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Registered number: 02954670
TRI-VENTURES GROUP LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 MARCH 2020
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TRI-VENTURES GROUP LIMITED
REGISTERED NUMBER:02954670
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2020
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 May 2021.
The notes on pages 2 to 10 form part of these financial statements.
Page 1
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TRI-VENTURES GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
Tri-Ventures Group Limited is a private company limited by shares, incorporated in England and Wales. The company registration number is 02954670 and the registered office is Aldenham Grange, Grange Lane, Letchmore Heath, Watford, Hertfordshire, WD25 8DX.
The company's principal activity is that of business consultancy services.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
As at balance sheet date the Company had net liabilities of £758,360 (2019: £874,304). The directors consider that preparing the financial statements on a going concern basis is appropriate as WGT Limited, as the Trustee of Westminster Group Trust, the ultimate controlling party, will continue to provide financial support to the company for the foreseeable future. Furthermore, the Directors' confirm that it is their expectation that the loans from related undertakings (as disclosed in note 7) to the financial statements will not be called in for repayment within 12 months of the date of the approval of these financial statements. Notwitstanding this there can be no absolute guarantee in this regard and, accordingly, the Directors' consider there to be a material uncertainty in relation to going concern. Should the company be unable to continue trading, adjustments would have to be made to reduce the value of assets to their recoverable amounts and to provide for any further liabilities that arise.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Page 2
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TRI-VENTURES GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Interest income is recognised in profit or loss using the effective interest method.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
Page 3
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TRI-VENTURES GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Page 4
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TRI-VENTURES GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
2.Accounting policies (continued)
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.
Page 5
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TRI-VENTURES GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
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Fees payable to the Company's auditor for the audit of the Company's annual financial statements totalled £7,400 (2019 - 7,185).
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The average monthly number of employees, including directors, during the year was 12 (2019 - 12).
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Charge for the year on owned assets
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Page 6
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TRI-VENTURES GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Included within amounts owed to group undertakings are loan balances owed to related parties of £3,938,383 (2019: £3,693,513). These amounts are interest free and wholly repayable on demand and, accordingly, are classified as falling due within one year. Notwithstanding this, the Directors' confirm that it is their expectation that these loans will not be called in for payment until at least 12 months after the approval of these financial statements.
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Page 7
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TRI-VENTURES GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Accelerated capital allowances
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The company operates a defined contributions pension scheme. The assets of the scheme are held seperately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £13,522 (2019: £29).
Page 8
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TRI-VENTURES GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
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Related party transactions
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At the year end, an amount of £3,783,802 (2019: £2,463,802) was owed to Shakara Resources Limited, a fellow group member.
An amount of £83,961 (2019: £1,229,711) was owed to Oyster Investment Holdings Limited, a fellow group member.
An amount of £nil (2019: £13,365) is owed by Aviation By Westminster Limited, a fellow group member.
During the year, the company made sales to Westminster Growth Capital Limited amounting to £60,000 (2019: £60,000). In addition the Company made purchases from Westminster Growth Capital Limited of £80,000 (2019: £80,000). The balance owed to Westminster Growth Capital Limited at the year end amounted to 70,620 (2019: £58,248).
An amount of £184,085 (2019: £483,490) was due from Westminster Enterprises Limited, a company incorporated in Jersey, and a fellow subsidiary of Tri-Ventures Group Limited.
Included in other debtors is an amount of £27,096 (2019: £27,096) due from Thamesown Properties Limited, a company incorporated in England and Wales, of which E Jacobson is a director.
An amount of £310,356 (2019: £227,397) was due from Whirligig Limited, a company incorporated in the Isle of Man, and a fellow subsidiary of Tri-Ventures Group Limited. Sales of £82,959 (2019: £76,963) were made to Whirligig Limited during the year.
An amount of £108,000 (2019: £336,000) was due from Fairfax Acquisitions Limited, a Company incorporated in the United Kingdom, and a fellow subsidiary of Tri-Ventures Group Limited.
An amount of £2,236,000 (2019: £1,632,000) was due from WGT Limited as trustee of The Westminster Group Trust, the ultimate parent undertaking.
An amount of £82,342 (2019: £82,342) was due from Elleway Properties Limited, a related company.
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Post balance sheet events
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The worldwide outbreak of the COVID-19 virus represents a significant event in the financial period. In light of the impact of the virus upon the economy and the markets in general, the Company has reviewed its cash flow forecasts and considered the impact on going concern, concluding that the going concern basis remains an appropriate basis of preparation for these financial statements given the cash flow impact of operations 12 months from the date of signing this report.
The immediate holding company is Shakara Resources Limited. It is the belief of the Directors that the ultimate controlling party is WGT Limited, as a trustee of Westminster Group Trust, which is resident in Jersey.
Page 9
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TRI-VENTURES GROUP LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2020
The auditor's report on the financial statements for the year ended 31 March 2020 was unqualified.
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In their report, the auditor made reference to the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that the Company's liabilities exceeded its total assets by £758,360 at 31 March 2020. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 24 May 2021 by Sooreeyen Iyaroo (Senior statutory auditor) on behalf of Haysmacintyre LLP.
Page 10
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