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Company registration number: 13539463







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 JANUARY 2024


TUNNELCRAFT HOLDINGS LIMITED






































img2c19.png                        

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Directors
C. P. Hicks 
J. J. Riordan 
J. P. Riordan 




Company secretary
J. P. Riordan



Registered number
13539463



Registered office
Ground Floor, Sidney House
Christy Close

Southfields Business Park

Basildon

Essex

SS15 6TN




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Ashcombe House

5 The Crescent

Leatherhead

Surrey

KT22 8DY





 


TUNNELCRAFT HOLDINGS LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 9
Consolidated Statement of Income and Retained Earnings
10
Consolidated Statement of Financial Position
11
Company Statement of Financial Position
12
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15
Consolidated Analysis of Net Debt
16
Notes to the Financial Statements
17 - 30


 


TUNNELCRAFT HOLDINGS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

Introduction

The Directors present the strategic report for the year ended 31 January 2024. The principal activity of the Group was that of the supply of labour for the direct contracting for tunnelling projects.

Fair Review of the business
 
The Directors present the results of the year and the financial position at the year end and report these to be satisfactory. 
Turnover has increased, mainly due to the ramp up of works on the existing HS2 contracts, however, gross margin has fallen by 1.28%. Whilst disappointing, the announcement of the cancelled West Midlands route to Manchester will not affect future turnover as this section had not been released to tender. The Directors expect growth for the foreseeable future but are mindful of political changes which may affect the performance of the group. It continues to seek out further labour supply works to mitigate any downturn in any other projects. 

Principle risks and uncertainties
 
All businesses are subject to risks and uncertainties and the key risks facing Tunnelcraft Holdings Limited are:
 
°Competition
°Cancellation of contracts
°Delays in completion of projects
°Political uncertainties
°Environmental and professional liabilities
°Health and safety issues
°Pandemics
°Force majeure

Financial risks and uncertainties
 
The Group's operations are exposed to a variety of financial risks that include the effects of changes in credit risk, liquidity risk and interest rate risk. The group has in place a risk management program that seeks to limit the adverse effects on the financial performance of the group by monitoring levels of the debt finance and the related finance costs. The group does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied.
Given the size of the group, the Directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the group's finance department.
Price risk
The group has no exposure to equity securities price risks as it holds no listed or other equity investments.
Liquidity risk
The group manages the liquidity risk by ensuring there are sufficient funds to meet the operating needs of the business. In respect of bank balances, the liquidity risk is managed by maintaining a positive balance between continuity of funding and flexibility through an agreed payment policy. The group does not maintain any short­ term debt finance.
Interest rate risk
The group has no interest-bearing assets but carries interest-bearing liabilities.
 
Page 1

 


TUNNELCRAFT HOLDINGS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024


Regulatory risk:
The Group is exposed to a number of regulatory risks:

°Legislation risks – non-compliance with laws and statute. The Group has in place procedures to ensure changes or new legislation affecting the Group is adhere to and there are regular reviews. 
 
°Risk of non-compliance with internal policies and procedures – The Group is under a duty to ensure all employees have and are working in a safe environment and adherence to internal rules and policies are followed.
 
°Health and Safety – The Group is also under a duty to provide all necessary tools and safety clothing to carry out their work. It is also under a duty to ensure that employees are suitably qualified to carry out their work and that all employees hold the relevant construction cards.

Key Performance Indicators
 
The key performance indicators used to determine the progress and performance of the Group are set out below:


2024
£
2023
£
Turnover
66,206,590
 54,145,039
Gross Profit
 5,080,260
4,848,924
Gross Profit Margin
8%
9%
Operating Profit
1,293,239
1,353,101
Earnings before interest, tax, finance costs, depreciation and Directors' pension (EBITFDP)
3,228,204
3,543,006

EBITFDP percentage of sales
Operating profit as a percentage of sales is viewed as a key performance indicator for the business and this is reviewed regularly. The EBITFDP is a more comparable measure of the performance of the business which shows that the EBITFDP percentage of sales has decreased to 4.9% [2023: decreased to 6.5%]. It is the intention of the Group to continue to strengthen its financial performance in the industry by concentrating on and improving its management processes and further expanding its market share, whilst at the same time closely monitoring both direct and indirect costs.

Employees
 
The group operates an equal opportunities policy. The main aim of the policy is to ensure that there should be equal opportunity for all, and this applies to external recruitment, internal appointments, terms of employment, conditions of service and opportunity for training and promotion regardless of gender, ethnic origin or disability.
Disabled persons are given full and fair consideration for all types of vacancy in as much as opportunities available are considered by the practical limitations of the disability. Should, for whatever reason, an employee of the group become disabled whilst in employment, every step, where applicable will be taken to assist with rehabilitation and suitable re-training.
The group maintains its own health, safety and environmental policies covering all aspects of its operations. Regular meetings and inspections take place to ensure all legal requirements are adhered to and that the company is responsive to the needs of the employees and the environment.

