189,908 )
(79,341 ) 212,011
Decrease in trade and other debtors 512,134 2,034,310
Decrease in trade and other creditors (253,967 ) (552,144 )
Cash generated from operations 178,826 1,694,177

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 October 2024
31.10.24 1.11.23
£    £   
Cash and cash equivalents 5,747,606 6,665,319
Year ended 31 October 2023
31.10.23 1.11.22
£    £   
Cash and cash equivalents 6,665,319 6,129,775


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.11.23 Cash flow At 31.10.24
£    £    £   
Net cash
Cash at bank and in hand 6,665,319 (917,713 ) 5,747,606
6,665,319 (917,713 ) 5,747,606
Debt
Debts falling due within 1 year (210,860 ) 210,860 -
(210,860 ) 210,860 -
Total 6,454,459 (706,853 ) 5,747,606

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements
for the Year Ended 31 October 2024

1. STATUTORY INFORMATION

TSGroup Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed below.

Going concern
The group had net assets of £7,698,827 (2023: £8,841,025) at the year end and has continued to generate profits post year end. The directors believe the the group is well placed to manage the risks at these challenging times and therefore continue to adopt a going concern basis of accounting preparing these financial statements.

Basis of consolidation
The group financial statements consolidate the financial statements of the limited company and its
subsidiary and its associate undertakings.

Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases.

Subsidiaries are included in the consolidated financial statements on the acquisition basis whilst associates are included using the equity method.

Group reconstructions are included in the consolidated financial statements using the merger basis.

Significant judgements and estimates
The group makes significant judgements and estimates concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are detailed below.

Impairment of debtors

Management makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the progress and stage reached of individual cases.

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents amounts chargeable to clients for professional services provided during the year, inclusive of direct expenses incurred on client assignments but excluding value added tax. Turnover is recognised when a right to consideration has been obtained through performance under each contract. Consideration accrues as contract activity progresses by reference to the value of work performed.

Turnover also includes appropriate amounts in respect of long-term work in progress, to the extent that the outcome of these contracts can be assessed with reasonable certainty.

Turnover is not recognised where the right to receive payment is conditional on events outside the control of the business.

Unbilled revenue is included in debtors as 'Trade debtors'.

All turnover is derived from UK customers.

Goodwill
Goodwill being the amount paid in connection with the acquisition of a business in 2004 is being amortised over the estimated useful life of 10 years, restructuring with the holding company in 2010 over 20 years, the acquisition of a subsidiary in 2014 over 5 years and the acquisition of an unincorporated business in 2018 over 10 years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Short leasehold - 33% on cost
Office equipment - 25% on cost
Fixtures and fittings - 15% on cost
Website - 33% on cost and 25% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The group has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other debtors, and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors and loans from fellow group companies, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as creditors due after more than one year. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

3. TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Large loss 1,608,351 2,364,648
Clinical Negligence 493,865 254,273
RTA Exited 807,331 1,966,028
Employer/public liability 1,142,181 974,106
Other legal fees 1,863,345 1,364,014
5,915,073 6,923,069

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 2,712,207 3,075,763
Social security costs 278,526 316,033
Other pension costs 363,620 385,292
3,354,353 3,777,088

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Directors 3 3
Fee earners 27 31
Accounts 8 9
Administration 35 48
73 91

2024 2023
£    £   
Directors' remuneration 66,611 41,590
Directors' pension contributions to money purchase schemes 63,125 63,125

The number of directors to whom retirement benefits were accruing was as follows:

Defined benefit schemes 3 3

5. OPERATING LOSS

The operating loss is stated after charging:

2024 2023
£    £   
Other operating leases 125,127 145,803
Depreciation - owned assets 31,866 55,435
Goodwill amortisation 142,426 159,022
Auditors' remuneration 15,332 20,275
Auditors' remuneration for non audit work 8,865 8,503

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Client account interest 155,275 92,212
Loan interest payable 10,126 6,813
165,401 99,025

7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 23,383 62,687
Adjustment to prior years (1,542 ) -
Total current tax 21,841 62,687

Deferred tax:
Accelerated capital allowances (11 ) (2,915 )
Tax on (loss)/profit 21,830 59,772

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

7. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
(Loss)/profit before tax (52,177 ) 88,439
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

(13,044

)

16,803

Effects of:
Expenses not deductible for tax purposes 36,416 898
Capital allowances in excess of depreciation (1 ) -
Depreciation in excess of capital allowances - 33,710
Adjustments to tax charge in respect of previous periods (1,541 ) -
Other tax differences - 18,183
Losses tax difference (change in tax rate) - (9,822 )
Total tax charge 21,830 59,772

8. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
2024 2023
£    £   
B Ordinary shares of £1 each
Interim 456,301 424,548
D Ordinary shares of £1 each
Interim 239,445 226,148
E Ordinary shares of £1 each
Interim 372,445 336,148
1,068,191 986,844

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 November 2023
and 31 October 2024 3,898,100
AMORTISATION
At 1 November 2023 2,901,116
Amortisation for year 142,426
At 31 October 2024 3,043,542
NET BOOK VALUE
At 31 October 2024 854,558
At 31 October 2023 996,984

