Company registration number 09967554 (England and Wales)
TD HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 SEPTEMBER 2024
30 September 2024
TD HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr S Patel
Mr Z Patel
Company number
09967554
Registered office
Suite 48, Annexe 3
Batley Business and Technology Park
Technology Drive
Batley
West Yorkshire
WF17 6ER
Auditor
AMS Audit Limited
Chartered Accountants
Statutory Auditor
1 Hardman Street
Spinningfields
Manchester
M3 3HF
TD HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 32
TD HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 1 -

The directors present the strategic report for the period ended 30 September 2024.

Review of the business

The Group experienced a period of transition during the 18-month financial period to 30 September 2024, following the conclusion of its longstanding franchise relationship with O2. While this resulted in a decline in retail revenue, the Group benefited from a one-off compensation payment of £2.4 million received on termination of the contract, which provided significant liquidity and supported ongoing diversification activities.

Total Group turnover for the period amounted to £17.24 million (2023: £18.14 million), representing a modest reduction of 5%. Retail operations through Talk Direct (Leeds) Limited contributed £16.6 million, with the balance arising from the Group’s developing jewellery division under Pugata Limited. The property division, operated through TDL Property Solutions Limited, continues to perform well, generating stable rental income of £0.55 million (2023: £0.27 million).

Group profit before tax improved markedly to £3.01 million (2023: £0.47 million), primarily due to the exceptional O2 compensation income and a reduction in administrative costs following the closure of unprofitable stores. After taxation, the Group achieved a profit of £2.26 million (2023: £0.38 million). Gross profit margin reduced slightly to 27.6% (2023: 29.3%), reflecting the impact of increased input costs and changes in sales mix.

During the period, the Group continued to invest strategically in property assets, adding £2.94 million of new investment property and realising proceeds of £0.7 million from disposals. The Group’s property portfolio was valued at £7.06 million at the balance sheet date, supporting the Group’s longer-term income diversification strategy.

Principal risks and uncertainties

The Group’s exposure to retail markets remains influenced by the reputation and strategic decisions of its key telecommunications partner, O2. The withdrawal of O2’s franchise model has significantly reshaped the Group’s retail footprint, and any further changes to O2’s brand or market approach could impact residual trading activities.

Other key risks include:

- Market and operational risk: The closure of retail stores and reduced scale in mobile operations increases dependency on property income and emerging business lines.

- Property market fluctuations: Investment property valuations are sensitive to economic conditions, tenant demand, and interest rate movements.

- Cost pressures: Rising staff and energy costs could impact margins across remaining retail and property operations.

- Liquidity management: Although the Group maintains healthy cash reserves of £2.04 million, the Board continues to monitor cash flows carefully during this restructuring phase.

Key performance indicators

The Board monitors several financial and operational KPIs, including:

- Gross profit margin: 33% (2023: 2 7.6%)

- Revenue growth: -5% (2023: +1.7%)

- Operating profit margin: 17.0 4% (2023: 2.8 5%)

- Net asset growth: +30% year-on-year

- Cash generated from operations: £2.22million inflow (2023:£0.40 million outflow)

The reduction in revenue growth reflects the planned contraction of the mobile retail business, offset by increased contributions from property operations and the jewellery division.

Other information and explanations
TD HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 2 -

Following the cessation of the O2 franchise operations, the Group is focusing on repositioning itself as a diversified retail and property investment group. Key initiatives include:

- Expansion of the Pugata jewellery brand through digital channels and selective retail partnerships.

- Continued investment in commercial and residential property to secure stable recurring income streams.

- Exploring new retail opportunities in adjacent sectors through the newly formed TD Forecourts Ltd, which will begin trading in the next financial year.

The Group’s strong cash position and balance sheet provide a solid foundation for future growth and enable flexibility to pursue new investment opportunities as market conditions evolve.

Conclusions

Despite the challenges of transitioning away from the O2 franchise model, the Group has delivered a strong financial performance and remains well-capitalised. The strategic shift toward property investment and alternative retail channels positions TD Holdings Limited for more stable and sustainable growth in the years ahead.

