REGISTERED NUMBER: SC242071 (Scotland) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 March 2024 |
for |
TSQUARED GROUP LIMITED |
REGISTERED NUMBER: SC242071 (Scotland) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 March 2024 |
for |
TSQUARED GROUP LIMITED |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 7 |
Report of the Independent Auditors | 9 |
Consolidated Income Statement | 13 |
Consolidated Other Comprehensive Income | 14 |
Consolidated Balance Sheet | 15 |
Company Balance Sheet | 16 |
Consolidated Statement of Changes in Equity | 17 |
Company Statement of Changes in Equity | 18 |
Consolidated Cash Flow Statement | 19 |
Notes to the Consolidated Cash Flow Statement | 20 |
Notes to the Consolidated Financial Statements | 21 |
TSQUARED GROUP LIMITED |
Company Information |
for the Year Ended 31 March 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditor |
29 Brandon Street |
Hamilton |
ML3 6DA |
BANKERS: | Bank of Scotland |
41 Princes Mall |
East Kilbride |
G74 1LS |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
The directors present their strategic report of the company and the group for the year ended 31 March 2024. |
TSquared Group Ltd is a UK based contractor involved in the provision of specialist design, construction, maintenance and validation services. |
REVIEW OF BUSINESS |
A summary of the results of trading for the 31 March 2024 is provided within the attached financial statements. |
The directors are satisfied with the results achieved by the group during the year, which were broadly in line with expectations, following the end of certain major projects in the previous year. |
Based on a year to year comparison of the results of the group: |
- Turnover decreased by 18% to £40,401,508 from £49,542,710 |
- Gross profit decreased to £16,253,760 (40%) from £19,653,781 (40%), |
- Net profit decreased to £14,321,044 (35%) from £15,548,827 (31%), and |
- There was 1 lost time incident during the current year down from 2 during the previous year. |
Overall, the group has continued to trade profitability during the year. |
The directors consider that the financial performance of the business and its future growth prospects remain strong, particularly following the acquisition of T-Squared Validair Ltd during the year, and that the group remained in a healthy financial position at the year end. |
The group's key performance indicators are turnover, gross profit, net profit and lost time injuries (LTI's). |
PRINCIPAL RISKS AND UNCERTAINTIES |
The group's operations expose it to a variety of financial risks that include performance risk, operational risk, credit risk, liquidity risk and price risk. The directors recognise their overall responsibility for the group's systems and internal control. The controls are designed to manage as opposed to completely eliminate risk. |
The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the group by regularly reviewing and monitoring individual contract balances and ensuring adequate funding is in place for any given contract. |
Performance risk is minimised through accurately budgeting and costing individual projects at the outset and then monitoring the performance on these projects through to completion. The performance of the group and the individual companies within the group is monitored through monthly management accounts which are reviewed at regular board meetings. |
Operational risk is minimised through having robust health and safety and quality assurance policies and procedures in place as well as the development of a positive health and safety culture throughout the group. |
Credit risk is minimised by requiring the appropriate credit checks on potential customers, working with reputable customers, agreeing regular payment terms on larger contracts and having strict credit controls. The amount of exposure to any individual customer is also assessed and controlled. |
Liquidity risk is minimised through the retention of a healthy level of group reserves and funds in the bank. At present the group is not reliant on any bank facilities. |
Price risk relating to price increases is minimised by agreeing fixed prices with individual suppliers, maintaining strong long-standing supplier relationships, and sourcing goods and services from multiple suppliers to ensure competitive pricing. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
SECTION 172(1) STATEMENT |
The Companies Act 2006 requires company directors to state how they have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 when performing their duties under section 172. |
These are as follows: |
(a) | the likely consequences of any decision in the long term, |
(b) | the interests of the group's employees, |
(c) | the need to foster the group's business relationships with suppliers, customers and others, |
(d) | the impact of the group's operations on the community and the environment, |
(e) | the desirability of the group maintaining a reputation for high standards of business conduct, and |
(f) | the need to act fairly between members of the group. |
The consideration given to each of these matters and how we have engaged with various stakeholders during the year is set out below. |
Clients |
The group has built a strong reputation in the marketplace, with our purpose to "create space for genius" founded upon 3 strategic pillars of innovation, employee success and client success. |
The group has built strong relationships with its clients in recent years by fostering a culture that strives to exceed expectations during the full project life cycle, and by delivering innovative, energy efficient and cost-effective solutions for their benefit. |
