THAT_TOPCO_LIMITED - Accounts

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2019 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.

That Topco Limited is a private company limited by shares incorporated in England and Wales. The registered office and business address is 1 Fleet Place, Farringdon, London, EC4M 7WS.

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 pound.

The financial statements have been prepared under the historical cost convention, modified to include listed investments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

In common with other businesses, the truecompany is affected by the Covid-19 virus and the unprecedented impact it is having on economic activity. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and the ultimate controlling party will give continued support. Hence, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents amounts receivable for management recharges and project fees, net of VAT and other related taxes.

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

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:

Fixed asset listed 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 other comprehensive income, 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.

Interests in subsidiaries and other unlisted investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks.

The company 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

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.

Basic financial liabilities, including creditors, bank overdrafts, loans from fellow group companies, and preference shares that are classified as debt are initially recognised at transaction price. 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 and deferred tax.

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

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

The costs of short-term employee benefits are recognised as a liability and an expense.

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

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 leases asset are consumed.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company has balances due from group companies and related companies connected by common directorship. Management are of the opinion that these balances are fully recoverable and therefore no provision has been made against these balances.

Management recharges are levied to companies connected by way of common directorships and ownership. The recharge which includes salary and overhead costs is based on managements' assessment and apportionment of the amount of time spend on the affairs of the companies.

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

Preference dividends in arrears total £90,000 (2018 - £75,000). This relates to the dividends due in relation to the non-redeemable preference shares as detailed in note 10.

The historic cost of the investments held amounted to £nil (2018 - £2,788,080).

Details of the company's subsidiaries at 31 December 2019 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Included within amounts owed by group undertakings is an amount of £516,078 (2018 - £291,307) which is not expected to be received within one year.

Included within other debtors is an amount of £9,773,016 (2018 - £8,165,531) which is not expected to be received within one year.

The bank overdraft is secured by a personal guarantee with the ultimate controlling party.

Included in creditors falling due after more than one year are non-redeemable preference shares of £1 each.

These non-redeemable preference shares of £1 each:

i. Carry a fixed preferential dividend at a rate of 0.5% per annum and any such additional dividend as the directors may at their discretion determine (but without obligation).

ii. The preference shares shall be repaid at par, along with the payment of all accrued dividends, on any liquidation of the company but shall have no other right to share in the income or capital of the company.

iii. The preference shareholders shall not be entitled to any votes at any general meeting of the company.

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

The company has taken advantage of the exemption in FRS102 from the requirement to disclose transactions with group companies.

At the year end, the company owed the ultimate controlling party £9,815,901 (2018 - £7,549,314). The movement in the year represents net monies advanced to the company of £2,266,587 (2018 - £1,726,000). This is included in other creditors due after more than one year.

At the year end, included in trade debtors is an amount of £173,072 (2018 - £501) owed by connected companies by virtue of common directors.

At the year end, included in debtors is an amount of £9,773,016 (2018 - £8,165,529) owed by connected companies by virtue of common directors.

At the year end, included in creditors is an amount of £46,893 (2018 - £37,737) owed to connected companies by virtue of common directors.

Included in the turnover is an amount of £2,053,854 (2018 - £1,645,946) charged to connected companies by virtue of common directorship.

Included within the administration expenses is an amount of £nil (2018 - £42,233) paid to a connected company by virtue of a common shareholder.