Company registration number 03277817 (England and Wales)
Tenos Limited
financial statements
For the year ended 30 June 2023
Tenos Limited
Contents
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
Tenos Limited
Balance sheet
As at 30 June 2023
30 June 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
2,599
7,054
Tangible assets
5
49,327
59,633
51,926
66,687
Current assets
Debtors
6
2,289,884
1,935,326
Cash at bank and in hand
1,585,747
1,266,300
3,875,631
3,201,626
Creditors: amounts falling due within one year
7
(1,103,134)
(1,144,897)
Net current assets
2,772,497
2,056,729
Total assets less current liabilities
2,824,423
2,123,416
Provisions for liabilities
(12,416)
(12,485)
Net assets
2,812,007
2,110,931
Capital and reserves
Called up share capital
25,090
25,090
Share premium account
66,809
66,809
Capital redemption reserve
520
520
Other reserves
166,505
129,173
Profit and loss reserves
2,553,083
1,889,339
Total equity
2,812,007
2,110,931
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 18 December 2023 and are signed on its behalf by:
Mr P M Hoban
Director
Company Registration No. 03277817
Tenos Limited
Statement of changes in equity
For the year ended 30 June 2023
- 2 -
Share capital
Share premium account
Capital redemption reserve
Share option reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 July 2021
25,090
66,809
520
39,706
1,216,741
1,348,866
Year ended 30 June 2022:
Profit and total comprehensive income for the year
-
-
-
-
1,203,577
1,203,577
Dividends
-
-
-
-
(7,790)
(7,790)
Distributions to parent charity under gift aid
-
-
-
-
(523,189)
(523,189)
Fair value adjustment
-
-
-
89,467
-
89,467
Balance at 30 June 2022
25,090
66,809
520
129,173
1,889,339
2,110,931
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
-
-
1,402,169
1,402,169
Dividends
-
-
-
-
(18,616)
(18,616)
Gift to trust
-
-
-
-
(719,809)
(719,809)
Other movements
-
-
-
37,332
-
37,332
Balance at 30 June 2023
25,090
66,809
520
166,505
2,553,083
2,812,007
Tenos Limited
Notes to the financial statements
For the year ended 30 June 2023
- 3 -
1
Accounting policies
Company information
Tenos Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 St. Peter's Square, Manchester, M2 3DE.
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 amounts in these financial statements are rounded to the nearest £.
The financial statements cover the company as an individual entity and have been prepared under the historical cost convention, modified to include the revaluation certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for fire engineering consultancy 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.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Tenos Limited
Notes to the financial statements (continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
- 4 -
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
4 Years
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:
Shorthold Lease
Over lease term
Plant and equipment
25% on cost
Fixtures and fittings
25% on cost
Computers
25% on cost
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
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.7
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.
Tenos Limited
Notes to the financial statements (continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
- 5 -
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.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
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.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Tenos Limited
Notes to the financial statements (continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
- 6 -
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.
1.10
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Tenos Limited
Notes to the financial statements (continued)
For the year ended 30 June 2023
1
Accounting policies
(Continued)
- 7 -
1.13
The company operates a share based compensation plan. The fair value of employee services received in exchange for the grant of options is recognised as an expense. The total to be expensed over the 4 year vesting period is determined by reference to the fair value of options granted. Non market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. The proceeds received net of any attributable transaction costs are credited to share capital (at the nominal value of the share) and the excess to share premium when the options are exercised.
The company has issued equity settled share options to employees. At the balance sheet date a total of 5,200 (2022: 2,325) share options remain. These are exercisable after a 4 year vesting period and would elapse if the employee leaves employment of Tenos Limited or 10 years from issue.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
44
35
Tenos Limited
Notes to the financial statements (continued)
For the year ended 30 June 2023
- 8 -
4
Intangible fixed assets
Other
£
Cost
At 1 July 2022 and 30 June 2023
76,167
Amortisation and impairment
At 1 July 2022
69,113
Amortisation charged for the year
4,455
At 30 June 2023
73,568
Carrying amount
At 30 June 2023
2,599
At 30 June 2022
7,054
5
Tangible fixed assets
Shorthold Lease
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 July 2022
55,838
25,411
79,454
169,382
330,085
Additions
22,290
22,290
At 30 June 2023
55,838
25,411
79,454
191,672
352,375
Depreciation and impairment
At 1 July 2022
55,838
25,310
74,623
114,681
270,452
Depreciation charged in the year
101
4,831
27,664
32,596
At 30 June 2023
55,838
25,411
79,454
142,345
303,048
Carrying amount
At 30 June 2023
49,327
49,327
At 30 June 2022
101
4,831
54,701
59,633
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,403,062
1,029,839
Gross amounts owed by contract customers
698,719
843,407
Other debtors
188,103
62,080
2,289,884
1,935,326
Tenos Limited
Notes to the financial statements (continued)
For the year ended 30 June 2023
- 9 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
29,158
19,829
Taxation and social security
652,442
708,477
Other creditors
421,534
416,591
1,103,134
1,144,897
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.
Senior Statutory Auditor:
Susan Redmond FCA
Statutory Auditor:
DJH Mitten Clarke Audit Limited
9
Financial commitments, guarantees and contingent liabilities
At the year end the company held a loan facility of £2.5 million with its bankers, who hold a fixed charge over all present freehold and leasehold property; first fixed charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and first floating charge over all assets and undertaking both present and future dated 29 June 2023.
Bankers also held a first legal charge dated 22 December 2022 over freehold property known as security cash deposits.
10
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
44,231
250,417
Tenos Limited
Notes to the financial statements (continued)
For the year ended 30 June 2023
- 10 -
11
Events after the reporting date
On 10 July 2023 the Board of Directors agreed that EMI share options could be exercised and subsequently sold, in addition to shares held by existing shareholders, to Tenos Trustees Limited, being the trustee company of the Tenos Employee Ownership Trust, for £4,675,389.
The company agreed to pay a contribution on completion, of £3,408,062 to the trustee company towards the purchase. This was funded by drawing down its existing bank loan facility of £2.5 million and the remainder from cash reserves. The remaining balance of £1,267,327 has been deferred until the bank loan is repaid. Such payments will be guaranteed and funded by the company as guarantor.
On 1 September 2023 the company entered into a new lease for its London office and has committed to pay rent of £233,580 across 2 years.
12
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
- £719,809 (2022: £523,189) was gifted to an Enterprise Ownership Trust which controls the company, to help the trust meet its costs.