The success of this strategy is reflected by our long-term growth and high levels of key customer retention rates. We continue to secure major projects and maintenance agreements with multinational life sciences, aerospace and defence, battery, quantum technologies, space, medical and pharmaceutical, electronics and semiconductors clients and government agencies, in addition further expanding our technical support service offering, through the acquisition and integration of T-Squared Validair Ltd in July 2023. |
The Directors consider that the ongoing delivery of our strategy is most likely to promote the long term, sustainable success of the group for its members and stakeholders as a whole. |
Employees |
The development and wellbeing of our employees is critically important to the delivery of the group strategy. |
We have provided our staff with regular and varied internal & externally accredited training through the year. We continue to develop and implement individual employee training plans to ensure that all our staff remain at the leading edge of industry standards, knowledge and developments. |
To further support the welfare of our employees, we trained an additional 2 Mental Health First Aiders during the year, with a total of seven trained individuals across the group. We now have at least 1 Mental Health First Aider located in all division & key locations across the Group, fulfilling a long-term objective for the group. This includes T-Squared Validair Ltd who we successfully acquired in July 2023. |
The health and safety of our employees remains of paramount importance in all our activities with regular health & safety training provided to all staff. The group holds ISO45011 accreditation with IEC and is certified with both CHAS and SafeContractor, providing external independent validation of our commitment to health and safety, our health and safety management system and the robust processes in place. In addition, the group also secured a silver award from the Royal Society for the Prevention of Accidents (ROSPA) during the year. |
We have continued to invest and develop our Health & Safety software (Assure SHE by Evotix) to improve our working practices, risk management, compliance and reporting capabilities. We have now completed the implementation of this system in our Projects division and will shortly commence the process of expanding the use of this software to our Technical Service division. |
As reported above, we had 1 lost time incident during the current year across all our operations. This incident consisted of a minor cut to the hand of a subcontractor's employee, requiring on-site first aid to be administered. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
Suppliers |
We recognise the importance of maintaining strong supplier relationships in delivering our strategy. |
We strive to maintain long-term working relationships with reputable suppliers and sub-contractors to ensure that the quality and availability of materials and services required to meet our clients' expectations. We work closely with our subcontractors to ensure that health and safety risks and environmental aspects on our sites are understood and managed effectively. |
The group policy is to ensure that payments to suppliers and subcontractors are made on a timely basis, in accordance with our agreed terms and conditions. We routinely monitor our payment statistics along with our credit score and limit to ensure that our practices & processes are helping to maintain and develop our supplier relationships. |
During the year ended 31 March 24, the group took an average of 41 days from the invoice date to payment date. |
Shareholders |
The controlling shareholders of the group, all of whom are current or former employees, meet regularly to ensure that their interests are appropriately reflected in the group strategy. The interests of minority shareholders across the group are represented through their active involvement in those businesses in which they have a shareholding. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
ENVIRONMENT |
The group is committed to a positive and responsible course of action with regard to those aspects of the business which impact upon the environment. We seek to act in accordance with good practice, preserving and, where possible, enhancing the quality of the environment that we operate in. |
Our commitment to the environment is demonstrated by our Environmental Management System which meets the requirements of ISO14001. The system is focused upon preventing pollution and continuously improving our performance with respect to environmental matters. |
Key steps in our procedures include pre-commencement environmental impact reviews; improved employee awareness through regular training; thought leadership articles; stringent waste management processes and the delivery of highly energy efficient solutions for our clients, alongside a focus on reducing and recycling materials and waste, where possible. |
The group's GHG emissions and energy consumption for the year were as follows: |
- | The annual quantity of GHG emissions (CO2 equivalent) resulting from activities involving the combustion of gas or consumption of fuel for the purposes of transport was 356mT (FY23: 257mT). The annual energy consumption from this source was equivalent to 1,403,357kWh (FY23: 1,103,417 kWh). |
- | The annual quantity of GHG emissions (CO2 equivalent) resulting from the purchase of electricity for its own use, including for the purpose of transport was 3mT (FY23: 4mT). The annual energy consumption from this source was equivalent to 55,563 kWh (FY23: 88,637 kWh). |
