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Registered number: 09927246
TANCASTELL FINANCE LIMITED
(formerly Walstead Finance Limited)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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TANCASTELL FINANCE LIMITED
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COMPANY INFORMATION
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TANCASTELL FINANCE LIMITED
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CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report to the Members of Tancastell Finance Limited
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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TANCASTELL FINANCE LIMITED
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present the Strategic Report of Tancastell Finance Limited, formerly Walstead Finance Limited (“the Company”) for the year ended 31 December 2024.
Until 30 June 2025, Tancastell Finance Limited was a subsidiary of Walstead Holdings Limited ("the Group"). From 30 June 2025, Tancastell Finance Limited is a subsidiary of Tancastell Holdings Limited.
Principal activity and business review
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The principal activity of the Company during the year ended 31 December 2024 continued to be that of providing treasury facilities to Walstead Holdings Limited and its fellow subsidiaries. On 30 June 2025, 100% of the share capital of the Company was purchased by Tancastell Holdings Limited. From this date, the Company is no longer a part of the Walstead Group. Following this transaction, the Directors do not consider that preparing the financial statements on a going concern basis to remain appropriate. The effect of this is disclosed in note 2.4.
The loss before taxation of the Company for the year ended 31 December 2024 was £8,259,000 (2023: £7,401,000).
The Company's financial position at 31 December 2024 is set out in the Balance Sheet on page 13.
Key performance indicators
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The Group manages and reports on its operations on a divisional basis. For this reason, the Company's Directors believe that further key performance indicators (KPIs) for the Company are not necessary or appropriate for an understanding of the development, performance or position of the business.
Information regarding Group performance and relevant information for the year as well as KPIs is contained within the consolidated financial statements of the parent company, Walstead Holdings Limited.
Principal risks and uncertainties
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The Company’s principal risk relates to the loans granted to Walstead Group companies. For these loans to be repaid the Group must trade profitably and generate cash. Risks associated with the Group’s performance therefore have potential to impact on the Company’s ability to pay its liabilities.
Competitive pressure is a risk for the Group, which could result in it losing sales to its key competitors. The Group manages this risk by ensuring the quality of its products, by providing added value services to its customers, having fast response times not only in supplying products but in handling all customer queries and by maintaining strong relationships with customers. The Group’s strategy is to focus on markets with greatest longevity and where competition is relatively weak.
Another pandemic could result in disruption to operational sites and / or customers / suppliers. The Group has developed policies and procedures to allow safe working in the plants and minimise the risk of spreading disease. Whilst there have been some permanent changes to business practice, additional procedures will be re-instated as needed to minimise the interruption to operations.
The Group places reliance on its key suppliers, and there is a potential risk that a supply disruption could impact customer satisfaction as an inability to print to schedule, leading to loss of revenue. The Group has processes in place to manage and monitor exposure to significant counterparties centrally and within the manufacturing sites; where we are exposed regarding specialised products, supplier and customer communication is at the heart of the process to ensure delivery is maintained. For all key purchases there are relationships with alternative suppliers should there be a failure amongst any of the main suppliers.
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TANCASTELL FINANCE LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties (continued)
The Group places reliance on its key employees, with inherent risk that the resignation of key employees and the inability to recruit people with the right expertise and skills could adversely affect the Group's results. Training programmes and succession planning reduce this risk so that we have continuity. Incentive programmes also assist in retaining staff.
Inability to obtain finance to fund business needs could result in a shortage of cash to enable the Group to pay its debts as they fall due. The Group has obtained the financing from a diversified range of sources and includes both secured and unsecured facilities. The availability of assets to provide security to lenders provides options for the Group to obtain financing at optimal rates.
An increase in interest rates would increase the Group’s debt service requirements. In response a substantial proportion of the group’s facilities have a fixed rate of interest minimising the impact on debt service if interest rates increase.
During the year, the Company contributed to the Group treasury function. The principal financial risks are discussed in the parent company, Walstead Holdings Limited, consolidated Annual Report.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
As disclosed in note 2.4, the Directors do not consider it appropriate to consider the Company a going concern. This is primarily due to the net liability position of the Company and as a result of the post year end restructuring which saw the Company realise its investment in Walstead Group Limited.
