Caseware UK (AP4) 2023.0.135 2023.0.135 2024-04-302024-05-062024-05-062024-05-062024-05-062024-05-062024-04-30falsetruetruetruetruetruefalse2023-05-01No description of principal activity8269truefalse 08166502 2023-05-01 2024-04-30 08166502 2022-05-01 2023-04-30 08166502 2024-04-30 08166502 2023-04-30 08166502 2022-05-01 08166502 2 2023-05-01 2024-04-30 08166502 d:CompanySecretary1 2023-05-01 2024-04-30 08166502 d:Director1 2023-05-01 2024-04-30 08166502 d:Director2 2023-05-01 2024-04-30 08166502 d:Director3 2023-05-01 2024-04-30 08166502 d:Director3 2024-04-30 08166502 d:Director4 2023-05-01 2024-04-30 08166502 d:Director4 2024-04-30 08166502 d:Director5 2023-05-01 2024-04-30 08166502 d:Director6 2023-05-01 2024-04-30 08166502 d:Director7 2023-05-01 2024-04-30 08166502 d:Director8 2023-05-01 2024-04-30 08166502 d:Director8 2024-04-30 08166502 d:RegisteredOffice 2023-05-01 2024-04-30 08166502 d:Agent1 2023-05-01 2024-04-30 08166502 e:ComputerEquipment 2023-05-01 2024-04-30 08166502 e:ComputerEquipment 2024-04-30 08166502 e:ComputerEquipment 2023-04-30 08166502 e:ComputerEquipment e:OwnedOrFreeholdAssets 2023-05-01 2024-04-30 08166502 e:CurrentFinancialInstruments 2024-04-30 08166502 e:CurrentFinancialInstruments 2023-04-30 08166502 e:Non-currentFinancialInstruments 2024-04-30 08166502 e:Non-currentFinancialInstruments 2023-04-30 08166502 e:CurrentFinancialInstruments e:WithinOneYear 2024-04-30 08166502 e:CurrentFinancialInstruments e:WithinOneYear 2023-04-30 08166502 e:ShareCapital 2023-05-01 2024-04-30 08166502 e:ShareCapital 2024-04-30 08166502 e:ShareCapital 2022-05-01 2023-04-30 08166502 e:ShareCapital 2023-04-30 08166502 e:ShareCapital 2022-05-01 08166502 e:SharePremium 2023-05-01 2024-04-30 08166502 e:SharePremium 2024-04-30 08166502 e:SharePremium 2 2023-05-01 2024-04-30 08166502 e:SharePremium 2022-05-01 2023-04-30 08166502 e:SharePremium 2023-04-30 08166502 e:SharePremium 2022-05-01 08166502 e:CapitalRedemptionReserve 2023-05-01 2024-04-30 08166502 e:CapitalRedemptionReserve 2024-04-30 08166502 e:CapitalRedemptionReserve 2 2023-05-01 2024-04-30 08166502 e:CapitalRedemptionReserve 2022-05-01 2023-04-30 08166502 e:CapitalRedemptionReserve 2023-04-30 08166502 e:CapitalRedemptionReserve 2022-05-01 08166502 e:RetainedEarningsAccumulatedLosses 2023-05-01 2024-04-30 08166502 e:RetainedEarningsAccumulatedLosses 2024-04-30 08166502 e:RetainedEarningsAccumulatedLosses 2 2023-05-01 2024-04-30 08166502 e:RetainedEarningsAccumulatedLosses 2022-05-01 2023-04-30 08166502 e:RetainedEarningsAccumulatedLosses 2023-04-30 08166502 e:RetainedEarningsAccumulatedLosses 2022-05-01 08166502 d:OrdinaryShareClass1 2023-05-01 2024-04-30 08166502 d:OrdinaryShareClass1 2024-04-30 08166502 d:OrdinaryShareClass1 2023-04-30 08166502 d:FRS102 2023-05-01 2024-04-30 08166502 d:Audited 2023-05-01 2024-04-30 08166502 d:FullAccounts 2023-05-01 2024-04-30 08166502 d:PrivateLimitedCompanyLtd 2023-05-01 2024-04-30 08166502 e:WithinOneYear 2024-04-30 08166502 e:WithinOneYear 2023-04-30 08166502 e:BetweenOneFiveYears 2024-04-30 08166502 e:BetweenOneFiveYears 2023-04-30 08166502 2 2023-05-01 2024-04-30 08166502 e:ShareCapital 2 2023-05-01 2024-04-30 08166502 f:PoundSterling 2023-05-01 2024-04-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 08166502
















