Company registration number 10278801 (England and Wales)
TENGTOOLS UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
TENGTOOLS UK LIMITED
COMPANY INFORMATION
Directors
D P King
Ms E Bjorkqvist
(Appointed 1 August 2023)
Mr S Strom
(Appointed 1 August 2023)
Company number
10278801
Registered office
Units 5 & 6 Flitwick Industrial Estate
Lyall Court
Commerce Way
Flitwick
Beds
MK45 1UF
Auditor
UHY Hacker Young (East) Limited
Suite 501
The Nexus Building
Broadway
Letchworth Garden City
Herts
SG6 9BL
TENGTOOLS UK LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 26
TENGTOOLS UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present the strategic report for the year ended 31 March 2024.
Review of the business
The company's key financial and other performance indicators during the year were as follows:
Unit 2024 2023
Turnover £000 8,474 8,902
Gross profit margin % 34.3 35.3
Operating profit £000 541 674
Future developments
The directors do not anticipate any significant changes in the activities of the company in the foreseeable future.
Principal risks and uncertainties
The management of the business and the nature of the company’s strategy are subject to a number of risks. The directors have set out below the principal risks facing the business. The directors are of the opinion that the risk management processes adopted, which involve the review, monitoring and, where possible, the mitigation of the risks identified below, are appropriate to the business.
Competition
The markets in which the company operates are highly competitive. As a result there is constant pressure on margins. Policies of constant price monitoring and ongoing market research, combined with the development of new markets and new products, are in place to mitigate such risks.
People
The success of the company is largely dependent upon the recruitment and retention of our employees. There are training programmes and remuneration schemes in place to mitigate the risk of the absence of suitable staff resources.
Development and performance
Financial risks
The company finances its activities with cash generated from operations. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the company's operating activities.
The main financial risks facing the business are the availability of funds to meet business needs, credit risk in respect of customer receivables, and the effect of fluctuations in foreign exchange rates and interest rates.
The directors are confident that the banking facilities currently in place are more than adequate for the company’s working capital requirements. The company is not exposed to any significant currency risks. The directors are satisfied that credit risk is adequately managed.
D P King
Director
9 October 2024
TENGTOOLS UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Principal activities
The principal activity of the company continued to be that of the sale of storage & hand tools within the UK & Europe.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
D P King
Ms P A O Gustafsson
(Resigned 1 August 2023)
Ms E Bjorkqvist
(Appointed 1 August 2023)
Mr S Strom
(Appointed 1 August 2023)
Supplier payment policy
The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The company's current policy concerning the payment of trade creditors is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the company's contractual and other legal obligations.
Trade creditors of the company at the year end were equivalent to 8 day's purchases, based on the average daily amount invoiced by suppliers during the year.
Auditor
UHY Hacker Young (East) Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
TENGTOOLS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
On behalf of the board
D P King
Director
9 October 2024
TENGTOOLS UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
The directors are responsible for preparing the annual report 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). 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 of the profit or loss of the company 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
TENGTOOLS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TENGTOOLS UK LIMITED
- 5 -
Opinion
We have audited the financial statements of Tengtools UK Limited (the 'company') for the year ended 31 March 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its 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.
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
TENGTOOLS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TENGTOOLS UK LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 directors' responsibilities statement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor's report 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.
Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the carrying value of intangible assets and stock.
Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, sensitivity analysis on key assumptions, critical review of accounting estimates, enquiries of management, and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
TENGTOOLS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TENGTOOLS UK LIMITED (CONTINUED)
- 7 -
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 an auditor's report 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.
James Price FCA (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young (East) Limited
15 October 2024
Chartered Accountants
Statutory Auditor
Suite 501
The Nexus Building
Broadway
Letchworth Garden City
Herts
SG6 9BL
TENGTOOLS UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
8,474,213
8,901,777
Cost of sales
(5,564,152)
(5,758,201)
Gross profit
2,910,061
3,143,576
Administrative expenses
(2,343,070)
(2,725,531)
Other operating income
206,846
252,613
Exceptional costs
4
(232,766)
-
Operating profit
5
541,071
670,658
Interest receivable and similar income
8
10,529
-
Interest payable and similar expenses
9
(380,814)
(267,294)
Profit before taxation
170,786
403,364
Tax on profit
10
(57,493)
(77,858)
Profit and total comprehensive income for the financial year
113,293
325,506
The profit and loss account has been prepared on the basis that all operations are continuing operations.