Statement of Financial Position
As at 31 January 2024, the Consolidated net assets were £8,325,861 (2023: £9,222,589) of which £3,881,733 (2023: £2,419,645) were cash and cash equivalents.
Group loans and borrowings were £3,415 as at 31 January 2024 (2023: £7,592). This is the balance on a working capital facility with Santander UK.
 
Page 2

 


TUNNELCRAFT HOLDINGS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Section 172 Statement
The board collectively, have a duty to promote the success of the Group. A Director of a Group must act in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members, and in doing so have regard to:

°the likely consequences of any decision in the long term,
°the interests of the Group's employees,
°the need to foster the Group's business relationships with suppliers, customers, and others,
°the impact of the Group's operations on the community and the environment,
°the desirability of the Group maintaining a reputation for high standards of business conduct, and
°the need to act fairly as between members of the Group.


This report was approved by the board and signed on its behalf.



C. P. Hicks
Director

Date: 23 October 2024

Page 3

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

The Directors present their report and the financial statements for the year ended 31 January 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Group's financial statements and then apply them consistently;

make judgments 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;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £603,272 (2023 - £763,099).

The Directors recommended the payment of a dividend of £1,500,000 (2023 - £850,000) as disclosed in note 12.

Directors

The Directors who served during the year were:

C. P. Hicks 
J. J. Riordan 
J. P. Riordan 


The Company intends to build on its reputation as one of the leading tunnelling labour suppliers in the sector.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Page 4

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Matters covered in the Group Strategic Report

The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Group's Strategic Report the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties. 

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





C. P. Hicks
Director

Date: 23 October 2024

Page 5

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TUNNELCRAFT HOLDINGS LIMITED

Opinion


We have audited the financial statements of Tunnelcraft Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2024, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 January 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 United Kingdom, including the Financial Reporting Council'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 or 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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.


Page 6

 


TUNNELCRAFT HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TUNNELCRAFT HOLDINGS LIMITED (CONTINUED)

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


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 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 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 Directors' Responsibilities Statement set out on page 4, 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 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.


Page 7

 


TUNNELCRAFT HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TUNNELCRAFT HOLDINGS LIMITED (CONTINUED)

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 an Auditors' 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 Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations that were most significant included:

The Companies Act 2006;
Financial Reporting Standard 102;
UK employment legislation;
UK health and safety legislation;
General Data Protection Regulations; and
UK tax legislation.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Group financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgments made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

The application of inappropriate judgments or estimation to manipulate the Group's financial position;
Posting of unusual journals and complex transactions; and
The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Page 8

 


TUNNELCRAFT HOLDINGS LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TUNNELCRAFT HOLDINGS LIMITED (CONTINUED)

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 Auditors' Report.


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 2006Our 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 Auditors' 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.





Andrew Hookway FCA (Senior Statutory Auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Ashcombe House
5 The Crescent
Leatherhead
Surrey
KT22 8DY

23 October 2024
Page 9

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 JANUARY 2024

2024
2023
Note
£
£

  

Turnover
 4 
66,206,590
54,145,039

Cost of sales
  
(61,126,330)
(49,295,115)

Gross profit
  
5,080,260
4,849,924

Administrative expenses
  
(3,787,021)
(3,496,823)

Operating profit
 5 
1,293,239
1,353,101

Interest payable and similar expenses
 9 
-
(302)

Profit before tax
  
1,293,239
1,352,799

Tax on profit
 11 
(689,967)
(589,700)

Profit after tax
  
603,272
763,099

  

  

Retained earnings at the beginning of the year
  
4,038,045
4,124,946

  
4,038,045
4,124,946

Profit for the year attributable to the owners of the parent
  
603,272
763,099

Dividends declared and paid
  
(1,500,000)
(850,000)

Retained earnings at the end of the year
  
3,141,317
4,038,045

Non-controlling interest at the end of the year
  

The notes on pages 17 to 30 form part of these financial statements.