Corporate and social responsibility
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The Group recognises the importance of understanding and controlling environmental impacts where possible. We aim to ensure paper is sourced from sustainably and environmentally managed forests, and production waste materials are effectively recycled. Printing processes aim to be as efficient as reasonably possible to minimise emission and other environmental impacts.
The Group is committed to working closely, and in a sustainable manner, with our suppliers and business partners. The Group considers its broader role within the community and looks for opportunities to play a larger part in those communities.
The Group supports the principles laid out in the Universal Declaration of Human Rights; the major human rights impacts relate to colleagues, contractors, suppliers and products.
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TANCASTELL FINANCE LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company
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This statement, which forms part of the Strategic Report, is intended to show how the Directors have approached and met their responsibilities under Section 172(1) (a) to (f) of the Companies Act 2006 (“Section 172(1)”) during the period under review. As required by Section 172(1), the Directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, having regard to its stakeholders and the matters set out in Section 172(1). In doing this, the Directors must have regard amongst other matters, to;
a) The likely consequences of any decision in the long term;
b) The interests of the Group’s employees;
c) The need to foster the Group’s business relationships with suppliers, customers and others;
d) The impact of the Group’s operations on the community and the environment;
e) The desirability of the Group maintaining a reputation for high standards of business conduct; and
f) The need to act fairly between members of the Group.
Directors' statement of compliance with duty to promote the success of the Company (continued)
The Board receives suitable training and briefings on Directors’ duties and updates in relation to corporate governance developments and stakeholder engagement. New Directors appointed to the Board receive tailored, individual briefings on their duties and obligations as part of their induction.
The following paragraphs, together with the Corporate and Social Responsibilities, as shown in the Strategic Report, summarise how the Directors fulfil their duties:
(a) The likely consequences of any decision in the long term;
The Board recognises that decisions taken today will affect the long-term success and sustainability of the Group.
The Board receives regular reports from across the business on performance, financial position, and the implementation of strategy, as well as updates on the market, relationships with customers, suppliers and other external influences. These factors feed into discussions on strategy and setting priorities to ensure that the potential impact of decisions, particularly on the long term, are understood and considered.
The Board understands the potential impacts of the decisions it makes for its stakeholders, the environment and the communities in which the Group operates.
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TANCASTELL FINANCE LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company (continued)
(b) The interests of the Group’s employees;
The Board recognise that the Group’s employees are fundamental to the success of the business and the delivery of its strategic ambitions. The business depends on attracting, retaining, developing and motivating talented employees.
The Board regularly consider and assess the implications of relevant decisions on employees and the wider workforce.
The Group aims to be a fair and responsible employer in its approach to the pay and benefits its employees receive. The Group operates a training programme for its employees and provides incentives linked to the results that are designed to retain key personnel.
The health, safety and well-being of the Group’s employees is of paramount importance to the way the business operates. Each employee is provided with a comprehensive handbook on Safety in the Workplace as part of an induction programme. The Group has established a clearly defined policy of Health and Safety which meets all the requirements set out in the Health and Safety at Work Act 1974 or the relevant standards applicable to the country of operation.
The Board places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. Employees are encouraged to participate and be involved in matters that affect their interests as employees.
(c) The need to foster the Group’s business relationships with suppliers, customers and others;
The Board recognises the importance of key stakeholders in the long-term success of the Group, reflected in the focus on effective engagement and building mutually beneficial relationships with suppliers, customers and other business partners.
The Group engage regularly with these stakeholders, with interactions led by the day-to-day management team and with Board-level involvement where appropriate. The Board receive feedback on a variety of topics that indicate how these stakeholders have been engaged and uses this to continuously review its approach. The Group utilise multi-year contracts with both customers and suppliers to provide certainty to both parties and enable a longer-term strategic development of these relationships.
The Group acting as an intermediary between stakeholders works with suppliers to develop products that meet the needs of the customers. Similarly, it proactively promotes new, innovative solutions that have been developed and tested by the Group and its suppliers. This creates an environment for continuous improvement providing improved quality, process efficiencies and reducing the environmental footprint of a product, ultimately benefiting all stakeholders.
The Group continually assesses the priorities related to customers, suppliers and those with whom it does business, with the Board engaging with the business and management team on these topics.