On behalf of the board

Mr S Patel
Director
6 November 2025
TD HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 3 -

The directors present their annual report and financial statements for the period ended 30 September 2024.

Principal activities

The principal activity of the company and group is that of a retail and property rental group.

Results and dividends

The results for the period are set out on page 8.

Ordinary dividends were paid amounting to £150,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mr S Patel
Mr Z Patel
Financial instruments
Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Foreign currency risk

The group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Auditor

The auditor, AMS Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

TD HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 auditor of the company 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 auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr S Patel
Director
6 November 2025
TD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TD HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of TD Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2024 and of the group's profit for the period then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are 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.

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 our audit:

- T he information given in the strategic report and the directors' r eport for the financial period 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.

TD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TD HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have 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 our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and parent company and industry, we identified that the principal risks of non -compliance with laws and regulations related to pensions legislation, UK tax legislation and UK employment legislation, and we considered the extent to which non- compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or manipulate expenditure and management bias in accounting estimates. Audit procedures performed by the audit engagement team included:

• Discussions with management, including consideration of known or suspected instances of non- compliance with laws and regulation and fraud;

• Review of the financial statement disclosures to underlying supporting documentation;

• Challenging assumptions and judgements made by management in their significant accounting estimates;

• Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or posted by senior management.

There are inherent limitations in the audit procedures described above and the further removed non- compliance with laws and regulations is from the events and transaction reflected in the financial statements, the less likely we would become aware of it. Also, 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 or intentional misrepresentations, or through collusion.

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.

TD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TD HOLDINGS LIMITED
- 7 -

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.

Mr David Clegg BFP FCA (Senior Statutory Auditor)
For and on behalf of AMS Audit Limited, Statutory Auditor
Chartered Accountants
1 Hardman Street
Spinningfields
Manchester
M3 3HF
6 November 2025
TD HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED
30 SEPTEMBER 2024
30 September 2024
- 8 -
Period
Period
Year
Year
ended
ended
ended
Continuing
Discontinued
30 September
Continuing
Discontinued
31 March
operations
operations
2024
operations
operations
2023
Notes
£
£
£
£
£
£
Turnover
3
630,961
16,606,670
17,237,631
232,741
17,912,256
18,144,997
Cost of sales
(561,416)
(10,981,975)
(11,543,391)
(457,734)
(12,685,386)
(13,143,120)
Gross profit
69,545
5,624,695
5,694,240
(224,993)
5,226,870
5,001,877
Administrative expenses
(1,229,984)
(4,449,439)
(5,679,423)
(874,409)
(3,935,273)
(4,809,682)
Other operating income
521,700
2,400,000
2,921,700
324,417
-
324,417
Operating profit
5
(638,739)
3,575,256
2,936,517
(774,985)
1,291,597
516,612
Interest receivable and similar income
9
70,678
-
70,678
40,863
-
40,863
Interest payable and similar expenses
10
-
-
-
(899)
-
(899)
Amounts written off investments
11
-
-
-
(86,000)
-
(86,000)
Profit before taxation
(568,061)
3,575,256
3,007,195
(821,021)
1,291,597
470,576
Tax on profit
12
138,605
(886,663)
(748,058)
163,557
(258,319)
(94,762)
Profit for the financial period
27
(429,456)
2,688,593
2,259,137
(657,464)
1,033,278
375,814
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
TD HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 9 -
30 September 2024
31 March 2023
Notes
£
£
£
£
Fixed assets
Intangible assets
-
-
Tangible assets
16
39,651
175,432
Investment property
17
7,060,677
4,793,409
7,100,328
4,968,841
Current assets
Stocks
21
730,356
1,528,585
Debtors
22
98,310
1,586,236
Cash at bank and in hand
2,042,135
2,376,962
2,870,801
5,491,783
Creditors: amounts falling due within one year
23
(841,213)
(3,423,243)
Net current assets
2,029,588
2,068,540
Total assets less current liabilities
9,129,916
7,037,381
Provisions for liabilities
Deferred tax liability
24
9,913
26,515
(9,913)
(26,515)
Net assets
9,120,003
7,010,866
Capital and reserves
Called up share capital
26
95
95
Capital redemption reserve
27
5
5
Profit and loss reserves
27
9,119,903
7,010,766
Total equity
9,120,003
7,010,866

