THAT_TOPCO_LIMITED - Accounts

The directors present their report and financial statements for the year ended 31 December 2013.

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of That Topco Limited for the year ended 31 December 2013 set out on pages 3 to 8 from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales, we are subject to its ethical and other professional requirements which are detailed at icaew.com/membershandbook.

This report is made solely to the Board of Directors of That Topco Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of That Topco Limited and state those matters that we have agreed to state to the Board of Directors of That Topco Limited, as a body, in this report in accordance with the requirements of AAF 2/10 as detailed at icaew.com/compilation. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than That Topco Limited and its Board of Directors as a body for our work or for this report.

It is your duty to ensure that That Topco Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of That Topco Limited. You consider that That Topco Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of That Topco Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).

Stock is valued at the lower of cost and net realisable value, with net realisable value being the year end quoted market value of investments.

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.

The nature of the company's business is such that there can be considerable unpredictable variation in the timing of cash inflows. The director however, still considers it appropriate to prepare the financial statements on the going concern basis.

The company has estimated losses of £999,886 (2012 - £967,683) available for carry forward against future trading profits.

A deferred tax asset of £199,977 (2012 - £193,537) in respect of the losses stated has not been provided for within these financial statements as it is uncertain when this will crystallise and whether or not sufficient profits will be achieved against which these losses can be relieved.

The year end market value of the holdings was £2,574,153 (2012 - £2,412,032).

The aggregate amount of creditors falling due after one year for which security has been given amounted to £nil (2012 - £3,210,000).

i.  Entitle holders to 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). The dividend shall be paid yearly in arrears on the anniversary of the date of issue of the preference shares.

ii.  The preference shares shall be repaid at par 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 3,000,000 non-redeemable preference shares of £1 each are shown within creditors due after more than one year.

The ultimate controlling party is R S Kelvin CBE, director and sole shareholder.

At 31 December 2013, the company owed director, R S Kelvin CBE, £10,679 (2012 - £6,935). The movement in the year represents expenses paid on behalf of the company of £6,600 (2012 - £27), loan repayments of £3,000 (2012 - £47,400) and monies loaned to the company of £144 (2012 - £nil). This balance is included in other creditors.

At 31 December 2013, a balance of £nil (2012 - £3,210,000) was due by the company in respect of debentures in which the director, R S Kelvin CBE, had a beneficial interest. Of this amount, £nil (2012 - £3,000,000) represents the capital value and £nil (2012 - £210,000) the cumulative accrual for the premium on redemption. The movement in the year relates to loan notes converted to preference shares of £3,000,000 (2012 - £nil) and redemption premium written off as it is no longer payable of £210,000 (2012 - £nil).  During the year £3,750  (2012 - £15,000) in respect of interest on debenture loans was charged by a Trust fund in which the director, R S Kelvin CBE, is a beneficiary.