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Short Office and
leasehold equipment fittings Website Totals
£    £    £    £    £   
COST
At 1 November 2023 121,028 766,680 84,315 4,850 976,873
Additions 18,359 11,665 - - 30,024
Disposals (29,856 ) (139,835 ) (34,398 ) - (204,089 )
At 31 October 2024 109,531 638,510 49,917 4,850 802,808
DEPRECIATION
At 1 November 2023 108,953 733,186 77,332 4,850 924,321
Charge for year 7,580 20,861 3,425 - 31,866
Eliminated on disposal (29,856 ) (139,835 ) (34,399 ) - (204,090 )
At 31 October 2024 86,677 614,212 46,358 4,850 752,097
NET BOOK VALUE
At 31 October 2024 22,854 24,298 3,559 - 50,711
At 31 October 2023 12,075 33,494 6,983 - 52,552

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 November 2023
and 31 October 2024 800,004
NET BOOK VALUE
At 31 October 2024 800,004
At 31 October 2023 800,004


TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

12. FIXED ASSET INVESTMENTS - continued


The list of subsidiaries is as follows;

Name Registered office Nature of business Holding
Thorneycroft Solicitors Limited Bridge Street Mills, Bridge
Street, Macclesfield, Cheshire
SK11 6QA
Solicitors 100%
TSG Professional Services Limited Bridge Street Mills, Bridge
Street, Macclesfield, Cheshire
SK11 6QA
Holding company 100%
TSG Complete Claim Services Limited Bridge Street Mills, Bridge
Street, Macclesfield, Cheshire
SK11 6QA
Holding company 100%
Complete Medical Services Limited 16 The Square, Holmes Chapel,
CW4 7AB
Arranging medical
legal appointments
100%
Onclaims Limited Bridge Street Mills, Bridge
Street, Macclesfield, Cheshire
SK11 6QA
Provision of motor
legal protection
100%
Thorneycroft Trust Corporation Limited Bridge Street Mills, Bridge
Street, Macclesfield, Cheshire
SK11 6QA
Dormant 100%

During the financial period the following subsidiaries took advantage of the exemption from audit under S479A of the Companies Act 2006:

Onclaims Limited
Complete Medical Services Limited

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 4,074,984 4,547,762 - -
Amounts owed by group undertakings - - 1,804,101 1,804,101
Other debtors 5,868 20,195 - -
Tax 1,765 11,321 - -
Prepayments and accrued income 602,261 627,290 - -
4,684,878 5,206,568 1,804,101 1,804,101

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 15) - 210,860 - -
Trade creditors 2,980,505 3,187,436 - -
Amounts owed to group undertakings - - 1,799,087 1,799,087
Corporation tax 23,382 16 - -
Social security and other taxes 338,012 321,999 - -
Other creditors 46,544 45,630 5,101 5,101
Deferred income 51,051 5,000 - -
Accrued expenses 189,135 299,149 - -
3,628,629 4,070,090 1,804,188 1,804,188

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

15. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans - 210,860

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 66,528 115,561
Between one and five years 32,515 79,843
99,043 195,404

17. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£    £   
Bank loans - 210,860

A charge was created on 28th November 2014 by National Westminster Bank Plc creating a fixed and floating charge over all assets of Thorneycroft Solicitors Limited.

R L Stow has provided a guarantee for £300,000 to Natwest Bank Plc.

Natwest Bank Plc also had a cross guarantee of £400,000 with the following companies, Onclaims Limited. TSG Complete Claim Services Limited, Thorneycroft Solicitors Limited, Complete Medical Services Limited, TSG Professional Services Limited.

18. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax
Accelerated capital allowances 10,297 10,308

Group
Deferred
tax
£   
Balance at 1 November 2023 10,308
Provided during year (11 )
Balance at 31 October 2024 10,297

TSGroup Ltd (Registered number: 09338820)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 October 2024

18. PROVISIONS FOR LIABILITIES - continued

The deferred tax provision represents accelerated capital allowances.

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
333,335 B Ordinary £1 333,335 333,335
48,000 D Ordinary £1 48,000 48,000
48,000 E Ordinary £1 48,000 48,000
429,335 429,335

20. RESERVES

Group
Capital
Retained redemption Merger
earnings reserve Reserve Totals
£    £    £    £   

At 1 November 2023 8,440,923 370,694 (399,927 ) 8,411,690
Deficit for the year (74,007 ) (74,007 )
Dividends (1,068,191 ) (1,068,191 )
At 31 October 2024 7,298,725 370,694 (399,927 ) 7,269,492

Company
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 November 2023 - 370,669 370,669
Profit for the year 1,068,191 1,068,191
Dividends (1,068,191 ) (1,068,191 )
At 31 October 2024 - 370,669 370,669


21. RELATED PARTY DISCLOSURES

R L Stow
Director

Provided a guarantee of £300,000 to Natwest Plc.

Uplands Systems Limited
A company controlled by R L Stow's husband

During the year, Upland Systems Limited supplied services of £97,442 (2023 - £59,354).

At the year end Upland Systems Limited were owed £14,235 (2023 - £4,980).

22. ULTIMATE CONTROLLING PARTY

The ultimate controlling parties are the directors/shareholders.