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on
6 November 2025
06 November 2025
and are signed on its behalf by:
Mr S Patel
Director
Company registration number 09967554 (England and Wales)
TD HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 10 -
30 September 2024
31 March 2023
Notes
£
£
£
£
Fixed assets
Investments
18
367
267
367
267
Current assets
Debtors
22
9,217,509
7,152,609
Cash at bank and in hand
1,320,024
-
0
10,537,533
7,152,609
Creditors: amounts falling due within one year
23
(122,255)
(417,801)
Net current assets
10,415,278
6,734,808
Net assets
10,415,645
6,735,075
Capital and reserves
Called up share capital
26
95
95
Capital redemption reserve
27
5
5
Profit and loss reserves
27
10,415,545
6,734,975
Total equity
10,415,645
6,735,075

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £3,830,569 (2023 - £2,635,000 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on
6 November 2025
06 November 2025
and are signed on its behalf by:
Mr S Patel
Director
Company registration number 09967554 (England and Wales)
TD HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED
30 SEPTEMBER 2024
30 September 2024
- 11 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2022
95
5
6,709,952
6,710,052
Year ended 31 March 2023:
Profit and total comprehensive income
-
-
375,814
375,814
Dividends
14
-
-
(75,000)
(75,000)
Balance at 31 March 2023
95
5
7,010,766
7,010,866
Period ended 30 September 2024:
Profit and total comprehensive income
-
-
2,259,137
2,259,137
Dividends
14
-
-
(150,000)
(150,000)
Balance at 30 September 2024
95
5
9,119,903
9,120,003
TD HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED
30 SEPTEMBER 2024
30 September 2024
- 12 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2022
95
5
4,174,975
4,175,075
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
-
2,635,000
2,635,000
Dividends
14
-
-
(75,000)
(75,000)
Balance at 31 March 2023
95
5
6,734,975
6,735,075
Period ended 30 September 2024:
Profit and total comprehensive income
-
-
3,830,570
3,830,570
Dividends
14
-
-
(150,000)
(150,000)
Balance at 30 September 2024
95
5
10,415,545
10,415,645
TD HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED
30 SEPTEMBER 2024
30 September 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
32
2,215,643
(403,965)
Interest paid
-
(899)
Income taxes paid
(226,801)
(276,518)
Net cash inflow/(outflow) from operating activities
1,988,842
(681,382)
Investing activities
Purchase of tangible fixed assets
(1,625)
(2,500)
Purchase of investment property
(2,944,130)
(1,741,578)
Proceeds from disposal of investment property
701,408
-
Repayment of loans
-
(86,000)
Interest received
70,678
40,863
Net cash used in investing activities
(2,173,669)
(1,789,215)
Financing activities
Dividends paid to equity shareholders
(150,000)
(75,000)
Net cash used in financing activities
(150,000)
(75,000)
Net decrease in cash and cash equivalents
(334,827)
(2,545,597)
Cash and cash equivalents at beginning of period
2,376,962
4,922,559
Cash and cash equivalents at end of period
2,042,135
2,376,962
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 14 -
1
Accounting policies
Company information

TD Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Suite 48, Annexe 3, Batley Business and Technology Park, Technology Drive, Batley, West Yorkshire, WF17 6ER.

The group consists of TD Holdings Ltd and all of its subsidiaries.

1.1
Reporting period

The group's financial statements are prepared up to the period ended 30th September 2024.

The group extended their reporting period to capture the cessation of trade with O2 within Talk Direct Leeds Limited subsidiary within the group.

As such the financial statements are prepared for a period of 548 days. This is not entirely comparable with the comparative data presented within the financial statements which represents a year being 365 days.

1.2
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 are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;true

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues true: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’true: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’true: Compensation for key management personnel.

TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company TD Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Talk Direct (Leeds) Limited, TDL Property Solutions Limited Pugata Limited & TD Forecourts Ltd has been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of Talk Direct (Leeds) Limited, TDL Property Solutions Limited, Pugata Limited & TD Forecourts Ltd for the year.

1.5
Going concern

The financial statements have been prepared on a going concern basis, which the directors consider to be appropriate.true

During the year, one of the group’s subsidiaries, Talk Direct (Leeds) Ltd, discontinued its operations following the termination of its contract with O2 on 30 June 2024. This decision formed part of a strategic review of the group’s operations and does not impact the group’s ability to continue in business.

The group continues to operate through its remaining subsidiaries and has adequate financial resources to meet its obligations as they fall due for the foreseeable future. The directors have reviewed the group’s forecasts and projections and have not identified any material uncertainties that would cast significant doubt on the group’s ability to continue as a going concern.

Accordingly, the financial statements have been prepared on a going concern basis.

TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 4 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
10% straight line
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 17 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
20% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.11
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 18 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.13
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.14
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.15
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 19 -
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 group 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts 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 th r ough 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.

TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.16
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.17
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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.

1.19
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.20
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 21 -

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.21
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.22

Subsidiary undertakings exempt from audit

Under Section 479a of the Companies Act 2006 available to subsidiary undertakings, the company provides a guarantee in respect of the below subsidiary undertakings claiming exemption from audit.

Talk Direct (Leeds) Limited (05694978)

TDL Property Solutions Limited (09967755 )

Pugata Limited (09834427)

TD Forecourts Ltd (15868328)

TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 22 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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

In the application of the group’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.

Non-current assets

Calculation of non current assets requires judgments to be made.

The recoverability of the inter-company debts have been assessed on the basis of forecasted cash flows expected from the subsidiary companies for all projects in place and committed to upon signing the financial statements for the period ended 30 September 2024. This assessment has estimated that the subsidiaries are expected to be profitable and there will be sufficient cash to cover all inter-company loans.

Investment Property Valuation

The fair value of investment properties is based on property valuations by the directors which are derived from a number of assumptions and the general strength of the property market and the wider economy. Significant changes to any of these factors may affect the fair value of the properties either in a negative or positive manner. The directors are satisfied at the year end that the market value of the investment properties remains appropriate.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Mobile telephone sales
16,606,669
17,912,256
Jewellery sales
630,962
232,741
17,237,631
18,144,997
2024
2023
£
£
Turnover analysed by geographical market
UK
17,237,631
18,144,997
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
3
Turnover and other revenue
(Continued)
- 23 -
2024
2023
£
£
Other revenue
Interest income
70,678
40,863
Rental income arising from investment properties
545,009
272,418
4
Exceptional item
2024
2023
£
£
Income
Exceptional item - Goodwill compensation
2,400,000
-
0

On 30th June 2024, a contract with O2 was terminated which has resulted in a one off payment of £2,400,000. The company and O2 mutually agree that the settlement payment is fair and equitable consideration to settle any and all claims or liabilities arising from all relating to the early termination.

5
Operating profit
2024
2023
£
£
Operating profit for the period is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
37,478
43,663
Loss on disposal of tangible fixed assets
99,927
-
Profit on disposal of investment property
(24,546)
-
0
Amortisation of intangible assets
-
10,754
Operating lease charges
747,106
872,484
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
16,500
13,500
For other services
All other non-audit services
5,000
5,000
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 24 -
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
2
2
2
2
Shop and administration staff
67
102
-
0
-
0
Total
69
104
2
2

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,642,011
2,529,677
-
0
-
0
Social security costs
179,541
217,491
-
-
Pension costs
47,695
46,361
-
0
-
0
2,869,247
2,793,529
-
0
-
0

The total remuneration (including pension and national insurance contributions) of the key management personnel of the Group totalled £62,246 (202 3 - £43,976).

