TSL_Digital_Limited - Accounts


TSL Digital Limited
Financial Statements
For the year ended 31 December 2021
For Filing with Registrar
Company Registration No. 06492666 (England and Wales)
TSL Digital Limited
Contents
Page
Balance sheet
1
Notes to the financial statements
2 - 10
TSL Digital Limited
Balance Sheet
As at 31 December 2021
Page 1
2021
2020
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
4
193,847
120,693
Tangible assets
5
9,006
6,981
202,853
127,674
Current assets
Debtors
6
390,090
237,316
Cash at bank and in hand
48,096
67,596
438,186
304,912
Creditors: amounts falling due within one year
7
(520,845)
(263,077)
Net current (liabilities)/assets
(82,659)
41,835
Total assets less current liabilities
120,194
169,509
Creditors: amounts falling due after more than one year
8
(128,333)
(175,000)
Provisions for liabilities
(1,200)
(1,200)
Net liabilities
(9,339)
(6,691)
Capital and reserves
Called up share capital
9
102
102
Profit and loss reserves
(9,441)
(6,793)
Total equity
(9,339)
(6,691)

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 6 March 2023 and are signed on its behalf by:
S  Turnsek
Director
Company Registration No. 06492666
TSL Digital Limited
Notes to the Financial Statements
For the year ended 31 December 2021
Page 2
1
Accounting policies
Company information

TSL Digital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 20 Rosebery Avenue, London, EC1R 4SX.

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 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.

1.2
Going concern

The company is dependent on the financial support of its parent company, AFG Marketing Technologies Ltd, to continue as a going concern. The company made a loss after taxation for the financial year of £2,647 (2020: £135,923). The Company has net liabilities of £9,339 at 31 December 2021 (2020: £6,691).

 

The directors have received confirmation that Analogfolk Limited (part of the group) will not require repayment of the intercompany loans, for a period of at least one year from the date of approval of these financial statements, or until such time as the company is in a position to do so without hindering its ability to continue as a going concern.

 

AFG Marketing Technologies Ltd has confirmed that it will advance further sums to the company to enable it to continue to trade and meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. Consequently the directors have prepared the financial statements on the going concern basis.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

TSL Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
Page 3

Amortisation 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:

Software Development
3 years straight Line
1.5
Tangible fixed assets

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:

Fixtures and fittings
25% reducing balance
Computers
25% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

TSL Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
Page 4
1.8
Financial instruments

The company only has basic financial instruments measured at amortised cost, with no financial instruments classified as other or basic instruments measured at fair value.

1.9
Equity instruments

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.

1.10
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.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

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

TSL Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
1
Accounting policies
(Continued)
Page 5
1.13
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value.

 

When the outcome of a transaction involving the rendering of services can be estimated reliably, an entity shall recognise revenue associated with the transaction by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: (a) the amount of revenue can be measured reliably; (b) it is probable that the economic benefits associated with the transaction will flow

to the entity; (c) the stage of completion of the transaction at the end of the reporting period can

be measured reliably; and (d) the costs incurred for the transaction and the costs to complete the transaction can be measured reliably.

TSL Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 6
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful economic life of intangible assets

The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value.

Revenue recognition

When the outcome of a transaction involving the rendering of services can be estimated reliably, an entity shall recognise revenue associated with the transaction by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: (a) the amount of revenue can be measured reliably; (b) it is probable that the economic benefits associated with the transaction will flow to the entity; (c) the stage of completion of the transaction at the end of the reporting period can

be measured reliably; and (d) the costs incurred for the transaction and the costs to complete the transaction can be measured reliably.

3
Employees

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

2021
2020
Number
Number
Total
5
5
TSL Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
Page 7
4
Intangible fixed assets
Software Development
as restated
£
Cost
At 1 January 2021
591,060
Additions
151,951
At 31 December 2021
743,011
Amortisation and impairment
At 1 January 2021
470,368
Amortisation charged for the year
78,796
At 31 December 2021
549,164
Carrying amount
At 31 December 2021
193,847
At 31 December 2020
120,693
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2021
32,970
Additions
6,556
Disposals
(13,962)
At 31 December 2021
25,564
Depreciation and impairment
At 1 January 2021
25,989
Depreciation charged in the year
2,810
Eliminated in respect of disposals
(12,241)
At 31 December 2021
16,558
Carrying amount
At 31 December 2021
9,006
At 31 December 2020
6,981
TSL Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
Page 8
6
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
103,035
162,956
Corporation tax recoverable
81,115
38,094
Amounts owed by group undertakings
149,178
-
0
Other debtors
56,762
36,266
390,090
237,316
7
Creditors: amounts falling due within one year
2021
2020
as restated
£
£
Bank loans
35,000
-
0
Trade creditors
7,592
17,900
Amounts owed to group undertakings
231,045
-
0
Taxation and social security
61,255
111,327
Other creditors
185,953
133,850
520,845
263,077
8
Creditors: amounts falling due after more than one year
2021
2020
as restated
£
£
Bank loans and overdrafts
128,333
175,000

The bank holds a fixed and floating charge over the assets of the company.

9
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
102
102
102
102
TSL Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
Page 9
10
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 Esther Carder and the auditor was Moore Kingston Smith LLP.
11
Events after the reporting date

In February 2022,the company issued further shares to AFG Marketing Technologies Limited.

TSL Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2021
Page 10
12
Related party transactions

At the year end, an amount included in other creditors of £110,155 (2020: £87,115) was owed to the Directors.

13
Parent company

The immediate and ultimate parent company is AFG Marketing Technologies Limited, whose address is 6th Floor, Charlotte Building, Gresse Street, London, W1T 1QL . There is no ultimate controlling party.

 

Group accounts are prepared for AFG Marketing Technologies Limited, whose registered address is 6th Floor, Charlotte Building, 17 Gresse Street, London W1T 1QL, and copies of the accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

14
Prior period adjustment
Creditors greater than one year

Included in creditors greater than one year was an amount of £21,747 which was repaid in 2021. As a result of this, there has been a restatement to creditors which reduces the prior year creditors greater than one year by £21,474 and increased other creditors due within one year by £21,747

Intangible fixed assets

Included in intangibles brought forward were costs which should not have been capitalised as they do not meet the criteria for capitalisation. This has impacted the 2020 brought forward cost and amoritisation and the 2020 cost and amortisation. The impact prior to 2020 is a reduction in cost of £75,880 and amoritsation of £49,349 and a decrease in retained earnings of £26,531. The impact on the prior years accounts, is a reduction in additions of £2,514 and amortisation of £26,132 and an increase in profit of £23,617. The net impact brought forward on retained earnings in 2021 is £2,914.

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