Company registration number 10447887 (England and Wales)
TRIFECTA RETAIL VENTURES LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2024
King's House
9-10 Haymarket
London
SW1Y 4BP
TRIFECTA RETAIL VENTURES LTD
CONTENTS
Page
Company information
1
Strategic report
2 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13 - 14
Statement of cash flows
15
Notes to the financial statements
16 - 31
TRIFECTA RETAIL VENTURES LTD
COMPANY INFORMATION
- 1 -
Directors
Mr Lari Hakkinen
Mr William Wolfram
Mr Marques Streich
Ms K S Yip
Secretary
Pennsec Limited
Company number
10447887
Registered office
125 Wood Street
London
EC2V 7AW
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
TRIFECTA RETAIL VENTURES LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
The directors present the strategic report for the year ended 31 March 2024.
Fair review of the business
Trifecta Retail Ventures Ltd was incorporated on 26 October 2016. The financial year from 1 April 2023 through 31 March 2024 was the seventh one in its history. The Company invests in businesses with the purpose of ultimately reselling its ownership in them. Currently the Company fully owns the companies DealDash Oyj and DealDash Inc, which run the e-commerce platform DealDash.
During the financial year, Trifecta Retail Ventures Ltd neither acquired nor divested any investments. The outlook of its investments changed relatively little, with most of the value change arising from the underlying investment companies’ balance sheets through equity valuation.
Investment performance is sensitive to fluctuations in the advertising market. The company’s investment in DealDash attained growth in revenue and EBITDA thanks to a high marketing performance during the calendar year of 2023, whereas it wasn’t able to maintain such a high trend in the final months of the financial year in Q1 of 2024.
Principal risks and uncertainties
Portfolio risk
The financial performance of Trifecta Retail Ventures Ltd depends on the success of its investments, which are not diversified, making risk and reward greater. Financial crises affect the opportunities to find buyers for the Company’s investments at an attractive price.
Market risk
The revenue earned by the e-commerce business is derived from the United States market. Within this sector, the Company's investments occupy a highly differentiated niche in gamified shopping. Their competitors offering similar services are few, but the businesses must compete for consumers' time and attention against games and more traditional shopping platforms. No assets, processes or transactions depend on countries facing warfare nor economic sanctions.
Risk in individual investments
The Company's investments experience fluctuation in business performance both within and between financial years, which adds to unpredictability. The businesses the Company invests in identify the following as their most significant risks:
Finished goods inventory: Inventory is a substantial asset on the DealDash balance sheet. It must be maintained, replenished, and sold successfully.
Reliability and security of information technology services: ln the e-commerce business, service downtime or data breaches could be costly, so the companies must take strong measures to protect from them.
Lawsuits: Operating in digital consumer business in the United States has a higher-than-average risk of potential lawsuits and could potentially result in high costs of legal defence.
Currency fluctuation: When virtually all revenue is denominated in USD, but some expenses are in other currencies such as the Euro, a weakening dollar would result in a heavier cost structure.
Financial performance and position: The effectiveness of customer acquisition investment is what makes the financial performance of the Company’s investments fluctuate the most.
TRIFECTA RETAIL VENTURES LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Development and performance
The statement of comprehensive income shows a gain of USD 6.5M, mainly due to the increase of value in financial assets as the e-commerce businesses improved during the year. Total equity is USD 66M. The businesses Trifecta Retail Ventures Ltd has invested in, have a total fair value of USD 65M at year end.
In the Company’s view, while there was relatively little change in the underlying free cash flows compared to the prediction of the prior year, DealDash’s equity value improved through increased cash and loans receivable in the underlying investments. This development led to an increased valuation of USD 65M.
Key Performance Indicators
The following key performance indicators (KPI’s) assess the performance of the Company’s investments and its own financial position:
2024 2023
Net gain/loss from financial assets and liabilities at fair value
/ Average equity 0.104 0.258
Cash
/ Cash-settled administrative expenses during the financial year 4.8 0.8
Equity
/ Liabilities excluding deferred tax liability 526.3 362.3
Post balance sheet events
Between the balance date and the date of approval the financial statements, it has been declared that the Company receive dividends from DealDash Oyj amounting to €3,826,032. The amount of the declared dividends received as at the date of the of this report is €3,408,604. During the same period the Company also paid dividends of €24.60 per share to its shareholders, amounting to €3,483,611.