KENSA CONTRACTING LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2024


































img3c2a.png


KENSA CONTRACTING LIMITED

 
COMPANY INFORMATION


DIRECTORS
I Barmaki 
D V Broom 
G F Cashmore (resigned 6 May 2024)
K E Clarke (resigned 6 May 2024)
L J Danysz 
S J Gadsden 
S G Gregory 
M G H Williams (appointed 6 May 2024)




COMPANY SECRETARIES
M Adderley (resigned 6 May 2024)
M G H Williams (appointed 6 May 2024)



REGISTERED NUMBER
08166502



REGISTERED OFFICE
Mount Wellington Mine
Chacewater

Truro

Cornwall

TR4 8RJ




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

Chy Nyverow

Newham Road

Truro

Cornwall

TR1 2DP




SOLICITORS
Tozers LLP
Broadwalk House

Southernhay West

Exeter

Devon

EX1 1UA






KENSA CONTRACTING LIMITED


CONTENTS



Page
Strategic report
 
1 - 4
Directors' report
 
5
Directors' responsibilities statement
 
6
Independent auditors' report
 
7 - 10
Statement of comprehensive income
 
11
Statement of financial position
 
12
Statement of changes in equity
 
13
Notes to the financial statements
 
14 - 28



KENSA CONTRACTING LIMITED

 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024

INTRODUCTION
 
The Directors present their strategic report for the year ended 30 April 2024.

Principal activity

The principal activity of the company is the design and installation of Ground Source Heat Pumps (GSHPs), as part of large contracts, for a wide range of applications providing heating, cooling and hot water in an environmentally friendly and cost efficient manner.

Our vision

To electrify the transition to sustainable and affordable heating and cooling for everyone.

Our core values, mission and priorities

Our core values are:
 
We do the right thing by the planet, by people and by Kensa
We want to be the best we can be
We innovate with purpose

In line with this our mission is to create the best heating and cooling solutions to connect a fossil-free world to Networked Heat Pumps.

The company has therefore set the following priorities:
 
Develop and sell offers to customers that meet their needs and are better than the competition, so we can make the biggest impact on the planet and fuel poverty
Deliver and scale our projects safely, efficiently and delivering great solutions for our customers to keep them warm or cool
Continue the Kensa Group spirit and be a great place to work, where we are excited by the adventure and act as a strong team
Continue to innovate across everything we do to deliver better solutions for our customers and the planet, and reduce the system cost
Continue to build and grow professional and efficient company functions and systems

Business strategy

For our clients we provide appropriate bespoke heating, cooling and hot water solutions. The company focuses on three core markets: New Build development; Social Housing Retrofit and Non-Domestic buildings; with the aim to deliver in each sector at increasing scale. We provide tailored solutions primarily through ground source, closed loop borehole, but will integrate additional sources of energy where appropriate to provide the best outcome for our customers and the environment.

Our business model is one of investment for continued growth and build capacity for the expected future growth of heat pumps. The UK places heat pumps at the heart of its plan for the decarbonisation of heat by 2030. The market is expected to grow from current levels of c.40,000 per year to around 600,000 heat pumps per year by 2028 and over 1 million heat pumps per year in the early 2030s.

Kensa Contracting is the UK market leader for GSHPs and we aim to maintain that position whilst helping to grow the wider market. We will achieve this through the formation of key strategic partnerships with customers, such as our partnership with the market leader in the provision of ‘last mile’ utilities to new homes, GTC Infrastructure Limited, other GSHP industry players and by building the case for an increasing contribution of GSHPs towards the UK's overall decarbonisation of heat with key stakeholders.

