Company Registration No. 08909241 (England and Wales)
TP3 GLOBAL HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
PAGES FOR FILING WITH REGISTRAR
TP3 GLOBAL HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
TP3 GLOBAL HOLDINGS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2019
31 December 2019
- 1 -
2019
2018
Notes
£
£
£
£
Fixed assets
Investments
2
92
92
Current assets
Debtors
5
-
1,505,060
Cash at bank and in hand
-
52,977
-
1,558,037
Creditors: amounts falling due within one year
6
-
(790,620)
Net current assets
-
767,417
Total assets less current liabilities
92
767,509
Capital and reserves
Called up share capital
7
2
107
Share premium account
-
2,998
Profit and loss reserves
90
764,404
Total equity
92
767,509
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 December 2020 and are signed on its behalf by:
A. Nicholson
Director
Company Registration No. 08909241
TP3 GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
- 2 -
1
Accounting policies
Company information
TP3 Global Holdings Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Unit 1-2 Ridgeway, Drakes Drive, Long Crendon, Aylesbury, Bucks, HP18 9BF.
1.1
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 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 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 has taken advantage of the exemption under section 400 of the
Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group
.
TP3 Global Holdings Limited is a wholly owned subsidiary of
Softbox Systems (TP3) Limited
and the results of TP3 Global Holdings Limited are included in the consolidated financial statements of
Softbox (Topco) Limited
which are available from Units 1-2, Ridgeway, Drakes Drive, Long Crendon, Aylesbury, Buckinghamshire, HP18 9BF.
1.2
Going concern
The trade and assets of the company were transferred to Softbox Systems Limited on 1 August 2019 and the remaining investment assets are in the process of being transferred to other group entities as part of a group reorganisation. Once this is complete, it is the intention of management to
have the company struck off
within the next 12 months.
The financial statements have therefore been prepared on a basis other than that of a going concern. The effects of ceasing to trade and the transfer of assets up to the balance sheet date are included within the 2019 accounts. All assets and liabilities are transferred at book value. No further adjustments are considered necessary.
1.3
Fixed asset investments
Interests in subsidiaries and associates 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.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
TP3 GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 3 -
1.4
Financial instruments
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.
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 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
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.
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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities 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.
1.5
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
company’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.
2
Fixed asset investments
2019
2018
£
£
Shares in group undertakings and participating interests
92
92
TP3 GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
2
Fixed asset investments
(Continued)
- 4 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2019 & 31 December 2019
92
Carrying amount
At 31 December 2019
92
At 31 December 2018
92
3
Subsidiaries
Details of the company's subsidiaries at 31 December 2019 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
TP3 Gloabl (Australasia) Pty Limited
Australia
Sale of thermal packaging for temperature sesitive goods
Ordinary
0
100.00
TP3 Global (Shanghai) Co. Limited
China
Sales of thermal packaging products for termperature sensitive goods
Ordinary
100.00
-
TP3 Europe Limited
United Kingdom
Holding company
Ordinary
100.00
-
TP3 Global Limited
United Kingdom
Sales of thermal packaging products for termperature sesitive goods
Ordinary
100.00
-
TP3 Global Manufacturing Limited
United Kingdom
Manufacture of silverskin products
Ordinary
47.00
53.00
4
Associates
Details of the company's associates at 31 December 2019 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Cool Logistics India Pvt Limited
India
Manufacture of thermal packaging products
Ordinary
0
42.50
TP3 GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 5 -
5
Debtors
2019
2018
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
1,503,670
Other debtors
-
1,390
-
1,505,060
6
Creditors: amounts falling due within one year
2019
2018
£
£
Trade creditors
-
2,995
Amounts owed to group undertakings
-
783,247
Other creditors
-
4,378
-
790,620
As part of the group banking facility the company entered into a joint guarantee and indemnity in respect of bank facilities granted to Softbox (Midco) Limited, a fellow group undertaking, amounting to
£39,594,852
at 31 December 2019 (2018: £39,436,198). As a result, fixed and floating charges exist over the company's and subsidiaries' assets.
7
Called up share capital
2019
2018
£
£
Ordinary share capital
Issued and fully paid
1 (2018: 104) Ordinary A of £1 each
1
104
1 (2018: 3) Ordinary B of £1 each
1
3
2
107
TP3 GLOBAL HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
7
Called up share capital
2019
2018
£
£
(Continued)
- 6 -
The issued share capital of the company was reduced by £105 by cancelling and extinguishing 103 A ordinary shares of £1 each and 2 B ordinary shares of £1 each in the issued share capital of the company.
As a result the Company's share premium account was also cancelled and the sum of £2,998 credited to the profit and loss reserve.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Leighton Bower.
The auditor was Rouse Audit LLP.
9
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2019
2018
£
£
-
189,633
10
Parent company
The company's immediate parent undertaking is Softbox Systems (TP3) Limited, a company incorporated in England and Wales.
The ultimate parent and controlling party is Softbox Holdings Sarl by virtue of their majority shareholding in Softbox (Topco) Limited.
The largest and smallest group for which the audited group accounts were drawn up was that headed by Softbox (Topco) Limited. These financial statements can be obtained from Units 1-2 Ridgeway, Drakes Head, Long Crendon, Buckinghamshire, HP18 9BF.