After the end of the financial year, the Company committed a US$255,710 investment to a new business venture. On 4 June 2024, the Company purchased 24% of Crusade Inc.
This report was approved by the board and signed on its behalf by:
Mr William Wolfram
Director
11 July 2025
TRIFECTA RETAIL VENTURES LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
The Directors present their annual report and financial statements for the year from 1 April 2023 through 31 March 2024. The comparative period is from 1 April 2022 through 31 March 2023.
Principal activities
The principal activity of the Company continued to be that of investment into e-commerce businesses with a view to resale.
Directors
The Directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr Lari Hakkinen
Mr William Wolfram
Mr Marques Streich
Ms K S Yip
Results and dividends
The results for the year are set out on page 11.
During the year the company paid dividends of US$504,913.
Future developments
It is uncertain how much the e-commerce sector in the United States and the world will grow in 2024 and beyond, and whether the same growth rate applies to the Company’s investments.
After the end of the financial year, the Company committed a US$255,710 investment to a new business venture. On 4 June 2024, the Company purchased 24% of Crusade Inc.
The Company predicts its investments to yield solid profitability also going forward. The Directors will continue to assess the Company’s strategic objectives with a view to achieving the maximum returns when the subsidiaries are ultimately sold.
Between the balance date and the date of approval the financial statements, it has been declared that the Company receive dividends from DealDash Oyj amounting to €3,826,032. The amount of the declared dividends received as at the date of the of this report is €3,408,604. During the same period the Company also paid dividends of €24.60 per share to its shareholders, amounting to €3,483,611.
Auditor
The appointment of the auditor shall be made in a meeting of the Company’s shareholders.
TRIFECTA RETAIL VENTURES LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
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 company’s auditor 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 company’s auditor is aware of that information.
On behalf of the board
Mr William Wolfram
Director
11 July 2025
TRIFECTA RETAIL VENTURES LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
The directors are responsible for preparing the strategic report, 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). 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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.
TRIFECTA RETAIL VENTURES LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TRIFECTA RETAIL VENTURES LTD
- 7 -
Opinion on the financial statements
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 and of its profit and cash flows 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 have audited the financial statements of Trifecta Retail Ventures Ltd (“the Company”) for the year ended 31 March 2024 which comprise Statement of comprehensive income, Balance Sheet, Statement of cash flows, 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 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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.
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.
TRIFECTA RETAIL VENTURES LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TRIFECTA RETAIL VENTURES LTD
- 8 -
The Directors are responsible for the other information. The other information comprises the information included in the Directors report and financial statements, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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.
Other Companies Act 2006 reporting
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.
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 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, 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 Statement of Directors Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
TRIFECTA RETAIL VENTURES LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TRIFECTA RETAIL VENTURES LTD
- 9 -
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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it operates;
• Discussion with management and those charged with governance; and
• Obtaining an understanding of the Company’s policies and procedures regarding compliance with
laws and regulations
we considered the significant laws and regulations to be the applicable accounting framework, the Companies Act 2006, and UK tax legislation.
Our procedures in respect of the above included:
• Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
• Involvement of tax specialists in the audit; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Company’s policies and procedures relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the area most susceptible to fraud to be in relation to the valuation of the investment in DealDash OYJ.
TRIFECTA RETAIL VENTURES LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TRIFECTA RETAIL VENTURES LTD
- 10 -
Our procedures in respect of the above included:
• Assessing significant estimates made by management for bias by challenging the assumptions and judgements made;
• Including a valuations expert to assist with the challenge of the valuation of the investment; and
• Receiving audited accounts as well as up-to-date results for DealDash OYJ through-out the audit to verify the underlying trading performance of the investment.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.
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.
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.