Page 1


KENSA CONTRACTING LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

BUSINESS REVIEW
 
The company delivered turnover of £17.4m in year, a reduction compared to the previous year, where turnover was £23.4m. The company delivers large scale projects across New Build, Social Housing retrofit, and Non-Domestic markets. Whilst the Non-Domestic market is comparatively new to the business and is an area of further development, historically the business has worked primarily in New Build and Social Housing. Both of these markets have been impacted by the regulatory environment highlighted above, specifically due to the Future Homes Standard and Social Housing Decarbonisation Fund respectively.

Within the financial year the key projects the company worked on included; the Department for Education ‘Decarbonisation Pilot’ scheme at West End Academy and Richmond Hill Primary Academy, social housing tower block retrofit for Thurrock Council, and new build affordable homes at the Toot Lane development in Boston, Lincolnshire.

Post year end the business agreed a partnership with GTC Infrastructure Limited, which will provide a new ‘route to market’ in the New Build space. GTC already have a significant market presence in the provision of last mile utilities, including gas networks, to developers. With the expected, albeit delayed, implementation of the Future Homes Standard, the partnership will enable GTC to have a competitive offering to developers to replace the gas network, whilst Kensa Contracting expect to benefit from an increase in market opportunities and scale.

In addition to this, there is an expectation that the third round of the Social Housing Decarbonisation Funds (now called Warm Homes: Social Housing Fund) will have more dedicated funding available, which presents a significant market opportunity to the company.

Page 2


KENSA CONTRACTING LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

PRINCIPAL RISKS AND UNCERTAINTIES
 
General
The company has the necessary control procedures in place which enables it to act quickly and effectively to risks and take appropriate action. Continuous improvement programmes are in place for the operating construction sites we work on, as well as for our own business processes. At a Group level, Kensa has established an Audit and Risk Committee, lead by Non-Executive Directors, to provide further assurance over risk management across all the businesses.

Compliance with legislation and financial intervention
In a developing and rapidly growing market which has seen, and continues to see, significant legislative and financial intervention, the company has dedicated resources to manage these compliance activities. The company has developed appropriate policies and controls to manage these risks.

Commercial
Our strategy of continued investment in business development, operational capacity, new technology and business systems is underpinned by the UK Government's published strategy of the decarbonisation of heat in buildings. Any watering down, delay or cancellation of the UK's decarbonisation strategy could significantly impact Kensa Group's strategy. The risk is primarily one of timing, given the broad political consensus on the need to decarbonise heating in the UK. Our strategy is to invest early enough to take advantage of the significant growth expected but if that growth is delayed the company has plans to adjust our business operations accordingly.

Competitors
Kensa Group has seen growing competition, with several organisations entering the market for large scale decarbonised heat installation. While this could pose short-term commercial risk, the longer-term view is positive as competition confirms the Group view of the strong prospects for growth.

Staff
Staff is the key resource in the business and the largest component of our operating costs. The planned growth of the business will require additional staff, as well as the implementation of more advanced operational technology. The ability to secure new members of staff, across a wide geography, and ensure they are supported and trained remains a challenge. Good training, competitive rates of pay and a wide range of benefits are seen as key, as is the maintenance of a great working environment and culture.

Financial
As a result of planned continued investment into the business, access to finance is key. In addition to the new investment in the financial year from Legal & General Capital Investment Limited and also OETF Ground Heat Limited and Sky Ground Heat Limited, post year end, the Group also received additional investment from PMB Invest. The Company recognises that there is a material uncertainty around a contingent component of the investment detailed above, which is due to be received in 2025. In the event that some of the investment is reduced, the Directors would take mitigating action. This is further detailed in note 2.3.

Maintenance of margins while managing operating costs is a major risk as the business grows. Exposure to a small number of large contracts also increases credit risk.

All risks are constantly monitored and appropriate action is taken where necessary.

Page 3


KENSA CONTRACTING LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024

KEY PERFORMANCE INDICATORS
 
Financial: Turnover, gross margin and gross margin by project.

Clients: Satisfaction and project scope delivery.

Products: Quality of installation, system reliability and efficiency.

Staff: Number, retention, reward and staff feedback.