Page 10

 


TUNNELCRAFT HOLDINGS LIMITED
REGISTERED NUMBER:13539463



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
11,200,000
12,600,000

Tangible assets
 14 
169,720
90,400

  
11,369,720
12,690,400

Current assets
  

Debtors: amounts falling due within one year
 16 
6,337,507
7,078,070

Cash at bank and in hand
  
3,881,733
2,419,645

  
10,219,240
9,497,715

Creditors: amounts falling due within one year
 17 
(5,149,970)
(5,198,008)

Net current assets
  
 
 
5,069,270
 
 
4,299,707

Total assets less current liabilities
  
16,438,990
16,990,107

Provisions for liabilities
  

Other provisions
 18 
(8,113,129)
(7,767,518)

  
 
 
(8,113,129)
 
 
(7,767,518)

Net assets
  
8,325,861
9,222,589


Capital and reserves
  

Called up share capital 
 19 
5,184,544
5,184,544

Profit and loss account
 20 
3,141,317
4,038,045

Equity attributable to owners of the parent Company
  
8,325,861
9,222,589

  
8,325,861
9,222,589


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 
 




C. P. Hicks
J. J. Riordan
Director
Director


Date: 23 October 2024

The notes on pages 17 to 30 form part of these financial statements.

Page 11

 


TUNNELCRAFT HOLDINGS LIMITED
REGISTERED NUMBER:13539463



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
710
710

  
710
710

Current assets
  

Debtors: amounts falling due within one year
 16 
5,295,879
5,548,668

  
5,295,879
5,548,668

Creditors: amounts falling due within one year
 17 
(5,000)
(248,164)

Net current assets
  
 
 
5,290,879
 
 
5,300,504

Total assets less current liabilities
  
5,291,589
5,301,214

  

  

Net assets
  
5,291,589
5,301,214


Capital and reserves
  

Called up share capital 
 19 
5,184,544
5,184,544

Profit and loss account brought forward
  
116,670
(5,000)

Profit for the year
  
1,490,375
971,670

Other changes in the profit and loss account

  

(1,500,000)
(850,000)

Profit and loss account carried forward
  
107,045
116,670

  
5,291,589
5,301,214


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


 


C. P. Hicks
J. J. Riordan
Director
Director


Date: 23 October 2024

The notes on pages 17 to 30 form part of these financial statements.

Page 12

 


TUNNELCRAFT HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 February 2022
710
4,124,946
4,125,656


Comprehensive income for the year

Profit for the year
-
763,099
763,099


Contributions by and distributions to owners

Dividends: Equity capital
-
(850,000)
(850,000)

Shares issued during the year
5,183,834
-
5,183,834



At 1 February 2023
5,184,544
4,038,045
9,222,589


Comprehensive income for the year

Profit for the year
-
603,272
603,272
Total comprehensive income for the year
-
603,272
603,272


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,500,000)
(1,500,000)


At 31 January 2024
5,184,544
3,141,317
8,325,861


The notes on pages 17 to 30 form part of these financial statements.

Page 13

 


TUNNELCRAFT HOLDINGS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 February 2022
710
(5,000)
(4,290)


Comprehensive income for the year

Profit for the year
-
971,670
971,670
Total comprehensive income for the year
-
971,670
971,670


Contributions by and distributions to owners

Dividends: Equity capital
-
(850,000)
(850,000)

Shares issued brought forward
5,183,834
-
5,183,834



At 1 February 2023
5,184,544
116,670
5,301,214


Comprehensive income for the year

Profit for the year
-
1,490,375
1,490,375
Total comprehensive income for the year
-
1,490,375
1,490,375


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,500,000)
(1,500,000)


Total transactions with owners
-
(1,500,000)
(1,500,000)


At 31 January 2024
5,184,544
107,045
5,291,589


The notes on pages 17 to 30 form part of these financial statements.

Page 14

 


TUNNELCRAFT HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
603,272
763,099

Adjustments for:

Amortisation of intangible assets
1,400,000
1,400,000

Depreciation of tangible assets
52,900
37,214

Loss on disposal of tangible assets
(9,500)
-

Interest paid
-
302

Taxation charge
689,967
589,700

Decrease/(increase) in debtors
740,563
(7,078,070)

Increase in creditors
52,069
3,184,168

Increase in provisions
345,611
623,007

Corporation tax (paid)
(785,897)
(129,112)

Inter group hive up
-
12,741,680

Net cash generated from operating activities

3,088,985
12,131,988


Cash flows from investing activities

Purchase of intangible fixed assets
-
(14,000,000)

Purchase of tangible fixed assets
(132,219)
(45,875)

Sale of tangible fixed assets
9,499
-

Net cash from investing activities

(122,720)
(14,045,875)

Cash flows from financing activities

Issue of ordinary shares
-
5,183,834

New secured loans
-
(7,592)

Dividends paid
(1,500,000)
(850,000)

Interest paid
-
(302)

Net cash used in financing activities
(1,500,000)
4,325,940

Net increase in cash and cash equivalents
1,466,265
2,412,053

Cash and cash equivalents at beginning of year
2,412,053
-

Cash and cash equivalents at the end of year
3,878,318
2,412,053


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,881,733
2,419,645

Bank overdrafts
(3,415)
(7,592)

3,878,318
2,412,053


The notes on pages 17 to 30 form part of these financial statements.