Emma Jarvis (Senior statutory auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
11 July 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
TRIFECTA RETAIL VENTURES LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
2024
2023
as restated
Notes
US$
US$
Turnover
3
1,258,461
1,487,692
Administrative expenses
(112,114)
109,076
Operating profit
4
1,146,347
1,596,768
Interest receivable and similar income
8
55,659
Interest payable and similar expenses
9
(24,791)
Change in fair value of investments
10
6,482,622
13,952,814
Profit before taxation
7,659,837
15,549,582
Tax on profit
11
Profit for the financial year
7,659,837
15,549,582
Other comprehensive income
Currency translation loss taken to retained earnings
(331,446)
(1,241,429)
Total comprehensive income for the year
7,328,391
14,308,153
The statement has been prepared on the basis that all operations are continuing operations.
TRIFECTA RETAIL VENTURES LTD
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 12 -
2024
2023
as restated
Notes
US$
US$
US$
US$
Fixed assets
Investments
13
64,963,277
58,865,968
Current assets
Debtors
15
475,132
259,921
Cash at bank and in hand
537,983
84,832
1,013,115
344,753
Creditors: amounts falling due within one year
17
(125,119)
(162,986)
Net current assets
887,996
181,767
Total assets less current liabilities
65,851,273
59,047,735
Capital and reserves
Called up share capital
19
1,834
1,824
Share premium account
13,939,882
13,904,297
Share-based payments reserve
21
576,796
632,331
Profit and loss reserves
51,332,761
44,509,283
Total equity
65,851,273
59,047,735
The financial statements were approved by the board of directors and authorised for issue on 11 July 2025 and are signed on its behalf by:
Mr William Wolfram
Director
The notes on pages 16 to 31 form part of these financial statements
Company Registration No. 10447887
TRIFECTA RETAIL VENTURES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
Share capital
Share premium account
Treasury shares
Share based payments reserve
Profit and loss reserves
Total
Notes
US$
US$
US$
US$
US$
US$
As restated for the period ended 31 March 2023:
As previously reported
1,480
3,540,078
291
932,417
26,848,903
41,323,169
Restatement
291
-
(291)
-
-
-
Balance at 1 April 2022
1,771
13,540,078
-
932,417
26,848,903
41,323,169
Effect of reversal of deferred tax provision made in earlier years
26
-
-
7,893,356
7,893,356
Balance at 1 April 2022 (As restated)
1,771
13,540,078
932,417
34,742,259
49,216,525
Year ended 31 March 2023:
Profit (As restated)
-
-
-
-
15,549,582
15,549,582
Other comprehensive income:
Currency translation differences
-
-
-
(1,241,429)
(1,241,429)
Total comprehensive income
-
-
-
-
14,308,153
14,308,153
Issue of share capital
19
53
364,219
-
-
-
364,272
Dividends
12
-
-
-
-
(4,541,129)
(4,541,129)
Share based payments
-
-
-
(300,086)
-
(300,086)
Balance at 31 March 2023 (As restated)
1,824
13,904,297
632,331
44,509,283
59,047,735
TRIFECTA RETAIL VENTURES LTD
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Share capital
Share premium account
Treasury shares
Share based payments reserve
Profit and loss reserves
Total
Notes
US$
US$
US$
US$
US$
US$
- 14 -
Year ended 31 March 2024:
Profit
-
-
-
-
7,659,837
7,659,837
Other comprehensive income:
Currency translation differences
-
-
-
(331,446)
(331,446)
Total comprehensive income
-
-
-
-
7,328,391
7,328,391
Issue of share capital
19
10
35,585
-
-
-
35,595
Dividends
12
-
-
-
-
(504,913)
(504,913)
Share based payments
20
-
-
-
(55,535)
-
(55,535)
Balance at 31 March 2024
1,834
13,939,882
576,796
51,332,761
65,851,273
The FY22 share capital and treasury share reserves have been restated to correctly account for the shares that were issued in the year to 31 March 2023. The FY23 issue of share capital has been restated having been treated as the sale of treasury shares in the previous year. See note 19 for further details.