TENGTOOLS UK LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets - goodwill
11
1,805,471
1,805,471
Other intangible assets
11
170,331
Tangible fixed assets
12
24,531
32,341
Right-of-use assets
13
206,000
319,000
2,036,002
2,327,143
Current assets
Stocks
14
2,945,675
3,668,179
Debtors
15
2,053,968
2,412,435
Cash at bank and in hand
1,651,664
1,062,105
6,651,307
7,142,719
Creditors: amounts falling due within one year
16
(1,067,484)
(1,485,162)
Net current assets
5,583,823
5,657,557
Total assets less current liabilities
7,619,825
7,984,700
Creditors: amounts falling due after more than one year
16
(6,035,000)
(6,479,000)
Provisions for liabilities
(34,168)
Net assets
1,584,825
1,471,532
Capital and reserves
Called up share capital
22
1
1
Profit and loss reserves
1,584,824
1,471,531
Total equity
1,584,825
1,471,532
The financial statements were approved by the board of directors and authorised for issue on 9 October 2024 and are signed on its behalf by:
D P King
Director
Company Registration No. 10278801
TENGTOOLS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 April 2022
1
1,146,025
1,146,026
Year ended 31 March 2023:
Profit and total comprehensive income for the year
-
325,506
325,506
Balance at 31 March 2023
1
1,471,531
1,471,532
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
113,293
113,293
Balance at 31 March 2024
1
1,584,824
1,584,825
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
1
Accounting policies
Company information
Tengtools UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Units 5 & 6 Flitwick Industrial Estate, Lyall Court, Commerce Way, Flitwick, Beds, MK45 1UF. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
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.
The company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IAS 7 Statement of Cash Flows;
the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member ; and
the effects of new but not yet effective IFRS's
certain disclosures required by IAS 36 impairments of assets in respect of the impairment of goodwill;
certain disclosures required by IFRS 13 Fair Value Measurement an the disclosures required by IFRS 7 Financial Instruments.
Where required, equivalent disclosures are given in the group accounts of Teng Tools AB. The group accounts of Teng Tools AB, which are prepared in accordance with IFRS are available to the public and can be obtained from Box 10024, Linnegatan 18, SE-100 55 Stockholm, Sweden.
Tengtools UK Limited is a wholly owned subsidiary of Teng Tools AB and the results of Tengtools UK Limited are included in the consolidated financial statements of Teng Tools AB which are available from address noted above.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The company recognises revenue when it transfers control of a product or service to a customer.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 12 -
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
1.4
Goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.
The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is subsequently reversed if, and only if, the reasons for the impairment loss have ceased to apply.
The Companies Act 2006 requires acquired goodwill to be reduced by provisions for amortisation, calculated to write off the amount systematically over a period chosen by the directors, not exceeding its useful economic life. It has been deemed, however, that the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true and fair view. The effect of this departure has not been quantified because it is impracticable and, in the opinion of the directors, would be misleading.
1.5
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
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:
Fixtures and fittings
5 years straight line
Plant and equipment
5 years straight line
Computers
5 years straight line
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
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.
1.7
Impairment of tangible and intangible assets
At each reporting end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
1.9
Cash at bank and in hand
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial assets
Financial assets are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
Financial assets at fair value through profit or loss
Financial assets are classified as at FVTPL when the financial asset is held for trading. This is the case if:
the asset has been acquired principally for the purpose of selling in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that the manages together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not designated and effective as a hedging instrument.
Financial assets at FVTPL are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Interest and dividends are included in 'Investment income' and gains and losses on remeasurement included in 'other gains and losses' in the statement of comprehensive income.
Financial assets held at amortised cost
Financial assets with fixed or determinable payments and fixed maturity dates that the Company has the positive intent and ability to hold to maturity are classified as held to maturity investments.
Held to maturity investments are measured at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Trade Debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.11
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that the manages together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.12
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.13
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
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 inventories 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.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.17
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within tangible fixed assets, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other tangible fixed assets. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.18
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.
1.19
Exceptional items are those of significant size and of a non-recurring nature that require disclosure in order that the underlying business performance can be identified. The exceptional costs in these financial statements included stock write off costs associated with theft of stock at the Flitwick location.
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, 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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Critical judgements
Valuation of goodwill and other intangibles
Goodwill represents the difference between the consideration transferred for a corporate acquisition and the fair value of the acquired assets and assumed debt. Goodwill is measured at cost, less any accumulated impairment losses. Goodwill is distributed to cash-generating units and is not amortised continuously. Impairment testing is instead conducted on an annual basis.
