| REGISTERED NUMBER: |
| Triage Holdings Limited |
| Strategic Report, Directors' Report and |
| Financial Statements for the Year Ended 31 March 2024 |
| REGISTERED NUMBER: |
| Triage Holdings Limited |
| Strategic Report, Directors' Report and |
| Financial Statements for the Year Ended 31 March 2024 |
| Triage Holdings Limited (Registered number: 06004291) |
| Contents of the Financial Statements |
| for the Year Ended 31 March 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Directors' Report | 3 |
| Directors' Responsibilities Statement | 4 |
| Independent Auditors' Report | 5 |
| Statement of Comprehensive Income | 9 |
| Balance Sheet | 10 |
| Statement of Changes in Equity | 11 |
| Notes to the Financial Statements | 12 |
| Triage Holdings Limited |
| Company Information |
| for the Year Ended 31 March 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| BUSINESS ADDRESS: |
| REGISTERED NUMBER: |
| INDEPENDENT AUDITORS: |
| Middlesex House |
| Rutherford Close |
| Stevenage |
| Hertfordshire |
| SG12EF |
| Triage Holdings Limited (Registered number: 06004291) |
| Strategic Report |
| for the Year Ended 31 March 2024 |
| The directors present their strategic report for the year ended 31 March 2024. |
| PRINCIPAL ACTIVITIES |
| The principal activity of the company continued to be that of a holding company of its wholly owned subsidiary, Triage Services Limited ("Triage"), whose activities are IT repair services, refurbishment and niche hardware sales. |
| FAIR REVIEW OF THE BUSINESS |
| The company profit and loss account is set out on page 8. |
| The company is a holding company. Details of the review of the Triage business are contained in the financial statements of its wholly owned subsidiary, Triage Services Limited. |
| ON BEHALF OF THE BOARD: |
| Triage Holdings Limited (Registered number: 06004291) |
| Directors' Report |
| for the Year Ended 31 March 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 March 2024. |
| DIVIDENDS |
| The results for the year are set out on page 8. |
| No ordinary dividends were paid. The directors do not recommend payment of a final dividend. |
| DIRECTORS |
| The directors who have held office during the period from 1 April 2023 to the date of this report are as follows: |
| QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
| The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date. |
| 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 company'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 company's auditors are aware of that information. |
| AUDITORS |
| SKS Baker Watkin Audit were appointed as auditor to the company 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. |
| ON BEHALF OF THE BOARD: |
| Triage Holdings Limited (Registered number: 06004291) |
| Directors' Responsibilities Statement |
| for the Year Ended 31 March 2024 |
| The directors are responsible for preparing the Strategic Report, the Directors' 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), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| Independent Auditors' Report to the Members of |
| Triage Holdings Limited |
| Opinion |
| We have audited the financial statements of Triage Holdings Limited (the 'company') for the year ended 31 March 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 March 2024; |
| - | 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 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 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 Strategic Report, the Directors' Report and the Directors' Responsibilities Statement, but does not include the financial statements and our Auditors' Report thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 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. |
| Independent Auditors' Report to the Members of |
| Triage Holdings Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Directors' Responsibilities Statement set out on page four, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Independent Auditors' Report to the Members of |
| Triage Holdings Limited |
| 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 an Auditors' 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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: |
| Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. |
| The following laws and regulations were identified as being of significance to the entity: |
| -Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation. |
| -It is considered that non-compliance of Health & Safety laws and regulations may be fundamental to the operating aspects of the business. |
| Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. |
| No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
| 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 Auditors' Report. |
| Independent Auditors' Report to the Members of |
| Triage Holdings Limited |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Middlesex House |
| Rutherford Close |
| Stevenage |
| Hertfordshire |
| SG12EF |
| Triage Holdings Limited (Registered number: 06004291) |
| Statement of Comprehensive |
| Income |
| for the Year Ended 31 March 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 4 |
| OPERATING PROFIT and |
| PROFIT BEFORE TAXATION |
| Tax on profit | 6 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Triage Holdings Limited (Registered number: 06004291) |
| Balance Sheet |
| 31 March 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Investments | 7 |
| CREDITORS |
| Amounts falling due within one year | 8 | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 9 |
| Share premium |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Triage Holdings Limited (Registered number: 06004291) |
| Statement of Changes in Equity |
| for the Year Ended 31 March 2024 |
| Called up |
| share | Retained | Share | Total |
| capital | earnings | premium | equity |