TRIFECTA RETAIL VENTURES LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
2024
2023
as restated
Notes
US$
US$
US$
US$
Cash flows from operating activities
Cash generated from operations
24
893,271
1,450,180
Interest paid
(24,791)
Net cash inflow from operating activities
868,480
1,450,180
Investing activities
Loans made
22
(2,958,610)
Receipts arising from loans made
22
393,606
Interest received
55,659
Net cash used in investing activities
(2,509,345)
Financing activities
Proceeds from issue of shares
19
35,595
364,272
Proceeds from borrowings
22
2,675,870
Repayment of borrowings
22
(110,866)
Dividends paid
12
(504,913)
(4,541,129)
Net cash generated from/(used in) financing activities
2,095,686
(4,176,857)
Net increase/(decrease) in cash and cash equivalents
454,821
(2,726,677)
Cash and cash equivalents at beginning of year
84,832
3,171,006
Effect of foreign exchange rates
(1,670)
(359,497)
Cash and cash equivalents at end of year
537,983
84,832
The notes on pages 16 to 31 form part of these financial statements
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
1
Accounting policies
Company information
Trifecta Retail Ventures Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 125 Wood Street, London, EC2V 7AW. The address of the registered office is given on the company information page and the nature of the company's operations and its principal activities are set out in the strategic report.
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 have been prepared under the historical cost convention, modified to include the revaluation of fixed asset investments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under paragraph 9.9b of FRS 102 not to prepare consolidated accounts. All of the parent's subsidiaries are required to be excluded from the consolidation on the basis that the interest in the subsidiaries is held exclusively with a view to subsequent resale; and the subsidiary has not previously been consolidated in the consolidated financial statements prepared in accordance with this FRS. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
Atruet the time of approving the financial statements, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Cash flow has been budgeted so that existing cash and highly certain income are sufficient to pay for costs forecast based on the prior year’s expenses, covering 12 months after the signing of these accounts. Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Income receivable for services provided to DealDash Oyj is recognised by reference to percentage of costs recharged to subsidiary. The services concern management work completed during the financial year.
Dividend income from investments is recognised when the shareholder's right to receive payment has been established.
1.4
Valuation of investments
Investments in unlisted company shares are remeasured to fair value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.
1.5
Cash at bank and in hand
Cash is represented by cash held with bank. Cash and cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.6
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 cash and cash equivalents, 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 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.
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.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
Basic financial liabilities
Basic financial liabilities, including creditors 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 creditors 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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 subsequently 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 that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.7
Employee benefits
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.
1.8
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Equity settled share based payments granted to employees & consultants of subsdiary companies are recognised in the value of investments. The value of equity settled share based payments held by subsidiary companies on acquisition are added to the fair value.
1.9
Foreign exchange
Functional and presentational currency
The financial statements are prepared in US dollars, which is the presentational currency of the company.
The functional currency is Euros.
All assets and liabilities are translated from functional currency to presentational currency at the rate ruling at the reporting date. Exchange differences arising on the translation are recognised in other comprehensive income. The exchange difference of US$329,730 in the current period was due to the translation of investments from Euro to US dollars at historical rates at time of additions and at spot rate at period end. The US dollars appreciated against Euro during the period, resulting in the significant exchange loss in other comprehensive income.
Transactions and balances
Non-Euro transactions are translated into the company’s functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the year-end translation of monetary assets and liabilities denominated in currencies other than Euro are recognised in profit or loss.
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
2
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Functional and Presentation Currency
The company is incorporated in the UK and transacts in a variety of currencies. The Directors have determined that the functional currency for the company is Euros. Separately, the Directors have elected to utilise US Dollars as the presentation currency for the company for consistency with the businesses within which it holds its investments. The investment value is derived from the US market, and presenting the value in USD makes it easier to assess changes in value. When the impact of the USD’s exchange rate fluctuations is minimised by the presentation currency, business performance is easier to assess.
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.
Investments
Fixed asset investments are carried at fair value using a discounted cash flow model on the basis that there is no active market for the company's investments or readily ascertainable market value. Information about the model and inputs used in determining the fair value of fixed asset investments are disclosed in Note 13 to the financial statements. The key inputs are turnover derived from the predicted behaviour of customer cohorts and the cost base leading to a forecast of free cash flows, as well as the discount rate for the free cash flows.
The future cash flows are sensitive to the inherent uncertainty of the businesses. There is a substantial risk of fluctuation in customer demand and the advertising market. Other risks could also potentially lower their value: New competitors continue to emerge in the e-commerce market, and market regulation could change materially. Further operational and financial risks within the investments are disclosed in the strategic report. If the risks materialised to a significant extent, they would lower the fair value of the investments. A company-specific risk premium is included as a part of the discount rate used in the discounted cash flow model to reflect risks that concern the investments.