- | The total annual quantity of GHG emissions (CO2 equivalent) from both sources was 359mT (FY23: 261 mT). The annual energy consumption was 1,458,920 kWh (FY23: 1,192,054 kWh). |
- | The intensity ratio mT in CO2e per £1m in revenue was 8.89mT (FY23: 5.26mT). The intensity ratio mT in in CO2e per staff member was 3.52mT (FY23: 3.19mT). |
We have followed the 2019 HM Government Environmental Reporting Guidelines in calculating & reporting our GHG emissions and energy consumptions. We have applied the "majority approach" and used the 2023 UK Government GHG Conversion Factors for Company Reporting in the current year (2022 UK Government GHG Conversion Factors in the prior year). |
The increase in absolute GHG emissions and intensity ratios between the previous year and current year can largely be explained by: |
- | The acquisition of T-Squared Validair Ltd, which added 18 staff and 2 offices to the Group. T-Squared Validair Ltd predominantly consists of mobile test & validation engineers and hence has a disproportionately high level of fuel use, compared to the wider Group average. |
- | An increased proportion of electricity provided from non-renewable sources following the addition of T-Squared Validair Ltd's two offices to the Group. These two properties are noticeably less energy efficient than our existing offices. |
- | A change to the composition of Group turnover. The proportion of turnover generated from our Service division has increased from c.16% to c.29% in FY24. Our Service division predominantly consists of mobile service engineers and hence has a disproportionately high level of fuel use, compared to the wider Group average. |
- | Updated UK Government GHG conversion factors for 2023. For reference, our annual GHG emissions utilizing current year consumption & 2022 Conversion Factors would see a reduction in our GHG emissions to 3.49mT. |
For the avoidance of doubt, the figures noted above for FY24 incorporate the full 12 months of GHG emissions generated by T-Squared Validair Ltd. Our trading results incorporate 10 months (1 July 23 to 31 March 24). |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Group Strategic Report |
for the Year Ended 31 March 2024 |
The principal actions that we have already taken to reduce our energy consumption and our GHG emissions include: |
- | Installed PV panels to the roof of our Glasgow office. Our PV panels became operational in July 2023 and have contributed to a c.30,000kWh (42%) reduction in our electric purchase in the year. This has provided a CO2e saving of 6.15mT in the year. |
- | Adopted the use of 100% renewable sources for the remainder of electricity purchased for our Glasgow office. This has provided a CO2e saving of 7.83mT in the year. |
- | Installed 2 x EV chargers at our Glasgow office to encourage the adoption of low/zero carbon emitting hybrid & electric vehicles. These EV chargers, operational from July 2023, are powered by our PV panels & renewable energy supply. For the purposes of our reporting, we have assumed that all business mileage driven by electric & hybrid vehicles in our fleet utilize power supplied by the National Grid, however, evidently a proportion of this business mileage (and our staff members own personal mileage) will be powered from these EV chargers which provide net zero energy. |
- | Changed our electric supply for the main T-Squared Validair Ltd office in Durham to predominantly renewable sources. This new contract commences on 1 September 2024 will help limit our net GHG emissions in FY25. |
- | We will continue to lobby our serviced office providers to switch to 100% renewable sources in the coming 12 months. |
- | Taking steps to appropriately size of vehicle fleet. This has resulted in the replacement of a number of older large commercial vehicles with new smaller compact commercial vehicles providing both fuel efficiencies & reduced GHG emission levels. This process commenced in FY24 with 7% of our fleet replaced with smaller vehicles. A further 5% of the fleet will convert in September 2024. We anticipate that this process will continue over the next 3-4 year period until c.40% of our fleet consists of smaller compact commercial vehicles. |
GOING CONCERN |
The directors have assessed the group as having sufficient resources to meet the expected ongoing costs of the business for a period of at least 12 months from the date of signing the financial statements. As a result they have continued to adopt the going concern basis when preparing the financial statements. |
ON BEHALF OF THE BOARD: |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Report of the Directors |
for the Year Ended 31 March 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of the provision of specialist design, construction, maintenance and validation services. |
DIVIDENDS |
Interim dividends per share were paid as follows: |
A Ordinary £1 shares |
A dividend of £854.80 per share was paid on 11 August 2023. |
A dividend of £9.60 per share was paid on 11 August 2023. Shareholders owning 27.78% of the issued A Ordinary shares waived their right to this dividend. |
A dividend of £5.60 per share was paid on 11 August 2023. Shareholders owning 27.78% of the issued A Ordinary shares waived their right to this dividend. |
B Ordinary £1 shares |
A dividend of £870.00 per share was paid on 11 August 2023. |
C Ordinary £1 shares |
A dividend of £870.00 per share was paid on 11 August 2023. |
The total distribution of dividends for the year ended 31 March 2023 will be £8,662,000. |
FUTURE DEVELOPMENTS |
Based on current budgets, the directors are confident that the group will continue to trade profitably. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