Goodwill is impaired if the projected cash flows over the expected lives are negative. Key assumptions in the projected cash flows are the sales growth and discount rate. Impairment is calculated by comparing the carrying amount to the value in use derived from the discounted cash flow projections for the cash-generating units. The value in use calculations are based on five-year management forecasts with a terminal growth rate applied thereafter, representing management's estimate of the long-term growth. Sensitivity testing is performed on the cash flow calculations to verify that impairment is not required with a reasonable range of downside scenarios.
Amortisation on other intangible assets, other than goodwill, is recognised in net profit on a straight-line basis over the estimated useful life of the intangible asset, unless the useful life is indefinable. Intangible assets that are subject to amortisation are amortised from the date on which they are available for use.
Recoverability of receivables
The company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the directors consider factors such as the ageing of receivables, past experience of recoverability, and the credit profile of individual or groups of customers.
Stock Provision
The carrying amount of stock recognised on the balance sheet, which are carried at the lower of cost and net realisable value, are subject to estimates around rates of provision applied to certain inventory items. The level of provisions recorded are subject to estimation uncertainty in determining the eventual sales price of goods to customers in the future, as well as assessing which items may be slow-moving or obsolete. This is impacted by factors such as shrinkage, damage and obsolescence.
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Goods
8,469,406
8,895,492
Services
4,807
6,285
8,474,213
8,901,777
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
3
Turnover
(Continued)
- 19 -
2024
2023
£
£
Turnover analysed by geographical market
UK
6,591,450
6,662,150
Rest of World
1,882,763
2,239,627
8,474,213
8,901,777
4
Exceptional costs
2024
2023
£
£
Exceptional costs
232,766
-
Exceptional costs reported within these financial statements total £232,766 (2023: £nil), additional detail on these costs can be found in Note 1 of these financial statements.
5
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
25,435
(28,981)
Fees payable to the company's auditor for the audit of the company's financial statements
24,200
18,000
Depreciation of property, plant and equipment
10,726
12,587
Depreciation of right-of-use assets
173,000
172,000
Amortisation of intangible assets (included within administrative expenses)
170,331
340,662
Cost of inventories recognised as an expense
5,302,039
5,487,754
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
All departments
28
29
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
6
Employees
(Continued)
- 20 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
1,020,375
971,878
Social security costs
111,520
85,923
Pension costs
28,603
27,613
1,160,498
1,085,414
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
84,150
85,456
Company pension contributions to defined contribution schemes
4,208
3,825
88,358
89,281
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest receivable from group companies
10,529
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
3,011
-
Interest payable to group undertakings
369,803
257,424
372,814
257,424
Interest on other financial liabilities:
Interest on financial liabilities measured at fair value through or
8,000
9,870
Total interest expense
380,814
267,294
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
91,661
141,358
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Taxation
2024
2023
£
£
(Continued)
- 21 -
Deferred tax
Origination and reversal of temporary differences
(34,168)
(63,500)
Total tax charge
57,493
77,857
The charge for the year can be reconciled to the profit per the profit and loss account as follows:
2024
2023
£
£
Profit before taxation
170,786
403,364
Expected tax charge based on a corporation tax rate of 25.00% (2023: 19.00%)
42,697
76,639
Effect of expenses not deductible in determining taxable profit
2,491
Utilisation of tax losses not previously recognised
3,045
Depreciation on assets not qualifying for tax allowances
42,583
64,725
Other Deferred tax movement
(34,168)
(63,500)
Other timing differences
845
(6)
Taxation charge for the year
57,493
77,858
11
Intangible fixed assets
Goodwill
Customer list
Total
£
£
£
Cost
At 31 March 2023
1,805,471
2,384,636
4,190,107
At 31 March 2024
1,805,471
2,384,636
4,190,107
Amortisation and impairment
At 31 March 2023
2,214,305
2,214,305
Charge for the year
170,331
170,331
At 31 March 2024
2,384,636
2,384,636
Carrying amount
At 31 March 2024
1,805,471
-
1,805,471