The analysis of the fair value of investments in an equity valuation, where adjustments are made for net debt within the evaluated companies. A change in the estimated net debt would impact the fair value of the investments.
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
3
Turnover
An analysis of the company's turnover is as follows:
2024
2023
US$
US$
Turnover analysed by class of business
Income from services provided to subsidiaries
58,623
62,190
Dividends received from subsidiaries
1,199,838
1,425,504
1,258,461
1,487,692
Analysis per statutory database
1,258,461
1,487,694
Statutory database analysis does not agree to the trial balance by:
-
2
4
Operating profit
2024
2023
Operating profit for the year is stated after (crediting):
US$
US$
Exchange gains
(42,972)
(274,763)
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
US$
US$
For audit services
Audit of the financial statements of the company
44,062
48,399
6
Employees and directors
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
4
4
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
6
Employees and directors
(Continued)
- 22 -
Their aggregate remuneration comprised:
2024
2023
US$
US$
Wages and salaries
73,248
74,490
3 of the Directors had neither payroll payments nor employment contracts with the Company.
7
Directors' remuneration
2024
2023
US$
US$
Remuneration for qualifying services
73,248
73,682
8
Interest receivable and similar income
2024
2023
US$
US$
Interest income
Interest receivable from related parties
55,659
2024
2023
Investment income includes the following:
US$
US$
Interest on financial assets not measured at fair value through profit or loss
55,659
9
Interest payable and similar expenses
2024
2023
US$
US$
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
24,791
10
Change in fair value of investments
2024
2023
US$
US$
Change in value of financial assets held at fair value through profit or loss
6,482,622
13,952,814
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
11
Taxation
2024
2023
US$
US$
as restated
UK corporation tax for the current period
Total current tax
-
-
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
US$
US$
as restated
Profit before taxation
7,659,837
15,549,582
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
1,914,959
3,887,396
Dividend income
(299,960)
(356,376)
Losses utilised on which no deferred tax asset has been recognised
(42,816)
Losses incurred on which no deferred tax asset has been recognised
5,656
Non taxable income
(1,620,655)
(3,488,204)
Taxation charge for the year
-
-
The Company has losses of £636,932 that are available indefinitely for offset against future profits. Deferred tax assets have not been recognised in respect of these losses as there is uncertainty over the recoverability.
12
Dividends
2024
2023
US$
US$
Interim paid
504,913
4,541,129
13
Fixed asset investments
2024
2023
Notes
US$
US$
Investments in subsidiaries
14
64,963,277
58,865,968
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
13
Fixed asset investments
(Continued)
- 24 -
Investment in subsidiaries
Shares in group undertakings
US$
Cost or Valuation
At 1 April 2023
58,865,968
Valuation changes
6,482,622
Foreign exchange differences
(333,359)
Capital contribution from share based payments
(51,954)
At 31 March 2024
64,963,277
Carrying amount
At 31 March 2024
64,963,277
At 31 March 2023
58,865,968
Investments represent shareholdings in DealDash Oyj and its subsidiaries measured at fair value. The valuation changes during the period as adjusted at closing foreign exchange rate, consist of a decrease of $51,954 relating to share-based payment payments granted to employees of the subsidiaries (note 20), a fair value increase of $6,482,622 and a foreign exchange loss of $333,359 on translation from the functional currency (Euros) to the reporting currency (US Dollars).
Fixed asset investments revalued
The fair value of investments, $64,963,277 as at 31 March 2024, has been determined based on a value in use calculation using the discounted cash flow model. Key inputs and assumptions used in the valuation include discount rates of 17% (previous year: 17%), compound annual growth rates of revenue over the next 5 years of -0.04% (previous year: 2.5%), a terminal growth rate of 2% (previous year: 2%), and a total net cash and loan receivable addition of $17,203,180. If the discount rate were to increase/(decrease) by 2%, the fair value would decrease by $5,501,091 (increase by $7,208,022). A 1% increase/(decrease) in the terminal growth rate for subsequent years would result in an increase of $2,462,244 (a decrease of $2,154,463) in the fair value. A 10% increase/(decrease) in earnings before interest and tax (“EBIT”) for the next 5 years would result in an increase/(decrease) in fair value of $4,857,741 a decrease of $(4,857,741).