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TANCASTELL FINANCE LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company (continued)
(d) The impact of the Group’s operations on the community and the environment;
The Board are committed to driving down energy and carbon impacts and recognise that its business activities interact with the environment in a variety of ways. The Board receive information on relevant topics to help them make decisions.
The Group is committed to working closely, and in a sustainable manner, with key stakeholders. The Group considers its broader role within the community and looks for opportunities where it can play a larger role in these communities.
The Board recognise the importance of understanding and controlling environmental impacts wherever possible. The Group aim to ensure paper is sourced from sustainable and environmentally managed forests, and that production waste materials are effectively recycled. The Group’s printing processes aim to be as efficiency as reasonably possible to minimise emission and other environmental impacts.
More information can be found in the ‘Environmental, social and governance reporting’.
(e) The desirability of the Group maintaining a reputation for high standards of business conduct;
The Board is responsible for setting and monitoring the culture, values and reputation of the Group. Maintaining a reputation for high standards of business conduct is an essential part of this responsibility.
The Board periodically reviews and approves clear frameworks, such as the Group’s Code of Conduct and Integrity Principles, to ensure that high standards are maintained in the business and in the Group’s business relationships. The Code of Conduct sets out the principles of how the Board expect everyone who works with or represents the Group to behave and do business, with the Board leading by example.
The Board of Directors aim to behave responsibly and ensure that management operates the business in a responsible manner, operating within the expected high standards of business conduct and good governance and in doing so contribute to the delivery of the Group’s strategy and plans.
(f) The need to act fairly between members of the Group
After weighing up all relevant factors, the Board consider which course of action best enables delivery of the Group’s strategy and long-term interests, taking into consideration the effect on stakeholders. In doing so, the Board act fairly between the Group’s members but are not required to balance the Group’s interests with those of other stakeholders. This can sometimes mean that certain stakeholder interests may not be fully aligned.
As a result of these activities, the Directors believe they have demonstrated compliance with their legal duty under Section 172(1) (a) to (f) of the Companies Act 2006.
This report was approved by the Board on and signed on its behalf by:
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O Jones
Director
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TANCASTELL FINANCE LIMITED
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The Directors who served during the year ended 31 December 2024 and up to the date of signing were:
P Utting (resigned 25 September 2025)
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N Johnson (resigned 3 September 2024)
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B G Murray (appointed 3 September 2024, resigned 25 September 2025)
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I Southerland (appointed 5 August 2024, resigned 25 September 2025)
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B Slatter (appointed 25 September 2025)
The Directors have not recommended a dividend during the year ended 31 December 2024 (2023: £nil).
The Company made no political donations or incurred any political expenditure during the year ended 31 December 2024 (2023: £nil).
The Company has made qualifying third-party indemnity provisions for the benefit of its Directors which remain in force at the date of this report.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
Matters covered in the Strategic Report
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In accordance with Section 414c (ii) of the Companies Act 2006, the Directors have chosen to include the following items in the Strategic Report:
∙Principal activity and business review
∙Principal risks and uncertainties
∙Future developments
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TANCASTELL FINANCE LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Post balance sheet events
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On 30 June 2025, the Company entered into the following transactions:
∙Disposals to parent: Tancastell Finance Limited (“TFL”) sold to its parent company, Walstead Holdings Limited (“WHL”):
i)100% of the shares in Walstead Group Limited (“WGL”) for consideration of £16.6 million; and
ii)a loan receivable due from WGL of £14.5 million, for consideration of the same amount.
∙Change of ownership: On the same date, WHL sold 100% of the shares in TFL to Tancastell Holdings Limited (“THL”) for consideration of £1. THL is controlled by Rutland Partners LLP. As a result, TFL ceased to be a member of the Walstead Group with effect from 30 June 2025.
These events occurred after the reporting date and are therefore classified as non-adjusting events. Accordingly, no adjustments have been made to the 2024 financial statements.
The transactions represent the disposal of TFL’s principal subsidiary investment (WGL) and associated loan receivable, followed by a change in the Company’s ownership. At the date of disposal, TFL had net liabilities of approximately £56.5 million.
The transactions with WHL constituted related party transactions by virtue of WHL being the parent undertaking at the time. The subsequent disposal to THL, an entity controlled by Rutland Partners LLP, also involved parties related to the Group at the date of the transaction.