All these performance indicators are regularly reported and reviewed by the board of directors.


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



M G H Williams
Director

Date: 29 January 2025

Page 4


KENSA CONTRACTING LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024

The directors present their report and the financial statements for the year ended 30 April 2024.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £5,943,959 (2023: loss £4,359,863).

No dividend is recommended.

DIRECTORS

The directors who served during the year were:

I Barmaki 
D V Broom 
G F Cashmore (resigned 6 May 2024)
K E Clarke (resigned 6 May 2024)
L J Danysz 
S J Gadsden 
S G Gregory 

FUTURE DEVELOPMENTS

Disclosed in the strategic report.

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'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's auditors are aware of that information.

POST BALANCE SHEET EVENTS

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

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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




M G H Williams
Director

Date: 29 January 2025

Mount Wellington Mine
Chacewater
Truro
Cornwall
TR4 8RJ

Page 5


KENSA CONTRACTING LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024

The directors are responsible for preparing the Strategic report, the Directors' 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 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 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;


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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6


KENSA CONTRACTING LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KENSA CONTRACTING LIMITED
OPINION


We have audited the financial statements of Kensa Contracting Limited (the 'Company') for the year ended 30 April 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the 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 Company's affairs as at 30 April 2024 and of its loss 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 Company 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.


MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


We draw attention to note 2.3 in the financial statements, which indicates that the Company incurred a net loss of £5,943,959 (2023: £4,359,863) during the year ended 30 April 2024 and, as of that date, the Company had net assets of £1,198,373 (2023: £111,628) and net current assets of £1,195,623 (2023: £91,118). 

The Company's ability to continue as a going concern under its current business operations is dependent on its parent company receiving contingent funding from existing investors in the short-term. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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 7


KENSA CONTRACTING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KENSA CONTRACTING 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 6, 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.


Page 8


KENSA CONTRACTING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KENSA CONTRACTING 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 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:

We have considered the nature of the industry and sector, control environment and business performance;
We have considered the results of our enquiries of management about their own identification and assessment of the risks of irregularities;
Any matters identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
°The internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements, and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in revenue recognition cut-off. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls.

We have also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006, Financial Reporting Standard 102 and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements, but compliance with which may be fundamental to the company's ability to operate or avoid a material penalty. These included health and safety, data protection regulations, ISO9001 regulations, and employment legislation.

Our procedures to respond to the risks identified included the following:

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
Reviewing board meeting minutes
Enquiring of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
 
Page 9


KENSA CONTRACTING LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KENSA CONTRACTING LIMITED (CONTINUED)

In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessment whether the judgements made in making accounting estimates are indicative of potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.


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.






Kevin Connor FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
Chy Nyverow
Newham Road
Truro
Cornwall
TR1 2DP

30 January 2025
Page 10


KENSA CONTRACTING LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024

2024
2023
Note
£
£

  

Turnover
 4 
17,419,115
23,394,374

Cost of sales
  
(14,105,821)
(21,267,782)

Gross profit
  
3,313,294
2,126,592

Administrative expenses
  
(9,249,327)
(6,634,312)

Other operating income
 5 
8,201
146,776

Operating loss
 6 
(5,927,832)
(4,360,944)

Interest receivable and similar income
 10 
3,621
1,081

Interest payable and similar expenses
 11 
(19,748)
-

Loss before tax
  
(5,943,959)
(4,359,863)

Tax on loss
 12 
-
-

Loss for the financial year
  
(5,943,959)
(4,359,863)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 28 form part of these financial statements.

Page 11


KENSA CONTRACTING LIMITED
REGISTERED NUMBER:08166502

STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
2,750
20,510

Current assets
  

Stocks
 14 
-
20,275

Debtors: amounts falling due after more than one year
 15 
812,601
633,645

Debtors: amounts falling due within one year
 15 
3,369,050
7,853,313

Cash at bank and in hand
 16 
821,873
762,668

  
5,003,524
9,269,901

Creditors: amounts falling due within one year
 17 
(3,807,901)
(9,178,783)

Net current assets
  
 
 
1,195,623
 
 
91,118

Total assets less current liabilities
  
1,198,373
111,628

  

Net assets
  
1,198,373
111,628


Capital and reserves
  

Called up share capital 
 20 
11,000
10,000

Capital contribution reserve
 21 
30,704
-

Profit and loss account
 21 
1,156,669
101,628

  
1,198,373
111,628


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





M G H Williams
Director

Date: 29 January 2025

The notes on pages 14 to 28 form part of these financial statements.