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 25 -
14
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Registered
Nature of business and audit status
Class of
% Held
office key
shares held
Direct
Indirect
DealDash Inc
1
E-commerce (Unaudited)
Ordinary
0
100.00
Statstrike Oy
2
Provision of internal
development and customer
support services (Audited)
Ordinary
0
100.00
Voysey Brands Oy
3
Management of consumer
brands (Audited)
Ordinary
0
100.00
DealDash Oyj
2
E-commerce (Audited)
Ordinary
100.00
0
Registered Office addresses:
1
11670 Fountains Drive, Suite 200, Maple Grove, MN 55369, USA
2
Siltasaarenkatu 18 B, 00530 Helsinki, Finland
3
Ruoholahdenkatu 14, 00180 Helsinki, Finland
15
Debtors
2024
2023
Amounts falling due within one year:
US$
US$
Trade debtors
64,892
Amounts owed by related parties
20,510
188,862
Other debtors
448,718
-
VAT debtor
1,489
1,562
Prepayments and accrued income
4,415
4,605
475,132
259,921
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
16
Financial instruments
Included in the amounts shown as Other receivables and Creditors (notes 15 and 17 respectively) are financial assets and financial liabilities, the classification of which are further analysed below:
US$
US$
Carrying amount of financial assets
Debt instruments measured at amortised cost
469,228
253,754
Carrying amount of financial liabilities
Measured at amortised cost
125,119
162,986
17
Creditors: amounts falling due within one year
2024
2023
US$
US$
Trade creditors
10,017
8,455
Other creditors
51,593
51,683
Accruals
63,509
102,848
125,119
162,986
18
Share-based payment transactions
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
US$
US$
Outstanding at 1 April
4,810
9,735
Exercised
38.29
79.41
Expired
Outstanding at 31 March
3,645
4,810
Exercisable at 31 March
3,619
4,685
The options outstanding at 31 March 2024 had an exercise price ranging from US$35.51 to US$75.61, and a weighted average contractual life of 5 years.
Of the total number of options outstanding at the end of the year 3,619 (2023 - 4,685) had vested and were exercisable at the end of the year.
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
18
Share-based payment transactions
(Continued)
- 27 -
The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).
The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
During the Period, the company recognised share-based payment charges of US$nil (2023 - US$nil) on options granted during the period which related to equity settled share based payment transactions. The options were granted to employees and directors of subsidiaries and therefore added to investments as a capital contribution.
Inputs were as follows:
2024
2023
Weighted average share price
US$
194.23
194.23
Weighted average exercise price
US$
79.92
79.72
Expected volatility
46%
46%
Expected life (years)
5.00
5.00
Risk free rate
2%
2%
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 28 -
19
Share capital
2024
2023
US$
US$
Ordinary share capital
Issued and fully paid
174,602 (2023 - 173,672) Ordinary shares of €0.01 each
1,834
1,824
1,834
1,824
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; They do not confer any rights of redemption.
During the year 930 Ordinary shares with a par value of €0.01 each, were issued by the company for a total consideration of US$35,595 in connection with the exercise of share options.
Included in ordinary share capital above are 29,954 (2023 - 26,200) shares held by the company as treasury shares.
The following corrections were made in relation to shares issued in the previous year:
An allotment of 5.885 new shares with a nominal value of US$64, were incorrectly treated as a sale of treasury shares. The number of shares issued was also over overstated by 1,050.
The SOCIE for the year ended 31 March 2023 was restated to show the issue of 4,835 shares with a nominal value of US$53.
20
Share based payments reserve
The share based payments reserve of US$576,796 (2023 - US$632,331) relates to equity settled share based payment transactions.
The decrease of US$55,535 consists of a decrease in value of share-based payments granted to employees of the subsidiaries of US$51,954, and a foreign exchange difference of US$3,581 on translation from the functional currency (Euros) to the presentational currency (US dollars). The exchange difference on translation is included in other comprehensive income.