Page 15

 


TUNNELCRAFT HOLDINGS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2024




At 1 February 2023
Cash flows
At 31 January 2024
£

£

£

Cash at bank and in hand

2,419,645

1,462,088

3,881,733

Bank overdrafts

(7,592)

4,177

(3,415)


2,412,053
1,466,265
3,878,318

The notes on pages 17 to 30 form part of these financial statements.

Page 16

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.


General information

Tunnelcraft Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered address and the business address is presented on the Company's Information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

Enter text here - user input

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

 
2.3

Revenue

Revenue is recognised at the fair value of consideration received or receivable from the expense recharges, agency commission and license fees, provided in the normal course of business and is shown net of VAT.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 17

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

  
2.4

Income from investments

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established, provided that it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 18

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Income and Retained Earnings over its useful economic life.

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
25%
Motor vehicles
-
25%
Fixtures and fittings
-
25%
Office equipment
-
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 19

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.13

Financial instruments

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.

Page 20

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Establishing useful economic lives for depreciation purposes of tangible fixed asset
Tangible fixed assets, consisting primarily of fixtures and fittings, computer equipment and motor vehicles. The annual depreciation charge depends on the estimated useful economic lives of each type of asset and estimated residual values. The Directors regularly review these asset useful lives and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset useful lives can have an impact on depreciation charges for the period. Detail of useful economic lives is included in the accounting policies.
Estimating provisions
The Company makes an estimate of provisions which is based on employee costs for the year, amounts paid in previous years and the movement in CPI. Any significant change in the amounts paid would have an impact on the operating results. The amount of accrual is reviewed on an on-going basis.
Goodwill valuation and impairment
The Company makes a judgement on the valuation of goodwill on the acquisition of trade during the year. Further this leads to an estimate on the impairment of goodwill. Impairment reviews are carried out on a timely basis to ensure that the accounting policy adopted reflects a true and fair value of the assets.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Expense recharges, agency commissions and license fees
66,206,590
54,145,039

66,206,590
54,145,039


All turnover arose within the United Kingdom.

Page 21

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation
52,900
37,214

Profit on disposal of assets
(9,500)
(11,000)

Other operating lease rentals
26,648
26,660

Amortisation
1,400,000
1,400,000


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements and the financial statements of the Company's subsidiaries

25,000
25,000

Fees payable for non-audit services

All non-audit services
7,750
6,000

Page 22

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

7.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
41,681,749
31,280,956
-
19,323,469

Social security costs
4,847,694
3,971,873
-
2,420,194

Cost of defined contribution scheme
873,245
990,308
-
230,743

47,402,688
36,243,137
-
21,974,406


The average monthly number of employees, including the Directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Construction
449
327
-
-



Administration
3
7
3
3

452
334
3
3


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
37,223
17,973

Company pension contributions to defined benefit schemes
345,611
623,007

382,834
640,980


During the year retirement benefits were accruing to 2 Directors (2023 - 2) in respect of defined contribution pension schemes.


9.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
-
302

-
302

Page 23

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

10.


Income from investment

Company


2024
2023
£
£



Dividends received
1,500,000
-

1,500,000
-

Group
The Group received no income from investments during the year.


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
689,967
557,124

Adjustments in respect of previous periods
-
32,576


689,967
589,700


Total current tax
689,967
589,700
Page 24

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
1,293,239
1,352,799


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.03% (2023 - 19%)
310,765
257,032

Effects of:


Fixed asset difference
(27)
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
53,448
15,828

Capital allowances for year in excess of depreciation
-
19,214

Adjustments to tax charge in respect of prior periods
-
32,576

Movement in deferred tax not recognised
(11,072)
-

Remeasurement of deferred tax for changes in tax rates
429
-

Unrelieved tax losses brought  forward
-
(950)

Amortisation added back
336,424
266,000

Total tax charge for the year
689,967
589,700


12.


Dividends

2024
2023
£
£


Dividends
1,500,000
850,000

1,500,000
850,000

Page 25

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

13.


Intangible assets

Group





Goodwill

£



Cost


At 1 February 2023
14,000,000



At 31 January 2024

14,000,000



Amortisation


At 1 February 2023
1,400,000


Charge for the year on owned assets
1,400,000



At 31 January 2024

2,800,000



Net book value



At 31 January 2024
11,200,000



At 31 January 2023
12,600,000



The company has no intangible assets. 

