TLC OPCO Limited
A company registered in England and Wales no. 15271798
Annual report and financial statements
31 December 2024
TLC OPCO Limited
Director's report and financial statements
31 December 2024
Contents
Director's report
3
Statement of director's responsibilities
4
Independent Auditor's report
5 - 7
Profit and loss account
8
Balance sheet
9
Notes to the accounts
10 - 13
Company number:
1521798
Director:
Alexander Russell
Secretary:
Georgina Holtby
Principal Address:
Trustees of the London Clinic Limited
20 Devonshire Place
London W1G 6BW
Auditor:
RSM UK Audit LLP
25 Farringdon Street
London
EC4A 4AB
1
TLC OPCO Limited
Director's report and financial statements
31 December 2024
Director's Report
The director presents the annual report and financial statements for the period from incorporation on 8 November 2023 to 31 December 2024.
Principal activities and financial results
The principal activity of the company is that of Holding Company providing management services to the Ophthalmology joint venture.
After making enquiries, the director has a reasonable expectation that the company is able to continue in operational existence for the foreseeable future. The director is adopting the going concern basis in preparing the director's report and annual accounts.
This director's report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemptions including the exemption from preparing a strategic report.
Future developments
The director does not envisage any significant change in the activities of the company.
Director and director's interests
The director, who held office during the period, and since the period end, was:
Alexander Russell
Management liability insurance on industry standard terms is provided for the director as part of the parent company's policy.
The director does not have any disclosable interest in the shares of the Company or any other UK group company.
The director at the date of approval of this report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware; and
the director has taken all the steps that they ought to have taken as a director in order to make them self aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of paragraph 3 section 418 of the Companies Act 2006.
Auditor
RSM UK Audit LLP were appointed auditors to the company in the period.
For and on behalf of the Board by:
Alexander Russell
2
TLC OPCO Limited
Director's report and financial statements
31 December 2024
Director
Date: 06 August 2025
3
TLC OPCO Limited
Director's report and financial statements
31 December 2024
Statement of Director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.  Under company law the director 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 surplus or deficit of the company for that period. In preparing these financial statements, the director is required to:
select suitable accounting policies and then apply them consistently;
make judgments and 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 director is 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.
4
TLC OPCO Limited
Director's report and financial statements
31 December 2024
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OFTLC OPCO LIMITED
Opinion
We have audited the financial statements of TLC OPCO Limited (the ‘company') for the period ended 31 December 2024 which comprise Profit and Loss Account, Balance Sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
  • *
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the period then ended;
  • *
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
  • *
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 director's 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 director with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
5
TLC OPCO Limited
Director's report and financial statements
31 December 2024
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 director's report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the director's report has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the director's 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies exemption from the requirement to prepare a strategic report or in preparing the director's report.
Responsibilities of director
As explained more fully in the director's responsibilities statement set out on page 4 the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which the audit was considered capable of detecting irregularities, including fraud
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TLC OPCO Limited
Director's report and financial statements
31 December 2024
Irregularities are instances of non-compliance with laws and regulations.  The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
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TLC OPCO Limited
Director's report and financial statements
31 December 2024
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.
The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud.  Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities This description forms part of our auditor's report.
Use of our report
This report is made solely to the 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.
NICHOLAS SLADDEN (Senior Statutory Auditor)
For and on behalf of RSM UK AUDIT LLP, Statutory Auditor
Chartered Accountants
25 Farringdon Street
London, EC4A 4AB
07 August 2025
8
TLC OPCO Limited
Director's report and financial statements
31 December 2024
  Profit and loss account
For the 13-month period ended 31 December 2024
Note
2024      Total
£000
Administrative Expenses
(447)
Profit on recognition of Goodwill
3,400
Operating Profit
2,953
Share of profit of Joint Venture
1,384
Profit on Ordinary activities before taxation
4,337
Taxation
5
(46)
Profits on ordinary activities after taxation
4,291
The notes on pages 10 to 13 form part of these financial statements.
There are no other reported gains and losses in the period hence no statement of comprehensive income has been prepared.
9
TLC OPCO Limited
Director's report and financial statements
31 December 2024
Balance Sheet
As at 31 December 2024
Note
2024
2024
£000
£000
Non-Current Assets
Investments
3
-
Current assets
Debtors:
Amounts falling due within one year
6
1,384
Cash and cash equivalents
-
1,384
Creditors: amounts falling due within one year
7
(493)
Net current assets
891
Total assets less current liabilities
891
Creditors: amounts falling due after one year
-
NET ASSETS
891
Equity
Called Up Share Capital
8
                          -
Profit and Loss Account
8
891
Total Shareholder's Funds
891
The notes on pages 10 to 13 form part of these financial statements.