21
Events after the reporting date
Between the balance date and the date of approval the financial statements, it has been declared that the Company received dividends from DealDash Oyj amounting to €3,826,032. The amount of the declared dividends received as at the date of the of this report is €3,408,604. During the same period the Company also paid dividends of €24.60 per share to its shareholders, amounting to €3,483,611.
After the end of the financial year, the Company committed a US$255,710 investment to a new business venture. On 4 June 2024, the Company purchased 24% of Crusade Inc.
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 29 -
22
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2024
2023
US$
US$
Aggregate compensation
73,248
73,682
During the year US$58,623 (2023 - US$62,190) was recharged to DealDash Oyj for services provided by the managing director.
During the year the company entered into the following transactions with related parties:
The company loaned US$2,958,610 to Galton Voysey. $393,606 was repaid leaving a balance of US$2,565,004. Galton Voysey is a company under common control. Interest of US$55,659 was received from Galton Voysey at a rate of 5.5% in respect of the loan.
The company borrowed US$2,675,870 from DeaDash Oyj and repaid US$110,866 leaving a balance of US$2,565,004. Dealdash Oyj is a 100% subsidary of Trifecta Retail Ventures Limited. Interest of US$24,791 was paid to Dealdash Oyj at a rate of 4% in respect of the loan.
Towards the end of the financial year, DeaDash Oyj and Galton Voysey agreed to set off the outstanding balances on the above loans. The loans were therefore settled without the need for a cash payment. This allowed the companies involved to clear the loan balances before the end of the financial year.
During the year Trifecta Retail Ventures Limited also received dividends of US$1,199,838 from Dealdash Oyj.
23
Ultimate controlling party
The ultimate controlling party of Trifecta Retail Ventures Limited is William Wolfram.
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
24
Cash generated from operations
2024
2023
US$
US$
as restated
Profit for the year after tax
7,659,837
15,549,582
Adjustments for:
Finance costs
24,791
Investment income
(55,659)
Change in fair value of investments
(6,482,622)
(13,952,814)
Movements in working capital:
Increase in debtors
(215,209)
(257,196)
(Decrease)/increase in creditors
(37,867)
110,608
Cash generated from operations
893,271
1,450,180
25
Analysis of changes in net funds
1 April 2023
Cash flows
Exchange rate movements
31 March 2024
US$
US$
US$
US$
Cash at bank and in hand
84,832
454,821
(1,670)
537,983
26
Prior period adjustment
The comparative period of the financial statement has been restated to correct for an error in the deferred tax liability.
In the prior periods, a deferred tax liability was recognised to account for a tax liability on the future sale of investments. However, it is expected that a future sale of the shares in the investments will qualify for the substantial shareholding exemption and be sold without a tax on the profit. This was also the case in the prior periods ended 31 March 2023 and 31 March 2022. Therefore, a prior period adjustment has been made to remove this deferred tax liability.
The prior year adjustment impacts the opening balance sheet for the comparative period which begins on 1 April 2022. The detailed impact of this prior year adjustment is set out below:
TRIFECTA RETAIL VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
26
Prior period adjustment
(Continued)
- 31 -
Statement of changes in equity
1 April
31 March
2022
2023
US$
US$
Total Equity as previously reported
41,323,169
47,666,186
Prior year adjustment - Deferred tax
7,893,356
11,381,560
Prior year adjustment - Share issues - see Note 19
-
(11)
Total equity as adjusted
49,216,525
59,047,735
Analysis of the effect upon equity
Profit and loss reserves
7,893,356
11,381,560
Statement of Comprehensive income
2023
US$
Profit - as previously reported
12,061,378
Prior year adjustment - Deferred tax
3,488,204
Profit - as restated
15,549,582
Balance sheet
2023
US$
Deferred tax - as previously reported
(11,381,560)
Prior year adjustment - Deferred tax
11,381,560
Deferred tax liability - as restated
-
Net assets as previously reported
2023
US$
Net assets - as previously reported
47,666,186
Prior year adjustment - Deferred tax
11,381,560
Prior year adjustment - Share issues - see Note 19
(11)
Net assets - as restated
59,047,735
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