Disclosure of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed 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 ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This report was approved by the Board and signed on its behalf by:
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O Jones
Director
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TANCASTELL FINANCE LIMITED
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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 for the Company's financial statements 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. As explained in note 2.4, the Directors do not believe it is appropriate to prepare these financial statements on a going concern basis.
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 such internal control as they determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard assets of the Company and to prevent and detect fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TANCASTELL FINANCE LIMITED
We have audited the financial statements of Tancastell Finance Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and related notes, including the accounting policies in note 2.
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 loss for the year then ended;
∙have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Emphasis of matter - non-going concern basis of preparation
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We draw attention to the disclosure made in note 2.4 to the financial statements which explains that the financial statements are now not prepared on the going concern basis for the reasons set out in the note. Our opinion is not modified in respect of this matter.
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included enquiring of directors and inspection of policy documentation as to the Walstead Finance Limited’s policies and procedures to prevent and detect fraud that apply to this group company as well as enquiring whether the directors have knowledge of any actual, suspected or alleged fraud.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because there are no revenue transactions. We did not identify any additional fraud risks.
We performed procedures including agreeing a sample of accounting entries in the period to supporting documentation.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TANCASTELL FINANCE LIMITED (CONTINUED)
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Identifying and responding to risks of material misstatement related to compliance with laws and regulations
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
The Strategic Report and the Directors' Report
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The Directors are responsible for the Strategic Report and the Directors’ Report. Our opinion on the financial statements does not cover that report and we do not express an audit opinion thereon.
Our responsibility is to read the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
∙we have not identified material misstatements in the Strategic Report or the Directors’ Report;
∙in our opinion the information given in that report for the financial year is consistent with the financial statements; and
∙in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
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Under the Companies Act 2006, we are required 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.
We have nothing to report in these respects.
Directors’ responsibilities
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As explained more fully in the Directors' Responsibilities Statement set out on page 8, the Directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TANCASTELL FINANCE LIMITED (CONTINUED)
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Auditor’s responsibilities
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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 our opinion in an Auditor’s Report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
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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.
Michael Scrivener (Senior Statutory Auditor)
for and on behalf of
KPMG LLP, Statutory Auditor
20 Station Road
Cambridge
CB1 2JD
30 September 2025
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TANCASTELL FINANCE LIMITED
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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All activities derive from continuing activities.
There was no other comprehensive income for the year ended 31 December 2024 (2023: £nil).
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The notes on pages 15 to 26 form part of these financial statements.
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TANCASTELL FINANCE LIMITED
REGISTERED NUMBER:09927246
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BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
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O Jones
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The notes on pages 15 to 26 form part of these financial statements.
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TANCASTELL FINANCE LIMITED
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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The notes on pages 15 to 26 form part of these financial statements.
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Tancastell Finance Limited is a company incorporated, domiciled and registered in the UK under the Companies Act. The Company is a private company limited by shares and is registered in England and Wales with registration number 09927246. The address of the Company’s registered office is 18 Westside Centre, London Road, Colchester, Essex, England, CO3 8PH.
The Company, formerly Walstead Finance Limited, changed its registered company name to Tancastell Finance Limited on 1 July 2025.
The principal activity of the Company during the year ended 31 December 2024 continued to be that of providing treasury facilities to Walstead Holdings Limited and its fellow subsidiaries.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are rounded to the nearest thousand (£'000), unless otherwise stated.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Walstead Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has net liabilities of £68,464,000 (2023: £60,109,000) as at 31 December 2024 and recorded a loss after tax for the year of £8,355,000 (2023: £7,401,000). On 30 June 2025, the Company sold its investment in Walstead Group Limited (see note 17), generating a profit on disposal of £16,550,000 and proceeds of £16,600,000, which were settled on intercompany account. Following this transaction, the Company remains in a net liability position.
At 30 June 2025, substantially all of the Company’s assets comprised receivables from related parties, which are not expected to appreciate in value. As disclosed in note 12, the Company has long-term loan notes payable with headline maturity dates beyond 12 months from the date of approval of these financial statements, however certain conditions could trigger earlier repayment.
The Company’s ability to meet its liabilities depends on factors outside its direct control, including the continued non-acceleration of payment of loan notes. These conditions cast doubt on the Company’s ability to continue as a going concern.
After considering these matters and the evidence available, including the sale of its investment in Walstead Group Limited after the end of the year, the Directors do not consider it appropriate to prepare the financial statements on a going concern basis.