| £ | £ | £ | £ |
| Balance at 1 April 2022 |
| Profit and total comprehensive income for the year |
- |
- |
- |
- |
| Balance at 31 March 2023 |
| Profit and total comprehensive income for the year |
- |
- |
- |
- |
| Balance at 31 March 2024 |
| Triage Holdings Limited (Registered number: 06004291) |
| Notes to the Financial Statements |
| for the Year Ended 31 March 2024 |
| 1. | STATUTORY INFORMATION |
| Triage Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 4 Kennet House, Langley Quay, Waterside Drive, Slough, Berkshire, SL3 6EY. |
| 2. | ACCOUNTING POLICIES |
| BASIS OF PREPARATION |
| 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 company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
| � | the requirements of IFRS 7 Financial Instruments: Disclosures; |
| � | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
| � | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1; |
| � | the requirements of IAS 7 Statement of Cash Flows; |
| � | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
| � | the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes; |
| � | the requirements of paragraph 74(b) of IAS 16; |
| � | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
| � | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group. |
| The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group. |
| The financial statements of the company are consolidated in the financial statements of TVS Logistics Investment UK Limited. These consolidated financial statements may be obtained from Companies House, Crown Way, Cardiff. |
| GOING CONCERN |
| In determining whether the Company's annual financial statements can be prepared on a going concern basis, the Directors have considered the Company's business activities, together with the factors likely to affect its future development, performance and position. The review also includes the financial position of the Company and the wider Group that the Company is part of, their short term and long term cash flows, liquidity position and borrowing facilities. |
| The key factors considered by the directors include the implications of changes to the economic environment on the Company's revenues and profits. The Company and wider Group undertakes monthly rolling forecasts and weekly projections of cash flows. This allows the Company to target performance and identify areas of focus for management. |
| The Directors confirm that, after due consideration they have a reasonable expectation that the Company has adequate resources to continue in business for at least 12 months from the date of signing the financial statements. Accordingly, the annual report and financial statements for the year ended 31 March 2024 have been prepared on the going concern basis . |
| Triage Holdings Limited (Registered number: 06004291) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| FIXED ASSET INVESTMENTS |
| Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. |
| A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. |
| 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. |
| FINANCIAL INSTRUMENTS |
| Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset, with 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 debtors 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. |
| Other financial assets |
| Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
| 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. |
| Triage Holdings Limited (Registered number: 06004291) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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 company after deducting all of its liabilities. |
| Basic financial liabilities |
| Basic financial liabilities, including creditors, 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 receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. |
| Other financial liabilities |
| Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge. |
| Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. |
| 3. | CRITICAL JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In the application of the company�s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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. |
| 5. | EMPLOYEES AND DIRECTORS |
| The average monthly number of persons (including directors) employed by the company during the year was: |
| 2024 | 2023 |
| Numbers | Numbers |
| 2 | 1 |
| 6. | TAXATION |
| Analysis of tax expense |
| No liability to UK corporation tax arose for the year ended 31 March 2024 nor for the year ended 31 March 2023. |
| Triage Holdings Limited (Registered number: 06004291) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 March 2024 |
| 7. | INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 April 2023 |
| and 31 March 2024 | 2,413,390 |
| NET BOOK VALUE |
| At 31 March 2024 | 2,413,390 |
| At 31 March 2023 | 2,413,390 |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: England and Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2024 | 2023 |
| £ | £ |
| Aggregate capital and reserves |
| Profit/(loss) for the year | ( |
) |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Accruals and deferred income |
| 9. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| B Ordinary | 0.10 | 33,720 | 33,720 |
| A Ordinary | 0.10 | 134,880 | 134,880 |
| 168,600 | 168,600 |
| 10. | RELATED PARTY DISCLOSURES |
| Triage Services Limited (Subsidiary company) |
| There is an unlimited guarantee in favour of the bank in respect of amounts borrowed by Triage Services Limited. At the balance sheet date, the balance outstanding was £nil (2023 : £nil). |
| 11. | ULTIMATE CONTROLLING PARTY |
| The company's immediate parent undertaking is TVS SCS IFM Limited, a company incorporated in England and Wales. |
| The ultimate controlling party is TVS Supply Chain Solutions Limited, a company incorporated in Chennai, India. |