These annual accounts and director's report have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
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TLC OPCO Limited
Director's report and financial statements
31 December 2024
The financial statements of TLC OPCO Limited, registered number 1521798 were approved by the director and authorised for issue on
06 August 2025
06 August 2025
and were signed on its behalf by:
Alexander Russell
Director
Date: 06 August 2025
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TLC OPCO Limited
Director's report and financial statements
31 December 2024
Notes
(forming part of the financial statements)
1
Accounting policies
The following accounting policies are considered material in relation to the company's financial statements.
Basis of preparation
TLC OPCO Limited is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is shown on page 2. The principal activities of the Company has been set out in the Director's report on page 3.
The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council.
The financial statements are presented in Pound Sterling, which is also the functional currency of the company. The amounts are presented to the nearest £1000.
The accounts are prepared from incorporation of the business on 08 November 2023, the business started trading on 1 December 2023 and the accounting period ended on 31 December 2023
Going concern
The director has assessed the company and notes that it will be able to continue to operate for the 12 months from the signing date.
The company holds an investment in a joint venture which has declared its profit share for the period. Management expects future profit distributions from the joint venture to continue, and considers the going concern basis appropriate.
Related party transactions
As the company is a wholly owned subsidiary of Trustees of the London Clinic Limited, the company has taken advantage of the exemption contained in FRS 102 and has therefore not disclosed transactions or balances with related parties.
Taxation
The tax expense represents tax currently payable.
Current Tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with bank, other short-term liquid investments with original maturities of three months or less.
Financial Instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments' and Section 12 ‘Other financial Instruments' of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes a party to the contractual provisions of the instrument.
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TLC OPCO Limited
Director's report and financial statements
31 December 2024
Financial assets and liabilities are offset, with the net amount 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 assets and settle the liability simultaneously.
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TLC OPCO Limited
Director's report and financial statements
31 December 2024
Notes (continued)
Basic Financial Liabilities
Basic financial liabilities, including creditors, bank loans, and loans from other group companies, are initially recognised at transaction price, where the transaction is measured at the present value of the future liabilities discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligation 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 the payment is due within one year or less. If not, they are presented as non-current liabilities, Trade creditors are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method.
Cash flow
The financial statements do not include a cash flow statement. The Financial Reporting Standard FRS 102, Section 1A, exempts smaller companies from the requirement to prepare such a statement.
Distributions
Taxable profits transferred to the parent entity, a registered charity, are recognized as distributions from shareholders' funds when the company has made an irrevocable commitment to the parent to pay the taxable profits.
2
Judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, the director is 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 was revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both the current and the future periods.
3         Director and employees
No director received any remuneration from the company in the financial period ended 31 December 2024. Apart from the director, there were no other employees of the company.
4
Investment in joint Venture
£000
Cost and Net Book Value
At 08/11/2023
-
At 31/12/2024
-
Details of the Company's investments on 31 December 2024 are as follows:
Country of Incorporation
Ownership
Registered Number
Principal Activity
TLC Ophthalmology LLP
England and Wales
57.50%
OC449926
Ophthalmology Services
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TLC OPCO Limited
Director's report and financial statements
31 December 2024
Notes (continued)
5         Taxation
2024
£000
UK Corporation Tax on profit for the current period
46
Total current tax
46
Tax on Profit
46
6
Debtors
2024
£000
Amounts due from TLC Ophthalmology LLP
1,384
Other debtors
-
1,384
7
Creditors: amounts falling due within one year
2024
£000
Amounts Due to parent undertaking
  447
Corporation Tax Payable
46
493
8
Called up share capital
2024
£000
Allotted, called up and fully paid:
1 ordinary share of £1 each
-
Combined reserve movements and reconciliation of movement in shareholder's funds.
Share
Capital
£000
Profit
and loss
£000
Total
Shareholder's
Funds
£000
Issued on 08 November 2023
-
-
-
Profit for the period
-
4,291
4,291
Gift aid Paid to Parent Company
-
(3,400)
(3,400)
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TLC OPCO Limited
Director's report and financial statements
31 December 2024
At 31 December 2024
-
891
891
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TLC OPCO Limited
Director's report and financial statements
31 December 2024
Notes (continued)
9         Contingent Liability
In the Members agreement between TLC Ophthalmology LLP and its members TLC OPCO Limited has entered into a buyback guarantee. This guarantee is triggered only if a number of specific circumstances occur. The earliest this can be triggered by a member of TLC Ophthalmology LLP is after year 6 of membership. At the balance sheet date, the Director considers that any such liability occurring is remote and therefore no provision is included in these financial statements.
10
Ultimate parent company and parent undertaking of larger group of which the company is a member
The company is an immediate subsidiary undertaking of Trustees of the London Clinic Limited, a company registered in England and Wales and a registered charity. The largest and the smallest group in which the results of the company are consolidated is that headed by Trustees of the London Clinic Limited.
The consolidated financial statements of the group are available to the public and may be obtained from the Company Secretary, Trustees of the London Clinic Limited, 20 Devonshire Place, London, W1G 6BW.
17
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