The financial statements include the necessary adjustments to reflect this assessment. These changes relate to the disclosures in the Strategic Report, the Directors' Responsibilities Statement and note 2.4 to the financial statements.
Assets and liabilities mostly comprise of amounts owing to or from related parties and no changes to the measurement of these, or any other balances in the financial statements are considered necessary.
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is pound sterling.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Trade and other debtors
Trade and other debtors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.
When considering the recoverability of amounts due from group companies, guarantees from the parent company are taken into consideration.
Trade and other creditors
Trade and other creditors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and on call deposits.
Loan notes
Interest-bearing loan notes are recorded at the proceeds received and accrued. Finance charges, including interest, are accounted for on an accruals basis.
There are no covenants attached to the loan facility and the factoring facility held across the Group is subject to a net equity covenant
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company’s accounting policies the Directors are required to make judgements, estimates and assumptions about the carrying amounts 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 performance 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 if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Company’s accounting policies
There are not considered to be any critical judgments that the Directors have made in the process of applying the Company's accounting policies.
Key sources of estimation uncertainty
There are not considered to be any key assumptions concerning the future or other key sources of estimation uncertainty at the reporting date.
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The auditor’s remuneration for audit was £7,000 (2023: £7,000) and this was borne by another group company.
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The Company has no employees other than the Directors who did not receive any remuneration in the current or prior year. The Directors who served during the year ended 31 December 2024 are also Directors of the ultimate parent company or a fellow subsidiary company and are remunerated by those companies. Although they do receive remuneration from those companies in respect of the services to various group companies, their involvement in the day to day running of Tancastell Finance Limited is minimal due to its size within the Group. Therefore, if the proportion of their remuneration were to be disclosed in these financial statements it would be £nil (2023: £nil).
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Interest receivable on intra-group loan
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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Interest payable on shareholder loans
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Interest payable on intra-group loan
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Current year group relief
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Adjustments in respect of previous periods
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
8.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
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Expenses not deductible for tax purposes
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Deferred tax assets not recognised
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Adjustments to tax charge in respect of prior periods
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investment in subsidiary company
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The following were subsidiary undertakings of the Company:
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Walstead Treasury Limited
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Walstead United Kingdom Limited
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Walstead UK Holdings Limited
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Walstead UK Holdings Limited
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Walstead Peterborough Limited
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Print and related services
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Print and related services
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Walstead Bicester Limited
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Print and related services
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Print and related services
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Walstead Press Group Limited
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Print and related services
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Print and related services
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Print and related services
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Digital Marketing Services
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Walstead Encuadernación y Acabados S.L.U.
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Walstead Moraviapress s.r.o.
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Print and related services
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Walstead Leykam Tiskana d.o.o.
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Print and related services
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Print and related services
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Walstead Leykam Druck GmbH
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Print and related services
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Walstead Kraków Sp. z.o.o.
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Print and related services
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Walstead Starachowice Sp. z.o.o.
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Print and related services
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Walstead Deutschland GmbH
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Print and related services
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Digital Marketing Services
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Digital Marketing Services
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Digital Marketing Services
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Digital Marketing Services
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)
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* Direct undertaking
Registered offices
UK1 18 Westside Centre, London Road, Colchester, CO3 8PH, United Kingdom
ES1 Ronda de Valdecarrizo 13, 28760 Tres Cantos, Spain
AU1 Bickfordstraße 21, 7201 Neudörfl an der Leitha, Austria
CZ1 Breclav, U Póny 3061, PSC 69002, Czech Republic
SL1 Miklavška cesta 61, 2311 Hoce, Slovenia
PL1 Obroncow Modlina 11, Krakow, 30-733, Poland
PL2 Bema 2C, Starachowice, 27-200, Poland
PL3 Aleja Armii Ludowej 14, Warsaw, 00-638, Poland
DE1 Gutenbergstraße 3, 99869 Günthersleben-Wechmar, Germany
DE2 Ulmenstraße 37-39, Frankfurt, 60325, Germany
US1 15415 W Baltic Ave, Lakewood, Colorado, 80228, USA
Further details for active companies including the principal business address, can be found at: www.walstead-group.com
The Group also includes a number of historic entities that no longer trade and are classed as dormant entities. None of these entities have any income or expenditure, nor significant consolidated assets or liabilities. The entities have been included within the Group's consolidated reporting but have not been included on this list of companies for the sake of clarity and brevity.