8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
34,000
24,000
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
63,925
40,863
Other interest income
6,753
-
Total income
70,678
40,863
10
Interest payable and similar expenses
2024
2023
£
£
Other interest
-
0
899
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 25 -
11
Amounts written off investments
2024
2023
£
£
Amounts written back to/(written off) current loans
-
0
(86,000)
12
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
764,660
84,048
Deferred tax
Origination and reversal of timing differences
(16,602)
10,714
Total tax charge
748,058
94,762

The UK corporation tax rate increased from 19% to 25% with effect from 1 April 2023. This change has been taken into account in the calculation of the current and deferred tax balances where applicable.

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
3,007,195
470,576
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
751,799
89,409
Tax effect of expenses that are not deductible in determining taxable profit
300
-
0
Unutilised tax losses carried forward
407
-
0
Effect of change in corporation tax rate
-
684
Permanent capital allowances in excess of depreciation
20,360
(5,361)
Deferred tax adjustments in respect of prior years
(24,808)
10,030
Taxation charge
748,058
94,762
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 26 -
13
Discontinued operations

On 30 June 2024, Talk Direct (Leeds) Ltd terminated its contract with O2, which represented its main significant source of revenue. As a result of the contract termination, a substantial portion of Talk Direct (Leeds) Ltd's trading operations ceased; however, the company continues to carry out certain residual or alternative trading activities.

Talk Direct (Leeds) Ltd received a compensation payment of £2.4 million from O2 as part of the contract termination agreement. This has been recognised as other income in the results of discontinued operations.

The profit/(loss) for the year comprises £2,688,593 from discontinued operations.

In order to provide meaningful comparison, the prior year’s comparative figures have been re-presented on the same basis, with the results of the discontinued operation shown separately.

14
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
150,000
75,000
15
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 April 2023
893,252
80,394
973,646
Disposals
(893,252)
(80,394)
(973,646)
At 30 September 2024
-
-
-
Amortisation and impairment
At 1 April 2023
893,252
80,394
973,646
Disposals
(893,252)
(80,394)
(973,646)
At 30 September 2024
-
-
-
Carrying amount
At 30 September 2024
-
-
-
At 31 March 2023
-
-
-
The company had no intangible fixed assets at 30 September 2024 or 31 March 2023.
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 27 -
16
Tangible fixed assets
Group
Fixtures and fittings
Motor vehicles
Total
£
£
£
Cost
At 1 April 2023
494,082
11,220
505,302
Additions
1,625
-
1,625
Disposals
(297,160)
(11,220)
(308,380)
At 30 September 2024
198,547
-
198,547
Depreciation and impairment
At 1 April 2023
319,422
10,448
329,870
Depreciation charged in the period
36,707
771
37,478
Eliminated in respect of disposals
(197,233)
(11,219)
(208,452)
At 30 September 2024
158,896
-
158,896
Carrying amount
At 30 September 2024
39,651
-
39,651
At 31 March 2023
174,660
772
175,432
The company had no tangible fixed assets at 30 September 2024 or 31 March 2023.
17
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 April 2023 and 30 September 2024
4,793,409
-
0
Additions through external acquisition
2,944,130
-
0
Disposals
(676,862)
-
0
At 30 September 2024
7,060,677
-
0

Investment property comprises of properties purchased by the company for rental purposes and are included within the financial statements at historical cost. There have been no changes in valuation of the properties as the directors believe that the properties have been valued at fair value as per the FRS 102 accounting standard.

18
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
19
-
-
367
267
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
18
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023
267
Additions
100
At 30 September 2024
367
Carrying amount
At 30 September 2024
367
At 31 March 2023
267
19
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Pugata Limited
United Kingdom
Ordinary
100.00
Talk Direct (Leeds) Limited
United Kingdom
Ordinary
100.00
TDL Property Solutions Limited
United Kingdom
Ordinary
100.00
TD Forecourts Ltd
United Kingdom
Ordinary
100.00

During the year, the Group established a new subsidiary, TD Forecourts Ltd, which is incorporated in United Kingdom and is wholly owned by the parent company. The subsidiary had not prepared its own statutory financial statements as at 30 September due to their first set of financial statements being prepared for an extended period to 30 September 2025.