FINANCIAL INSTRUMENTS |
The group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are all conducted in sterling. The group does not enter into any hedging transactions. |
POST BALANCE SHEET EVENTS |
There are no matters to report as post balance sheet events. |
DISCLOSURE IN THE STRATEGIC REPORT |
The review of the group's business and the description of the principal risks and uncertainties facing the group are disclosed in the strategic report. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Report of the Directors |
for the Year Ended 31 March 2024 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Sharles Audit Limited, have indicated their willingness to be reappointed for another term and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
TSquared Group Limited |
Opinion |
We have audited the financial statements of TSquared Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
TSquared Group Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page eight, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
TSquared Group Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. |
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. |
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team: |
- | obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework; |
- | inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; |
- | discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. |
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from internal/external tax advisors. |
The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to health and safety. We performed audit procedures to inquire of management and those charged with governance whether the group and company is in compliance with these law and regulations and inspected correspondence with regulatory authorities. |
The audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, challenging judgments and estimates applied in the year end adjustments to account for contract revenue and expenditure. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
TSquared Group Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
29 Brandon Street |
Hamilton |
ML3 6DA |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Consolidated |
Income Statement |
for the Year Ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER | 40,401,508 | 49,542,710 |
Cost of sales | 24,147,748 | 29,888,929 |
GROSS PROFIT | 16,253,760 | 19,653,781 |
Administrative expenses | 3,224,204 | 4,325,780 |
13,029,556 | 15,328,001 |
Interest receivable and similar income | 1,291,658 | 220,826 |
14,321,214 | 15,548,827 |
Interest payable and similar expenses | 5 | 170 | - |
PROFIT BEFORE TAXATION | 6 | 14,321,044 | 15,548,827 |
Tax on profit | 7 | 3,658,326 | 3,017,333 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 10,101,186 | 11,909,873 |
Non-controlling interests | 561,532 | 621,621 |
10,662,718 | 12,531,494 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Consolidated |
Other Comprehensive Income |
for the Year Ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 10,662,718 | 12,531,494 |
OTHER COMPREHENSIVE INCOME |
Share based payment transfer | 111,712 | - |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
111,712 |
- |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
10,774,430 |
12,531,494 |
Total comprehensive income attributable to: |
Owners of the parent | 10,212,898 | 11,909,873 |
Non-controlling interests | 561,532 | 621,621 |
10,774,430 | 12,531,494 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Consolidated Balance Sheet |
31 March 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 738,041 | - |
Tangible assets | 11 | 841,132 | 304,235 |
Investments | 12 | - | - |
1,579,173 | 304,235 |
CURRENT ASSETS |
Stocks | 13 | 283,728 | 1,095,095 |
Debtors | 14 | 6,492,599 | 6,315,783 |
Cash at bank and in hand | 32,416,844 | 33,453,348 |
39,193,171 | 40,864,226 |
CREDITORS |
Amounts falling due within one year | 15 | 19,091,978 | 21,514,654 |
NET CURRENT ASSETS | 20,101,193 | 19,349,572 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
21,680,366 |
19,653,807 |
CREDITORS |
Amounts falling due after more than one year |
16 |
(240,000 |
) |
- |
PROVISIONS FOR LIABILITIES | 18 | (165,237 | ) | (7,853 | ) |
NET ASSETS | 21,275,129 | 19,645,954 |
CAPITAL AND RESERVES |
Called up share capital | 19 | 10,000 | 10,000 |
Share option reserve | 20 | 111,712 | - |
Retained earnings | 20 | 20,351,216 | 18,912,030 |
SHAREHOLDERS' FUNDS | 20,472,928 | 18,922,030 |
NON-CONTROLLING INTERESTS | 21 | 802,201 | 723,924 |
TOTAL EQUITY | 21,275,129 | 19,645,954 |
The financial statements were approved by the Board of Directors and authorised for issue on 4 September 2024 and were signed on its behalf by: |
A Simpson - Director |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Company Balance Sheet |
31 March 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
16 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Retained earnings | 20 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 9,386,758 | 6,509,884 |
The financial statements were approved by the Board of Directors and authorised for issue on |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 March 2024 |
Called up | Share |
share | Retained | option |
capital | earnings | reserve |
£ | £ | £ |
Balance at 1 April 2022 | 10,000 | 13,288,157 | - |
Changes in equity |
Dividends | - | (6,286,000 | ) | - |
Total comprehensive income | - | 11,909,873 | - |
10,000 | 18,912,030 | - |
Acquisition of non-controlling interest |
- |
- |
- |
Balance at 31 March 2023 | 10,000 | 18,912,030 | - |
Changes in equity |
Dividends | - | (8,662,000 | ) | - |