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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The amounts owed by group undertakings due after more than one year comprise of loans granted to the Company’s subsidiary at SONIA + 2.0% per annum on the outstanding balance. Those loans are due to mature in 2026.
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are interest free, unsecured and are repayable on demand.
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Creditors: Amounts falling due after more than one year
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The loan notes are sterling denominated. On 30 June 2025, the headline maturity date was extended from 2026 to 2028. Interest is accrued daily at 12%.
Contained within loan notes are amounts of £6.0m (2023: £5.3m) relating to a bonus arrangement for one Director which is linked to the payment of the underlying loan note obligation to the holders. This is on the basis that the bonus arrangement bears similar characteristics, and is linked to, the loan note obligation. The bonus arrangement uses another Group entity (Walstead Group Limited) as the agent for administration purposes but Walstead Finance Limited is the principal entity for this arrangement.
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Allotted, called up and fully paid
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50,000 (2023: 50,000) Ordinary shares of £1.00 each
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The shares have full voting, dividend and capital distribution rights.
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Profit and loss account
The profit and loss account represents the accumulation of retained profits, net of dividends, which are in the form of distributable reserves.
Unprovided net deferred tax assets with no expiry date of £5,215k (2023: £1,439k) have not been recognised as it is not considered probable that they can be utilised in the foreseeable future.
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Related party transactions
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The Company has taken advantage of the exemption in Section 33.1A FRS 102 from the requirement to disclose transactions entered into with wholly owned members of the Group. Balances with wholly owned members of the Group are disclosed in notes 10 and 11.
The Company has the following related party transactions to report;
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Transactions during the year
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Contained within shareholder loan notes are amounts of £6.0m (2023: £5.3m) relating to a bonus arrangement for one Director which is linked to the payment of the underlying loan note obligation to the holders. This is on the basis that the bonus arrangement bears similar characteristics, and is linked to, the loan note obligation. The bonus arrangement uses another Group entity (Walstead Group Limited) as the agent for administration purposes but Walstead Finance Limited is the principal entity for this arrangement.
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TANCASTELL FINANCE LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Post balance sheet events
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On 30 June 2025, the Company entered into the following transactions:
∙Disposals to parent: Tancastell Finance Limited (“TFL”) sold to its parent company, Walstead Holdings Limited (“WHL”):
i)100% of the shares in Walstead Group Limited (“WGL”) for consideration of £16.6 million; and
ii)a loan receivable due from WGL of £14.5 million, for consideration of the same amount.
∙Change of ownership: On the same date, WHL sold 100% of the shares in TFL to Tancastell Holdings Limited (“THL”) for consideration of £1. THL is controlled by Rutland Partners LLP. As a result, TFL ceased to be a member of the Walstead Group with effect from 30 June 2025.
These events occurred after the reporting date and are therefore classified as non-adjusting events. Accordingly, no adjustments have been made to the 2024 financial statements.
The transactions represent the disposal of TFL’s principal subsidiary investment (WGL) and associated loan receivable, followed by a change in the Company’s ownership. At the date of disposal, TFL had net liabilities of approximately £56.5 million.
The transactions with WHL constituted related party transactions by virtue of WHL being the parent undertaking at the time. The subsequent disposal to THL, an entity controlled by Rutland Partners LLP, also involved parties related to the Group at the date of the transaction.
As at 31 December 2024, the immediate parent and ultimate holding company was Walstead Holdings Limited, a company registered in England and Wales (company registered number 09927148). Walstead Holdings Limited formed the largest group for which consolidated financial statements are drawn up and these financial statements are available from Companies House. The registered office for Walstead Holdings Limited is 18 Westside Centre, London Road, Colchester, Essex, England, CO3 8PH.
From 30 June 2025, the immediate and ultimate holding company is Tancastell Holdings Limited, a company registered in England and Wales (company registered number 16144969). The registered office for Tancastell Holdings Limited is 18 Westside Centre, London Road, Colchester, Essex, England, CO3 8PH.
The ultimate controlling party is Rutland Partners LLP. Rutland Partners LLP is held by multiple partners and is diversified. It is not significantly influenced by a single person.
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