Page 12

KENSA CONTRACTING LIMITED



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024



Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Total equity


£
£
£
£
£



At 1 May 2022
1,000
-
-
(29,509)
(28,509)



Comprehensive income for the year


Loss for the year
-
-
-
(4,359,863)
(4,359,863)

Total comprehensive income for the year
-
-
-
(4,359,863)
(4,359,863)


Shares issued during the year
9,000
4,491,000
-
-
4,500,000


Transfer to profit and loss account
-
(4,491,000)
-
4,491,000
-



Total transactions with owners
9,000
-
-
4,491,000
4,500,000





At 1 May 2023
10,000
-
-
101,628
111,628



Comprehensive income for the year


Loss for the year
-
-
-
(5,943,959)
(5,943,959)

Total comprehensive income for the year
-
-
-
(5,943,959)
(5,943,959)


Shares issued during the year
1,000
6,999,000
-
-
7,000,000


Transfer to/from profit and loss account
-
(6,999,000)
-
6,999,000
-


Share based payment expense
-
-
30,704
-
30,704



Total transactions with owners
1,000
-
30,704
6,999,000
7,030,704



At 30 April 2024
11,000
-
30,704
1,156,669
1,198,373



The notes on pages 14 to 28 form part of these financial statements.

Page 13

KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1.


GENERAL INFORMATION

Kensa Contracting Limited (registered number 08166502) is a private company, limited by shares, and incorporated in England and Wales. The registered office is Mount Wellington Mine, Chacewater, Truro, Cornwall, TR4 8RJ.

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.

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

The following principal accounting policies have been applied:

 
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Kensa Group Limited as at 30 April 2024 and these financial statements may be obtained from Companies House.

Page 14


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.ACCOUNTING POLICIES (continued)

 
2.3

GOING CONCERN

The Company incurred a net loss of £5,943,959 (2023: £4,359,863) during the year ended 30 April 2024 and, as of that date, the Company had net assets of £1,198,373 (2023: £111,628) and net current assets of £1,195,623 (2023: £91,118). 
The financial statements disclose all matters of which we are aware that are relevant to the ability of the Company to continue as a going concern, including all significant conditions and events, mitigating factors and plans. The Company also has the intent and ability to take actions necessary to continue as a going concern.

The parent company’s shareholder agreement, with their major investors, includes further funding in the calendar years 2024 and 2025. Post year end, the 2024 funding was received in full (as disclosed in note 31 of Kensa Group Limited’s financial statements), supporting The Kensa Group to pursue its agreed strategy. The Kensa Group includes Kensa Group Limited, Kensa Contracting Limited, Kensa Heat Pumps Limited and Kensa Utilities Limited. The 2025 funding is expected to be received in the second quarter of that year. The funding is split between contractually committed and contingent elements.

Due to the contingent nature of an element of the parent company’s anticipated future funding there is a material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern as the parent company provides financial support to the Company. In combination, the anticipated future funding is expected to provide the financial support for The Kensa Group to continue investing in our growth strategy until reaching cash self-sufficiency. In the event that a materially lower amount of funding is received, the Directors would take mitigating action on the operations of The Kensa Group to compensate.

The Directors regularly review financial forecasts and expectations for the market to ensure that funding requirements remain adequate for the Company’s needs. These reviews will also enable the Directors to take appropriate action, if necessary, to the operations of the business to maintain such requirements over time. In forming their view on going concern, the Directors have considered the period of 12 months from the approval of these financial statements.