The company has been included in the consolidated financial statements on the basis of management information and internal financial records.

The registered office address for all subsidiaries is the same as that of the company.

20
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
61,305
1,542,735
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
327,289
2,739,382
n/a
n/a
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 29 -
21
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
730,356
1,528,585
-
0
-
0
22
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
58,627
1,542,735
-
0
-
0
Corporation tax recoverable
-
29,877
-
0
-
0
Amounts owed by group undertakings
-
-
9,217,509
7,152,609
Other debtors
20,003
-
-
0
-
0
Prepayments and accrued income
19,680
13,624
-
0
-
0
98,310
1,586,236
9,217,509
7,152,609
23
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
32,457
2,183,814
-
0
-
0
Corporation tax payable
507,982
-
4,454
-
0
Other taxation and social security
5,942
683,861
-
0
-
Other creditors
222,238
506,119
117,801
417,801
Accruals and deferred income
72,594
49,449
-
0
-
0
841,213
3,423,243
122,255
417,801
24
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
9,913
26,515
The company has no deferred tax assets or liabilities.
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
24
Deferred taxation
(Continued)
- 30 -
Group
Company
2024
2024
Movements in the period:
£
£
Liability at 1 April 2023
26,515
-
0
Credit to profit or loss
(16,602)
-
0
Liability at 30 September 2024
9,913
-
0
25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
47,695
46,361

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
95
95
95
95
27
Reserves
Capital redemption reserve

The capital redemption reserve relates to the cancellation of the Company's own shares.

Profit and loss reserves

The profit and loss reserve holds the retained earnings of the company and group, after the deduction of any dividends paid in the period.

TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 31 -
28
Operating lease commitments
Lessee

During the year the business ceased to operate the O2 franchise through the subsidiary Talk Direct (Leeds) Limited. As such the rental arrangements were transferred to O2 as part of the purchase from O2 to take back control and reverse the franchise model. As a result the businesses previous lease commitments are no longer in existence.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
-
351,833
-
0
-
0
Between two and five years
-
1,009,054
-
0
-
0
In over five years
-
75,625
-
0
-
0
-
1,436,512
-
0
-
0
29
Related party transactions
Transactions with related parties

During the period the group entered into the following transactions with related parties:

Donation
Other Debtor balance written off
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
430,363
214,500
-
0
86,000
Other information

In accordance with FRS 102 Section 33, the group is taking the exemption to not disclose its related party transactions within the group in the period.

30
Directors' transactions

Dividends totalling £150,000 (2023 - £75,000) were paid in the period in respect of shares held by the company's directors.

At the beginning of the financial year, a total amount of £417,801 was owed by the company to the directors in respect of directors' loan accounts.

During the year, there were relevant movements on the accounts, including repayments and further amounts advanced by the directors. As a result, the balance outstanding at the year end was £137,007, which remains payable to the directors.

The loan is unsecured, interest-free, and repayable on demand.

31
Controlling party
TD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
31
Controlling party
(Continued)
- 32 -

No individual shareholder controlled the company during the current or previous period.

32
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Profit after taxation
2,259,137
375,814
Adjustments for:
Taxation charged
748,058
94,762
Finance costs
-
0
899
Investment income
(70,678)
(40,863)
Loss on disposal of tangible fixed assets
99,927
-
0
Gain on disposal of investment property
(24,546)
-
0
Amortisation and impairment of intangible assets
-
0
10,754
Depreciation and impairment of tangible fixed assets
37,478
43,663
Other gains and losses
-
0
86,000
Movements in working capital:
Decrease in stocks
798,229
114,315
Decrease/(increase) in debtors
1,458,050
(3,664)
Decrease in creditors
(3,090,012)
(1,085,645)
Cash generated from/(absorbed by) operations
2,215,643
(403,965)
33
Analysis of changes in net funds - group
1 April 2023
Cash flows
30 September 2024
£
£
£
Cash at bank and in hand
2,376,962
(334,827)
2,042,135
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