Page 26

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

14.


Tangible fixed assets

Group






Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 February 2023
34,476
112,369
10,304
75,061
232,210


Additions
-
122,279
-
9,940
132,219


Disposals
-
(43,310)
-
-
(43,310)



At 31 January 2024

34,476
191,338
10,304
85,001
321,119



Depreciation


At 1 February 2023
10,556
62,220
8,285
60,749
141,810


Charge for the year on owned assets
8,619
34,439
1,403
8,439
52,900


Disposals
-
(43,311)
-
-
(43,311)



At 31 January 2024

19,175
53,348
9,688
69,188
151,399



Net book value



At 31 January 2024
15,301
137,990
616
15,813
169,720



At 31 January 2023
23,920
50,149
2,019
14,312
90,400

The company has no tangible assets. 


15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 February 2023
710



At 31 January 2024
710




The Group holds no fixed asset investments.


Page 27

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

Subsidiary undertaking


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Tunnelcraft Limited
Ground Floor,
 Sidney House, 
Christy Close,
 Southfields Business Park, 
Basildon, Essex, 
SS15 6TN
Ordinary
100%


16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
87,939
576,346
-
-

Amounts owed by group undertakings
-
-
5,295,879
5,548,668

Other debtors
231,077
410,764
-
-

Prepayments and accrued income
130,504
144,792
-
-

Amounts recoverable on long-term contracts
5,887,987
5,946,168
-
-

6,337,507
7,078,070
5,295,879
5,548,668



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
3,415
7,592
-
-

Trade creditors
225,967
89,999
-
-

Corporation tax
461,194
557,124
-
243,164

Other taxation and social security
1,907,148
2,359,715
-
-

Other creditors
473,886
544,714
-
-

Accruals and deferred income
2,078,360
1,638,864
5,000
5,000

5,149,970
5,198,008
5,000
248,164


Page 28

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

18.


Provisions


Group






Retirement benefits

£





At 1 February 2023
7,767,518


Charged to profit or loss
345,611



At 31 January 2024
8,113,129






Retirement benefits
2024
Retirement benefits
2023
£
£

Group


At 1 February 2022
7,767,518
7,144,511

Additional provision
345,611
623,007

At 31 January 2023
8,113,129
7,767,518

The Group provides a pension benefit in respect of senior employees. Amounts payable are charged to the profit and loss account in the year the contracts are entered into between the Group and the employees. The number of Directors to whom pension benefits are accruing under these pension agreements is 2 (2023 - 2).
The contributions and potential liabilities of the Group is respect of the pension agreements are fixed at least until the date of retirement of the employees which is over 10 years from the year end date. 
Although under section 28 of FRS102 this pension agreement is regarded as being a defined benefit scheme, the Directors are of the opinion that it does not bear any of the hallmarks of what is usually considered to be a defined benefit scheme and therefore no further disclosures are considered necessary in order to understand the nature and measurement of the liability. 
The Directors are also of the opinion that the liability as disclosed in the financial statements represents the full and final amount which could be expect, at this stage, to be paid in the future to settle the pension agreement liabilities.

Page 29

 


TUNNELCRAFT HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



236 (2023 - 236) Ordinary A shares of £1.00 each
236
236
236 (2023 - 236) Ordinary B shares of £1.00 each
236
236
238 (2023 - 238) Ordinary C shares of £1.00 each
238
238
5,183,834 (2023 - 5,183,834) Redeemable preference shares of £1.00 each
5,183,834
5,183,834

5,184,544

5,184,544


All Ordinary shares rank pari passu for participation in the profits and assets of the Company and carry full voting rights.
Redeemable preference shares are classified as equity in accordance with Section 22 (liabilities and equity) of the UK Financial Reporting Standard 102. As they are redeemable at the option of the issuer and carry no right to a return. The Company is not obliged to redeem these shares and merely has the option to do so. No premium is required to be paid on redemption.  Each ordinary share entitles the holder to receive notice of all general meetings and to attend and vote at any general meeting. One vote per member on a show of hands, one vote per share on a poll.
Each preference share is entitled to receive notice of meetings but not attend or vote, unless specific business is in discussion. They are not entitled to participation in the profits or assets except on a winding up or liquidation.


20.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated losses.


21.


Commitments under operating leases

At 31 January 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
16,667
20,000

Later than 1 year and not later than 5 years
-
16,667

16,667
36,667

22.


Controlling party

The Company is controlled by its Directors with no one party having ultimate control.

 
Page 30