At 31 March 2023
1,805,471
170,331
1,975,802
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
12
Tangible fixed assets
Fixtures and fittings
Plant and equipment
Computers
Total
£
£
£
£
Cost
At 31 March 2023
18,636
170,519
104,157
293,312
Additions
2,027
889
2,916
Disposals
(54,192)
(54,192)
At 31 March 2024
18,636
172,546
50,854
242,036
Accumulated depreciation and impairment
At 31 March 2023
11,985
154,173
94,813
260,971
Charge for the year
2,130
4,946
3,650
10,726
Eliminated on disposal
(54,192)
(54,192)
At 31 March 2024
14,115
159,119
44,271
217,505
Carrying amount
At 31 March 2024
4,521
13,427
6,583
24,531
At 31 March 2023
6,651
16,346
9,344
32,341
13
Right-of-use assets
Vehicles
Plant and equipment
Buildings
Total
£
£
£
£
Cost
At 1 April 2023
210,000
32,000
282,000
626,000
Additions
112,000
42,000
-
76,000
Modification to lease terms
-
15,000
(2,000)
Disposals
(62,000)
(4,000)
-
(85,000)
At 31 March 2024
260,000
85,000
282,000
615,000
Accumulated depreciation
At 1 April 2023
85,000
21,000
94,000
307,000
Charge for the year
80,000
17,000
75,000
173,000
On disposals
(62,000)
(3,000)
-
(71,000)
At 31 March 2024
103,000
35,000
169,000
409,000
Carrying value
At 31 March 2024
157,000
50,000
113,000
206,000
At 31 March 2023
113,000
14,000
68,000
319,000
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
14
Stocks
2024
2023
£
£
Finished goods
2,945,675
3,668,179
15
Debtors
2024
2023
£
£
Trade debtors
1,546,175
1,835,095
Corporation tax recoverable
41,940
-
Amount owed by parent undertaking
21,263
Amounts owed by fellow group undertakings
348,659
494,342
Prepayments and accrued income
95,931
82,998
2,053,968
2,412,435
Trade debtors disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
16
Liabilities
Due within one year
Due after one year
2024
2023
2024
2023
Notes
£
£
£
£
Loans and overdrafts
17
5,950,000
6,350,000
Creditors
18
877,123
1,234,333
Corporation tax
-
21,358
-
-
Other taxation and social security
86,361
51,471
-
-
Lease liabilities
19
104,000
178,000
85,000
129,000
1,067,484
1,485,162
6,035,000
6,479,000
17
Loans and overdrafts
Due after one year
2024
2023
£
£
Borrowings held at amortised cost:
Loans from parent undertaking
5,950,000
6,350,000
The loans from parent undertaking had an original maturity date of 15 October 2019, however the parent undertaking has amended the terms to prolong the repayment period for an indefinite period. No repayment will be required unless and until the company's liquidity facilitates it. The loan has therefore been treated as wholly due after one year. The loan bears an interest rate of the GBP LIBOR 3 month rate plus a margin of 2.1%.
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
18
Creditors
2024
2023
£
£
Trade creditors
120,356
265,263
Amounts owed to fellow group undertakings
507,307
701,204
Accruals and deferred income
244,460
262,866
Other creditors
5,000
5,000
877,123
1,234,333
19
Lease liabilities
2024
2023
Maturity analysis
£
£
Within one year
104,000
178,000
In two to five years
85,000
129,000
Total undiscounted liabilities
189,000
307,000
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2024
2023
£
£
Current liabilities
104,000
178,000
Non-current liabilities
85,000
129,000
189,000
307,000
The fair value of the company's lease obligations is approximately equal to their carrying amount.
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 25 -
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Accelerated capital allowances
Temporary timing differences on intangibles
Total
£
£
£
Deferred tax liability at 1 April 2022
577
97,091
97,668
Deferred tax movements in prior year
Credit to profit or loss
113
(63,613)
(63,500)
Deferred tax liability at 1 April 2023
690
33,478
34,168
Deferred tax movements in current year
Credit to profit or loss
(690)
(33,478)
(34,168)
Deferred tax liability at 31 March 2024
Deferred tax assets and liabilities are offset in the financial statements only where the company has a legally enforceable right to do so.
2024
2023
£
£
Deferred tax liabilities
34,168
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
28,603
27,613
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
22
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
TENGTOOLS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
23
Controlling party
The immediate and controlling party is Teng Tools AB, a company registered in Sweden. The ultimate controlling party is Bergman & Beving AB, a listed company in Sweden.
The largest and smallest group in which the results of the company are considered is that headed by Teng Tools AB. Copies of the financial statements can be obtained from Teng Tools AB at Box 10024 Linnégatan 18, SE-100 55 Stockholm, Sweden.
24
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including directors, is as per Note 7.
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