The profit and loss account has been prepared on the basis that all operations are continuing operations.

For the financial year ended 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the Company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

TC Audit Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3 Acorn Business Centre, Northarbour Road, Cosham, Portsmouth, Hampshire, PO6 3TH.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

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

The directors have considered the trueCompany's business activities together with the factors likely to affect its future development, performance, its financial position including liquidity position, borrowing facilities and the risks and uncertainties relating to its business activities.

At the time of approving the financial statements, the directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, based on continued financial support by related companies.

The directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents fees receivable for the provision of statutory audit and related services in the ordinary course of the Company's activities and is stated exclusive of value added tax. Turnover is measured at the fair value of the consideration received or receivable.

Turnover is recognised as audit and related services are provided. Under the company's invoicing arrangements, invoices are raised at agreed stages of an engagement as the relevant services and deliverables are completed. Turnover is therefore recognised by reference to amounts invoiced during the period, which reflect the value of services performed at the date of invoicing. Invoices may comprise interim or final fees, net of any related credit notes, depending on the nature and progress of the engagement.

The Company acts as principal in the provision of audit and other related services, having primary responsibility for the statutory audit engagement and the audit opinion issued to the client.

The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

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

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

Basic financial assets

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

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.

Basic financial liabilities, including creditors and loans from shareholder-related companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Equity instruments issued by the Company 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 company.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Significant judgements

The following judgement has had the most significant effect on the amounts recognised in the financial statements:

Allocation of costs from connected companies

The Company receives management, oversight and regulatory support services from connected companies within TC Group. Judgement is required in determining the appropriate allocation of these costs to the company. The allocation is based on the nature of the services provided and the extent to which they support the company's activities as an audit regulated firm. The directors consider the allocation methodology adopted to be reasonable and appropriate.

The average monthly number of persons (including directors) employed by the Company during the year was 0 (2024: 0).

Although the Company had no employees during either the current or the prior year, staff-related costs of £307,491 (2024: £154,348) were recognised within administrative expenses. These costs represent an allocation of central staff costs incurred by other connected companies in respect of the oversight, monitoring and support of the Company's regulated audit activities.

The costs associated with the delivery of audit engagements are incurred through services and resources provided by other firms within the TC Group and are included within cost of sales.

The amounts owed by shareholder-related companies are presented net of amounts owed to shareholder-related companies. Under the relevant service agreements, the Company has a legally enforceable right to set off amounts receivable from and payable to those companies and intends to settle the balances on a net basis. Accordingly, the related debtor and creditor balances have been presented net in the financial statements.

During the year, 1,998 Ordinary B shares were issued.

The Ordinary A shares carry full voting rights and entitle the shareholder to dividends and distributions of capital. The Ordinary B shares carry full voting rights, but are not entitled to receive dividends or capital distributions.

The Ordinary A shares are held by TC Group Holdings Limited, which therefore holds entitlement to all the economic benefits generated by the Company. The Company is a member of the group headed by Auctus Topco Limited.

On 11 September 2026, the Company completed a reorganisation of its share capital. This included the allotment to TC Group Holdings Limited of 5,920 Ordinary A shares of £0.01 each at par for aggregate consideration of £59.20, the redesignation of 560 Ordinary B shares of £0.01 each as Ordinary A shares, the transfer of certain existing shares between shareholders and the adoption of new articles of association.

Following the reorganisation, TC Group Holdings Limited held 75% of the Company’s issued share capital and 25% of its voting rights. The Ordinary B shareholders held the remaining 25% of the issued share capital and collectively held 75% of the voting rights.

The allotment increased the Company’s nominal issued share capital by £59.20. The redesignation and transfers between shareholders did not affect the Company’s net assets. The reorganisation was a non-adjusting event and, accordingly, no amounts recognised in these financial statements have been adjusted.

75% of the Company's issued ordinary share capital is held by four director-shareholders through the Company's Ordinary B shares. The Ordinary B shares carry 75% of the voting rights of the Company but do not carry any entitlement to dividends or distributions of capital.

The remaining 25% of the Company's issued ordinary share capital comprises Ordinary A shares held by TC Group Holdings Limited, a Company registered in England and Wales. The Ordinary A shares carry 25% of the voting rights and all rights to dividends and distributions of capital.

There is no ultimate controlling party of the Company. Although TC Group Holdings Limited holds 100% of the economic rights attaching to the Company's shares, it holds only 25% of the voting rights. The remaining 75% of the voting rights are held by the four director-shareholders, and no individual shareholder has control of the Company.

In the normal course of business, the Company enters into transactions with companies within the TC Group. These companies are considered related parties as a result of TC Group Holdings Limited holding a 25% interest in the Company and, where applicable, common directorships.

The transactions principally comprise charges under service agreements for the provision of staff, resources and other services in connection with the delivery of the Company's audit engagements and the oversight and monitoring of its regulated audit activities.

During the year, the following charges were recognised in respect of services provided by companies related to the Company through common directorships: £23,632,875 (2024: £16,722,614).

During the year, the following charges were recognised in respect of services provided by TC Group Holdings Limited and other companies with a direct or indirect ownership interest in the company: £1,166,153 (2024: £849,312).

At the reporting date, the following net amounts were due from companies headed up by and including TC Group Holdings Limited and other companies with a direct or indirect ownership interest in the company: £208,787 (2024: £116,756).

Amounts receivable from and payable to related parties are settled in accordance with the relevant service agreements.

The directors have undertaken a detailed review of the legal, contractual and operational arrangements relating to the provision of statutory audit services.

Having considered the substance of those arrangements, alongside the Company's status as a registered auditor and its responsibility for the statutory audit engagement and audit opinion, the directors concluded that the Company should recognise the external statutory audit fees arising from those engagements, together with the related costs of services and resources provided by other firms within TC Group.

In previous periods, the relevant revenue and related costs were recognised within other firms within TC Group and were not reflected in the financial statements of the Company. The comparative information and opening retained earnings have therefore been retrospectively restated to reflect the substance of these arrangements. As a consequence of the restatement, the financial statements now reflect the Company as an active trading entity for the periods concerned, rather than as a dormant company, consistent with its role as the contracting and regulated entity responsible for the statutory audit engagements.

The cumulative effect of the restatement in respect of periods prior to 1 January 2024 was to increase retained earnings brought forward at that date by £85,929.

For the year ended 31 December 2024, the restatement increased profit for the financial year by £23,120. Accordingly, retained earnings and net assets at 31 December 2024 increased by £109,049.