Company Registration No. 08891950 (England and Wales)
CONFIRMATION.COM UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
PAGES FOR FILING WITH REGISTRAR
CONFIRMATION.COM UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
CONFIRMATION.COM UK LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2019
31 December 2019
- 1 -
2019
2018
Notes
£
£
£
£
Fixed assets
Tangible assets
4
-
7,822
Current assets
Debtors
5
1
84,337
Cash at bank and in hand
-
375,215
1
459,552
Creditors: amounts falling due within one year
6
-
(167,297)
Net current assets
1
292,255
Total assets less current liabilities
1
300,077
Provisions for liabilities
-
(1,330)
Net assets
1
298,747
Capital and reserves
Called up share capital
8
1
1,000
Profit and loss reserves
-
297,747
Total equity
1
298,747
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 11 August 2020 and are signed on its behalf by:
W D Rowell
Director
Company Registration No. 08891950
CONFIRMATION.COM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
- 2 -
1
Accounting policies
Company information
Confirmation.com UK Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Acre House, 11-15 William Road, London, NW1 3ER, United Kingdom.
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.
1.2
Going concern
Following a change during the year in the ultimate ownership of the group, on 1 October 2019 the trade and assets of the company were sold to Thomson Reuters (Professional) UK Limited and the company has ceased trading. As required by UK accounting standards, the directors have prepared the financial statements on the basis that the company is no longer a going concern. No material adjustments arose as a result of ceasing to apply the going concern basis.
true
As stated in note 11, the directors have considered the impact of the Covid-19 outbreak on the company. However, as the company sold its trade to Thomson Reuters (Professional) UK Limited on 1 October 2019 and has ceased activity, the outbreak will not affect the company.
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
.
Turnover consists of service fee income. The company receives service fees income under the terms of an intra-group service agreement with its immediate parent undertaking for the provision of marketing and sales services. The service fees income is recognised as the service is provided to the immediate parent undertaking. The fees are determined by way of an uplift on costs which the company incurs in providing the services.
1.4
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
25% reducing balance
CONFIRMATION.COM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 3 -
1.5
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.
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
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, including creditors
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 receipts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.6
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.
1.7
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.
CONFIRMATION.COM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 4 -
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.
1.8
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.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.10
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the
Black-Scholes
model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.11
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 are included in the profit and loss account for the period.
2
Exceptional costs/(income)
2019
2018
£
£
Profit on sale of assets
(677,762)
-
The profit on sale of trade and assets arose from consideration paid less the book value of the assets disposed of.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was 10 (2018 - 10).
CONFIRMATION.COM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 5 -
4
Tangible fixed assets
Fixtures, fittings & equipment
£
Cost
At 1 January 2019
16,758
Disposals
(16,758)
At 31 December 2019
-
Depreciation and impairment
At 1 January 2019
8,936
Depreciation charged in the year
1,467
Eliminated in respect of disposals
(10,403)
At 31 December 2019
-
Carrying amount
At 31 December 2019
-
At 31 December 2018
7,822
On 1 October 2019, when the trade and assets were transferred to Thomson Reuters (Professional) UK Limited, all fixtures, fittings and equipment were disposed of at nil value.
5
Debtors
2019
2018
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
39,703
Other debtors
1
44,634
1
84,337
6
Creditors: amounts falling due within one year
2019
2018
£
£
Trade creditors
-
11,430
Corporation tax
-
29,581
Other taxation and social security
-
28,281
Other creditors
-
1,322
Accruals and deferred income
-
96,683
-
167,297
CONFIRMATION.COM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 6 -
7
Share-based payment transactions
Number of share options
Weighted average exercise price
2019
2018
2019
2018
Number
Number
£
£
Outstanding at 1 January 2019 and 31 December 2019
-
25,000
-
2.16
Exercisable at 31 December 2019
-
12,500
-
2.16
On 1 October 2019, all employees were transferred to Thomson Reuters (Professional) UK Limited. As such, the employee effectively resigned from employment with Confirmation.com UK Limited and the share options were forfeited as a result.
8
Called up share capital
2019
2018
£
£
Ordinary share capital
Issued and fully paid
1,000 (2018: 1,000) Ordinary shares of £0.001 (2018: £1) each
1
1,000
1
1,000
During the year a special resolution was passed, reducing the nominal value of the shares from £1 to £0.001.
9
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.
Emphasis of matter - financial statements prepared on a basis other than going concern
We draw attention to note 1.2 to the financial statements which explains that following the sale of the company’s trade, assets and liabilities, the company has now ceased operations. Therefore the director does not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 1.2. Our opinion is not qualified in respect of this matter.
The senior statutory auditor was Ross Fabian.
The auditor was HW Fisher.
CONFIRMATION.COM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 7 -
10
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
£
£
-
84,790
11
Post balance sheet events
The directors have considered the impact of the Covid-19 outbreak on the company. However, as the business sold its trade and assets to Thomson Reuters (Professional) UK Limited on 1 October 2019 and has ceased activity, the outbreak will not affect the company.
12
Parent company and controlling party
The
parent company changed on 12 September 2019 from
Capital
Confirmation Inc,
a company incorporated in the USA
, to TR (Holdings) Limited, a company incorporated in Bermuda. The most senior parent entity producing publicly available financial statements is Thomson Reuters Corporation. These financial statements are available upon request from Five Canada Square, Canary Wharf, London, E14 5AQ and are publicly available at www.thomsonreuters.com. The address of Thomson Reuters Corporation is: 65 Queen Street West, Suite 2400, Toronto, Ontario, M5H 2M8, Canada.