Total comprehensive income | - | 10,101,186 | 111,712 |
Balance at 31 March 2024 | 10,000 | 20,351,216 | 111,712 |
Non-controlling | Total |
Total | interests | equity |
£ | £ | £ |
Balance at 1 April 2022 | 13,298,157 | 729,556 | 14,027,713 |
Changes in equity |
Dividends | (6,286,000 | ) | (513,985 | ) | (6,799,985 | ) |
Total comprehensive income | 11,909,873 | 621,621 | 12,531,494 |
18,922,030 | 837,192 | 19,759,222 |
Acquisition of non-controlling interest |
- |
(113,268 |
) |
(113,268 |
) |
Balance at 31 March 2023 | 18,922,030 | 723,924 | 19,645,954 |
Changes in equity |
Dividends | (8,662,000 | ) | (483,255 | ) | (9,145,255 | ) |
Total comprehensive income | 10,212,898 | 561,532 | 10,774,430 |
Balance at 31 March 2024 | 20,472,928 | 802,201 | 21,275,129 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Company Statement of Changes in Equity |
for the Year Ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 April 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2023 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2024 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Consolidated Cash Flow Statement |
for the Year Ended 31 March 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 10,983,160 | 14,416,173 |
Interest element of hire purchase or finance lease rental payments paid |
(170 |
) |
- |
Tax paid | (2,688,004 | ) | (4,063,118 | ) |
Net cash from operating activities | 8,294,986 | 10,353,055 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (868,283 | ) | (328,711 | ) |
Purchase of tangible fixed assets | (614,811 | ) | (195,166 | ) |
Sale of tangible fixed assets | 70,108 | 30,116 |
Acquisition of subsidiary undertaking | (64,907 | ) | - |
Interest received | 1,291,658 | 220,826 |
Net cash from investing activities | (186,235 | ) | (272,935 | ) |
Cash flows from financing activities |
Acquisition of non-controlling interest | - | (113,268 | ) |
Equity dividends paid | (8,662,000 | ) | (6,286,000 | ) |
Dividends to non-controlling interests | (483,255 | ) | (513,985 | ) |
Net cash from financing activities | (9,145,255 | ) | (6,913,253 | ) |
(Decrease)/increase in cash and cash equivalents | (1,036,504 | ) | 3,166,867 |
Cash and cash equivalents at beginning of year |
2 |
33,453,348 |
30,286,481 |
Cash and cash equivalents at end of year | 2 | 32,416,844 | 33,453,348 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 March 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation | 14,321,044 | 15,548,827 |
Depreciation charges | 372,373 | 483,596 |
Profit on disposal of fixed assets | (9,775 | ) | (25,295 | ) |
Finance costs | 170 | - |
Finance income | (1,291,658 | ) | (220,826 | ) |
13,392,154 | 15,786,302 |
Decrease in stocks | 811,367 | 41,723 |
(Increase)/decrease in trade and other debtors | (362,336 | ) | 3,301,855 |
Decrease in trade and other creditors | (2,858,025 | ) | (4,713,707 | ) |
Cash generated from operations | 10,983,160 | 14,416,173 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2024 |
31.3.24 | 1.4.23 |
£ | £ |
Cash and cash equivalents | 32,416,844 | 33,453,348 |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 33,453,348 | 30,286,481 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.4.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 33,453,348 | (1,036,504 | ) | 32,416,844 |
33,453,348 | (1,036,504 | ) | 32,416,844 |
Total | 33,453,348 | (1,036,504 | ) | 32,416,844 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
1. | STATUTORY INFORMATION |
TSquared Group Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | STATEMENT OF COMPLIANCE |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. There were no material departures from that standard. |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The directors have assessed the group as having sufficient resources to meet the expected ongoing costs of the business for a period of at least 12 months from the date of signing the financial statements. As a result they have continued to adopt the going concern basis when preparing the financial statements. |
Basis of consolidation |
The consolidated group financial statements consist of the financial statements of the parent company and all the subsidiary companies which it controls either directly or indirectly. |
Intercompany transactions and balances between group companies are eliminated on consolidation. |
The share of non-controlling interests in subsidiary companies is presented under the heading non-controlling interests in the consolidated balance sheet. Their share in the profit or loss for the year is disclosed as income attributable to non-controlling interests in the consolidated income statements. |
The financial statements of all subsidiary companies are prepared to the same reporting date as the parent company. All subsidiary companies have been consolidated. |
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 directly attributable costs. |
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. |
Significant judgements and estimates |
In the application of the group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Key accounting estimate - contract balances |
Contract balances which includes work in progress and long term contracts within stock and payments on account within creditors are determined using estimates based on the stage of completion of individual contracts. These contract balances are regularly reviewed and updated. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
3. | ACCOUNTING POLICIES - continued |
Turnover and revenue recognition |
