TEGCO LIMITED
Company registration number 11961274 (England and Wales)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
TEGCO LIMITED
CONTENTS
Page
Group balance sheet
1
Company balance sheet
2
Notes to the financial statements
3 - 10
TEGCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
-
-
Tangible assets
4
8,545,589
8,390,279
Current assets
Debtors
7
180,959
108,612
Cash at bank and in hand
6,554
1,936
187,513
110,548
Creditors: amounts falling due within one year
8
(9,913,494)
(8,983,367)
Net current liabilities
(9,725,981)
(8,872,819)
Total assets less current liabilities
(1,180,392)
(482,540)
Provisions for liabilities
(811,517)
-
Net liabilities
(1,991,909)
(482,540)
Capital and reserves
Called up share capital
101
101
Profit and loss reserves
(1,992,010)
(482,641)
Total equity
(1,991,909)
(482,540)

The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 1 March 2024 and are signed on its behalf by:
01 March 2024
Mr G J Mutter
Director
Company registration number 11961274 (England and Wales)
TEGCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 2 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
4
925
1,166
Investments
5
100
100
1,025
1,266
Current assets
Stocks
3,431,056
3,378,086
Debtors
7
5,268,250
5,135,884
Cash at bank and in hand
6,397
1,758
8,705,703
8,515,728
Creditors: amounts falling due within one year
8
(9,566,198)
(8,962,144)
Net current liabilities
(860,495)
(446,416)
Total assets less current liabilities
(859,470)
(445,150)
Provisions for liabilities
(811,517)
-
Net liabilities
(1,670,987)
(445,150)
Capital and reserves
Called up share capital
101
101
Profit and loss reserves
(1,671,088)
(445,251)
Total equity
(1,670,987)
(445,150)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,225,837 (2021 - £442,309 loss).

These financial statements have been prepared 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 1 March 2024 and are signed on its behalf by:
01 March 2024
Mr G J Mutter
Director
Company registration number 11961274 (England and Wales)
TEGCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
1
Accounting policies
Company information

Tegco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o Dyke Yaxley Limited, 1 Brassey Road, Old Potts Way, Shrewsbury, Shropshire, SY3 7FA.

 

The group consists of Tegco Limited and its subsidiary Tegco Immingham Limited.

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 have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the consolidated financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Tegco Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

TEGCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.4
Going concern

Tegco Limited set up a 100% owned subsidiary, Tegco Immingham Limited in order to manage the development of a waste to energy power generation facility (Energy from Waste plant). This is hereby referred to as Project Immingham.

There is a lease in place for 31 years, for the site in which Project Immingham is situated. Planning permission has been obtained for the development of this land.

The directors of the company are engaged in negotiations to sell the shares in Tegco Immingham Limited. The lease, infrastructure and planning permissions are in place for Project Immingham to be taken through to commissioning and for the development of a Energy from Waste plant, located in Stallingborough, Immingham, North East Lincolnshire, UK.

 

The ongoing negotiation for the sale of Tegco Immingham Limited is positive, however there is support in place should the sale fall through, that Tegco Immingham Limited and Tegco Limited could take the project through to completion with additional external funding and from within the group.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and 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.

Amortisation of the intangible assets were only due to commence on commissioning of the site, but have been transferred to tangible fixed assets during the year.

1.6
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:

Leasehold improvements
31 years Straight Line
Fixtures & fittings
20% Straight Line

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 recognised in the profit and loss account.

Depreciation on the lease premium is charged over the term of the lease. Depreciation on other leasehold improvements only to commence on commissioning of the site under lease.

1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

TEGCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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).

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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 is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises all development costs incurred relating to Project Immingham.

 

At each reporting date an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less cost to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

 

For the purpose of consolidation, stock relating to Project Immingham has been reclassified to fixed assets. This is considered to be a more accurate reflection of the nature of the asset in relation to the group.

1.10
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

1.11
Equity instruments

Equity instruments issued by the group 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 group.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

TEGCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
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 group’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 if, and only if, there is 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.

1.13
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.14
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.

1.15
Retirement benefits

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

1.16
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 leased asset are consumed.

TEGCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 7 -
1.17
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
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
13,000
11,000
3
Employees

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

Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Total
3
2
3
2
4
Tangible fixed assets
Group
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2022
8,389,113
1,207
8,390,320
Additions
233,786
-
0
233,786
At 31 December 2022
8,622,899
1,207
8,624,106
Depreciation and impairment
At 1 January 2022
-
0
41
41
Depreciation charged in the year
78,235
241
78,476
At 31 December 2022
78,235
282
78,517
Carrying amount
At 31 December 2022
8,544,664
925
8,545,589
At 31 December 2021
8,389,113
1,166
8,390,279
TEGCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
4
Tangible fixed assets
(Continued)
- 8 -
Company
Plant and machinery etc
£
Cost
At 1 January 2022 and 31 December 2022
1,207
Depreciation and impairment
At 1 January 2022
41
Depreciation charged in the year
241
At 31 December 2022
282
Carrying amount
At 31 December 2022
925
At 31 December 2021
1,166

Land and buildings relates to the Lease Premium payments and other related leasehold improvements made in relation to the land lease in Tegco Immingham Limited.

 

5
Fixed asset investments
Group
Company
2022
2021
2022
2021
£
£
£
£
-
0
-
0
100
100
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022 and 31 December 2022
100
Carrying amount
At 31 December 2022
100
At 31 December 2021
100
6
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

TEGCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
6
Subsidiaries
(Continued)
- 9 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Tegco Immingham Limited
1 Brassey Road, Old Potts Way, Shrewsbury, Shropshire, SY3 7FA
Ordinary
100.00

The subsidiary company Tegco Immingham (company number 12201491) was exempt from audit under section 479a of the Companies Act 2006 for the year ending 31 December 2022.

7
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade debtors
-
0
60,001
-
0
-
0
Amounts owed by group
-
0
-
0
5,140,143
5,099,874
Other debtors
180,959
6,256
128,107
2,425
180,959
66,257
5,268,250
5,102,299
Amounts falling due after more than one year:
Deferred tax asset
-
42,355
-
33,585
Total debtors
180,959
108,612
5,268,250
5,135,884
8
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
£
£
£
£
Trade creditors
161,534
1,255,321
96,294
1,236,543
Amounts owed to group undertakings
6,532,399
5,472,168
6,532,400
5,472,168
Corporation tax payable
100
-
0
100
-
0
Other taxation and social security
14,003
8,454
14,003
8,454
Other creditors
3,205,458
2,247,424
2,923,401
2,244,979
9,913,494
8,983,367
9,566,198
8,962,144
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 issued on 1 March 202401 March 2024 and was unqualified.

TEGCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
9
Audit report information
(Continued)
- 10 -
The auditor was Elwyn Turner FCA (Senior Statutory Auditor) for and on behalf of Dyke Yaxley Limited.
10
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2022
2021
2022
2021
£
£
£
£
10,354,323
10,474,818
7,448
11,511
11
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2022
2021
2022
2021
£
£
£
£
Acquisition of tangible fixed assets
-
821,853
-
-

At the end of the year the company has the following capital commitments:

 

Lease premium            £Nil (2021: £Nil)    

 

13
Controlling party

The parent company of Tegco Limited is Tegco GmbH (a company registered in Austria) and its registered office is Gaudenzdorfer Gurtel 67, 1120 Wien, Austria.

 

The Ultimate Controlling Party is POLYTECHNIK Luft- und Feuerungstechnik GmbH, A-2564 Welssenbach, Hainfelderstrasse 69-71.

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