Turnover is derived from various activities performed by the group as a contractor providing specialist design, construction and servicing for controlled environments and business critical facilities. This includes construction contracts, maintenance contracts and other small works either on a fixed price or time and materials basis. |
When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, turnover and costs are recognised over the period of the contract. |
When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately. |
When the outcome of a construction contract cannot be estimated reliably, contract turnover is recognised only to the extent of contract costs that it is probable will be recovered. |
Contract costs include direct costs incurred in securing the contract that can be separately identified and measured reliably, if it is probable that the contract will be obtained. Costs incurred in securing a contract which have been expensed as incurred, are not included in contract costs if the contract is subsequently obtained. |
The Group uses the "percentage of completion method" to determine the appropriate amount to recognise in a given period usually with reference to work invoiced for on a monthly basis. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded for contract costs in determining the stage of completion. These costs are presented as long term contracts provided it is probable they will be recovered. Where invoiced turnover exceeds the value of works completed to date the balance is reflected within creditors as payments on account. On larger projects a 5% defects provision is made at completion and released over the defects period of the contract. |
Revenue in relation to maintenance contracts is recognised as costs are incurred. Work in progress is recognised in relation to minor additional works where the cost has been incurred and it is probable that the consideration due will be received. |
Goodwill |
Goodwill paid in connection with the acquisition of additional shares in a subsidiary undertaking from a non-controlling interest in March 2023 was amortised in full in the year of acquisition. |
Goodwill paid in connection with the acquisition of a subsidiary undertaking in June 2023 is being amortised over its estimated useful life of 5 years. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
3. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
At each balance sheet date, the group reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of the asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
Expenditure of £1,000 or more on individual tangible fixed assets is capitalised at cost. Expenditure on assets below this threshold is charged directly to the income statement in the period it is incurred. |
Stocks, work in progress and long term contracts |
Work in progress (except on long term contracts) is valued at the lower of cost and expected selling price less costs to complete, after making due allowance for any expected losses. |
Cost includes all direct expenditure and overheads incurred in relation to individual contracts. |
Long term contracts are stated at net cost less foreseeable losses less any applicable payments on account. The amount recorded as turnover in respect of long term contracts is ascertained by reference to the value of the work carried out to date. Attributable profit is recognised as the difference between recorded turnover and related costs. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
3. | ACCOUNTING POLICIES - continued |
Basic 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, in full, to all of its financial instruments. |
Recognition and measurement of financial instruments: |
Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument. |
Classification of financial instruments: |
Financial instruments are classified as liabilities and equity instruments 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 group after deducting all of its liabilities. |
Trade, group and other debtors: |
Trade, group and other debtors (including accrued income) which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses. |
Where the arrangement with a debtor constitutes a financing transaction, the debtor is initially measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument and subsequently measured at amortised cost, using the effective interest method. The effective interest rate is the market rate used to determine initial measurement adjusted to amortise directly attributable transaction costs. |
A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss. |
Cash and cash equivalents: |
Cash and cash equivalents comprise cash at bank and on hand and demand deposits with banks. |
Trade creditors, group and other creditors: |
Trade, group and other creditors (including accruals) payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being transaction price less any amounts settled. |
Where the arrangement with a creditor constitutes a financing transaction, the creditor is initially measured at the present value of future payments discounted at a market rate of interest for a similar instrument and subsequently measured at amortised cost, being transaction price less any amounts settled and the cumulative amortisation (using the effective interest method) of any difference between the amount at initial recognition and the maturity amount. The effective interest rate is the rate that discounts estimated future cash payments to the carrying amount of the financial liability. |
Derecognition of financial assets and liabilities: |
A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some (but not substantially all) 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. |
A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
3. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Provisions |
Provisions are recognised when the group has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefit swill be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. |
Employee benefits |
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
3. | ACCOUNTING POLICIES - continued |
Share based payments |
Equity settled shared based payment arrangements are measured at fair value. The fair value is determined at each year based on an estimated valuation of the company using a multiplier of EBITDA which is then discounted for non-controlling interests and other relevant factors. Movements in the fair value are recognised in the profit and loss account over the estimated vestment period of the share options. The estimated vestment period over which share options are expected to be exercised is considered each year end. |
4. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 6,050,097 | 5,372,297 |
Social security costs | 701,729 | 675,678 |
Other pension costs | 326,782 | 140,252 |
7,078,608 | 6,188,227 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Group directors | 7 | 7 |
Administration | 14 | 8 |
Operational | 81 | 67 |
2024 | 2023 |
£ | £ |
Directors' remuneration | 980,506 | 1,068,878 |
Directors' pension contributions to money purchase schemes | 21,478 | 45,163 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 5 | 5 |
Information regarding the highest paid director is as follows: |
2024 | 2023 |
£ | £ |
Emoluments etc | 366,693 | 457,590 |
Pension contributions to money purchase schemes | 3,826 | 36,321 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Hire purchase | 170 | - |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
6. | PROFIT BEFORE TAXATION |
The profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Other operating leases | 175,304 | 144,068 |
Depreciation - owned assets | 241,407 | 154,885 |
Depreciation - assets on hire purchase contracts or finance leases | 724 | - |
Profit on disposal of fixed assets | (9,775 | ) | (25,295 | ) |
Goodwill amortisation | 130,242 | 328,711 |
Auditors' remuneration | 15,000 | 14,000 |
Auditors' remuneration for other non audit services | 56,345 | 37,800 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax | 3,548,873 | 2,993,330 |
Deferred tax | 109,453 | 24,003 |
Tax on profit | 3,658,326 | 3,017,333 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Profit before tax | 14,321,044 | 15,548,827 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
3,580,261 |
2,954,277 |
Effects of: |
Expenses not deductible for tax purposes | 84,853 | 65,672 |
Capital allowance super-deduction | - | (4,500 | ) |
Tax charged at different rates | 20,680 | 1,884 |
Pre-acquisition profits of subsidiary | (27,468 | ) | - |
Total tax charge | 3,658,326 | 3,017,333 |
Tax effects relating to effects of other comprehensive income |
2024 |
Gross | Tax | Net |
£ | £ | £ |
Share based payment transfer | 111,712 | - | 111,712 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
2024 | 2023 |
£ | £ |
A Ordinary shares of £1 each |
Interim | 7,792,000 | 5,656,000 |
B Ordinary shares of £1 each |
Interim | 435,000 | 315,000 |
C Ordinary shares of £1 each |
Interim | 435,000 | 315,000 |
8,662,000 | 6,286,000 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 April 2023 | 328,711 |
Additions | 868,283 |
At 31 March 2024 | 1,196,994 |
AMORTISATION |
At 1 April 2023 | 328,711 |
Amortisation for year | 130,242 |
At 31 March 2024 | 458,953 |
NET BOOK VALUE |
At 31 March 2024 | 738,041 |
At 31 March 2023 | - |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
11. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Plant and | and | Motor | Computer |
machinery | fittings | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 April 2023 | - | 7,285 | 710,675 | 7,637 | 725,597 |
Additions | 45,994 | 62,181 | 469,224 | 37,412 | 614,811 |
Disposals | - | - | (169,361 | ) | - | (169,361 | ) |
On acquisition by group | 435,278 | 333 | 96,175 | 62,145 | 593,931 |
At 31 March 2024 | 481,272 | 69,799 | 1,106,713 | 107,194 | 1,764,978 |
DEPRECIATION |
At 1 April 2023 | - | 3,339 | 416,683 | 1,340 | 421,362 |
Charge for year | 28,657 | 17,367 | 186,645 | 9,462 | 242,131 |
Eliminated on disposal | - | - | (109,028 | ) | - | (109,028 | ) |
On acquisition by group | 286,771 | 333 | 25,408 | 56,869 | 369,381 |
At 31 March 2024 | 315,428 | 21,039 | 519,708 | 67,671 | 923,846 |
NET BOOK VALUE |
At 31 March 2024 | 165,844 | 48,760 | 587,005 | 39,523 | 841,132 |
At 31 March 2023 | - | 3,946 | 293,992 | 6,297 | 304,235 |
Fixed assets, included in the above, which are held under hire purchase contracts or finance leases are as follows: |
Motor |
vehicles |
£ |
COST |
Disposals | (34,740 | ) |
On acquisition by group | 34,740 |
At 31 March 2024 | - |
DEPRECIATION |
Charge for year | 724 |
Eliminated on disposal | (13,028 | ) |
On acquisition by group | 12,304 |
At 31 March 2024 | - |
NET BOOK VALUE |
At 31 March 2024 | - |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
12. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertaking |
£ |
COST |
At 1 April 2023 |
Additions |
Disposals | ( |
) |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
(Loss)/profit for the year | ( |
) |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
12. | FIXED ASSET INVESTMENTS - continued |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves | ( |
) |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
12. | FIXED ASSET INVESTMENTS - continued |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Profit for the year |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
12. | FIXED ASSET INVESTMENTS - continued |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves |
Registered office: Optimus Building, 2 Robroyston Oval, Nova Technology Park, Glasgow, G33 1AP |
Nature of business: |
% |
Class of shares: | holding |
2024 | 2023 |
£ | £ |
Aggregate capital and reserves | ( |
) |
Loss for the year | ( |
) |
Registered office: Dunns 4 Bowes Business Park, Lambton Park, Chester Le Street, Co. Durham, England, DH3 4AN |
Nature of business: |
% |
Class of shares: | holding |
2024 |
£ |
Aggregate capital and reserves |
Profit for the year |
13. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Work-in-progress | 158,043 | 242,479 |
Long term contracts | 125,685 | 852,616 |
283,728 | 1,095,095 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade debtors | 6,350,681 | 5,973,144 |
Other debtors | 9,875 | 279 |
Tax | 31 | 185,551 |
Prepayments & accrued income | 132,012 | 156,809 |
6,492,599 | 6,315,783 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Payments on account | 11,307,727 | 13,744,275 |
Trade creditors | 2,694,075 | 3,717,033 |
Amounts owed to group undertakings | - | - |
Tax | 1,229,230 | 553,881 |
Other taxes & social security | 175,194 | 149,052 |
VAT | 1,226,725 | 1,130,620 | - | - |
Other creditors | 216,541 | 69,815 |
Accruals & deferred income | 2,242,486 | 2,149,978 |
19,091,978 | 21,514,654 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Other creditors | 240,000 | - |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
2024 | 2023 |
£ | £ |
Within one year | 242,188 | 143,770 |
Between one and five years | 363,305 | 47,799 |
In more than five years | 9,808 | - |
615,301 | 191,569 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
18. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax |
Accelerated capital allowances | 185,737 | 53,671 |
Other timing differences | (20,500 | ) | (45,818 | ) |
165,237 | 7,853 |
Group |
Deferred |
tax |
£ |
Balance at 1 April 2023 | 7,853 |
Provided during year | 109,453 |
On acquisition of subsidiary | 47,931 |
Balance at 31 March 2024 | 165,237 |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
A Ordinary | £1 | 9,000 | 9,000 |
B Ordinary | £1 | 500 | 500 |
C Ordinary | £1 | 500 | 500 |
10,000 | 10,000 |
Shares in all classes have equal voting rights and entitlement to dividends. In the event of liquidation C Ordinary shares are entitled to £2,250 per share, then A ordinary shares are entitled to a distribution up to the value of protected reserves with any remainder then being available to distribute equally between all Ordinary shares. |
20. | RESERVES |
Group |
Share |
Retained | option |
earnings | reserve | Totals |
£ | £ | £ |
At 1 April 2023 | 18,912,030 | - | 18,912,030 |
Profit for the year | 10,101,186 | 10,101,186 |
Dividends | (8,662,000 | ) | (8,662,000 | ) |
Fair value movement | - | 111,712 | 111,712 |
At 31 March 2024 | 20,351,216 | 111,712 | 20,462,928 |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
20. | RESERVES - continued |
Company |
Retained |
earnings |
£ |
At 1 April 2023 |
Profit for the year |
Dividends | ( |
) |
At 31 March 2024 |
21. | NON-CONTROLLING INTERESTS |
Non-controlling interests which represent the portion of profit or loss and net assets in subsidiaries that is not held by the Group is presented separately from parent shareholders' equity in the financial statements. |
£ |
At 1 April 2023 | 723,924 |
Profit attributable to non-controlling interests | 561,532 |
Dividends paid to non-controlling interests | (483,255 | ) |
At 31 March 2024 | 802,201 |
22. | CAPITAL COMMITMENTS |
2024 | 2023 |
£ | £ |
Contracted but not provided for in the |
financial statements | - | 213,042 |
23. | RELATED PARTY DISCLOSURES |
During the year, total dividends of £8,662,000 (2023 - £6,286,000) were paid to the directors . |
During the year the group was invoiced rent, service charges and insurance costs relating to the lease of the head office premises, of £59,973 (2023 - £59,867) by the Self Invested Personal Pensions of certain group directors and shareholders. |
During the year, a total of key management personnel compensation of £ 1,021,134 (2023 - £ 661,079 ) was paid. |
24. | ULTIMATE CONTROLLING PARTY |
The group has no ultimate controlling party. |
TSQUARED GROUP LIMITED (REGISTERED NUMBER: SC242071) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 March 2024 |
25. | SHARE BASED PAYMENTS |
Two subsidiary companies of the group have granted share options to certain employees of those companies. |
During the year TSquared P4 Ltd granted employee share options in respect of 137 shares at an option price of £545.65 per share. |
No employee share options were exercised during the year. |
To date TSquared P1 Ltd has granted employee share options in respect of 112 shares at an option price of £892.86 per share. |
To date TSquared P4 Ltd has granted employee share options in respect of 137 shares at an option price of £545.65 per share. |
These options are exercisable based on an exit event such as the sale of the business arising. |
During the year £111,712 (2023 - £nil) was recognised as an expense in the profit and loss account with a corresponding credit to the share option reserve. |
The fair value of these options at the year end was £111,712 (2023 - £nil). |
26. | ACQUISITIONS AND DISPOSALS |
On 30 June 2023 the group acquired a 100% shareholding in Validair (Euro) Ltd at a cost of £1,425,688. Validair (Euro) Ltd subsequently changed its name to T-Squared Validair Ltd. |
The above business combination has been recorded on an acquisition accounting basis. |
Goodwill of £868,283 arising on this business combination is being amortised over its estimated useful life of 5 years |