The Directors also regularly review the uncertainties associated with the policy landscape and the risks the business therefore faces. The ongoing investment into our growth strategy is predicated on the decarbonisation of heat as part of HM Government’s plans to achieve net zero emissions. The Kensa Group maintains regular communication with stakeholders, including the Government, to understand both the scope and timing of regulatory changes. The current expectations, in particular with regard to the Future Homes Standard, which is expected to be a major driver in the expansion of the ground sourced heat pump market, is for legislation to arrive in 2025, for implementation thereafter. The Kensa Group’s financial forecasts have included conservative assumptions in this regard to account for the uncertainty.

Consequently, the Directors conclude that, whilst there is a contingent element of the short-term funding which gives rise to the material uncertainty described above, it is appropriate to adopt the going concern basis in preparing the financial statements for the year ending 30 April 2024.

The Directors’ assumptions and outlook assume continued shareholder support to finance business operations. The financial statements do not reflect the adjustments that would be necessary should the ability of the Company to trade be jeopardised due to the loss of such support.

Page 15


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.ACCOUNTING POLICIES (continued)

 
2.4

REVENUE

Revenue represents amounts receivable on staged levels of completion during the contract installation of ground source heat pumps, net of trade discounts, VAT and other sales related taxes.
Where revenue and costs in relation to contract work can be estimated reliably, both revenue and expenses are recognised by reference to the stage of completion of the contract activity at the end of the reporting period. If the outcome cannot be measured reliably, then all costs are expensed in the period in which they were incurred and revenue is only recognised to the extent that it is probable such costs are recoverable. 

  
2.5

LONG-TERM CONTRACTS

Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses.
Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.

 
2.6

OPERATING LEASES: THE COMPANY 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.

 
2.7

GOVERNMENT GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

 
2.8

INTEREST INCOME

Interest income is recognised in profit or loss in the year in which it is receivable.

 
2.9

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.

Page 16


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.ACCOUNTING POLICIES (continued)

 
2.10

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

 
2.11

SHARE-BASED PAYMENTS

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.12

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 operates and generates 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 17


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.ACCOUNTING POLICIES (continued)

 
2.13

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:

Computer equipment
-
33%

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. 
From 1 May 2023, the depreciation basis for computer equipment changed from 7 years straight line to 3 years straight line. The change was made in order to better reflect the useful life of the assets.

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

 
2.14

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.17

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 18


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

2.ACCOUNTING POLICIES (continued)

 
2.18

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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 Company'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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans 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 payments 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.

Page 19


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Critical areas of judgement:

Equity settled share based payments
The Company operates Employee Share Schemes. The Directors have assessed the fair value of the share options and the corresponding share based payment accounting entries at the grant date with reference to comparable market data.
Long term contract accounting
Determination of stage of completion on incomplete contracts - in the construction industry, valuing incomplete contracts presents significant areas of judgement, particularly in the assessment of work-in-progress and revenue recognition. It requires careful consideration of various factors, such as contract amendments, potential delays, and unforeseen expenses. Additionally, management’s assumptions about the likelihood of contract completion and the associated risks, can greatly influence the recognised revenue and profit margins. On a monthly basis and at the financial year end, an assessment of each project is carried out that reviews margin and completeness.
Margin: the original financial information provided from sales is assessed against current progress and success of the project, and a judgement is made on the likelihood of the project margin being delivered in line with the original handover. This assessment considers any delays or additional works that may result in unforeseen costs, as well as a review of actual costs and revenue accounted for to date. A judgement, based on industry experience and knowledge of the contract, is made between the site operations and finance teams, who agree on the anticipated project end margin.
Completeness (and subsequent revenue recognition): monthly, the site teams survey all works completed on site that month. This is carried out through the physical inspection of completed works on site against the project milestones and deliverables set out at the start of the project. Completed works assessments are raised as valuation claims that are then reviewed by the contract operations team who have knowledge of the project and contract in question, before being submitted to the customer.


4.


TURNOVER

The whole of the turnover is attributable to the installation of ground source heat pumps.

All turnover arose within the United Kingdom.


5.


OTHER OPERATING INCOME

2024
2023
£
£

Government grants receivable
8,201
146,776


Page 20


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

6.


OPERATING LOSS

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
17,760
4,615

Other operating lease rentals
26,333
64,861

Share based payment expense
30,704
-


7.


AUDITORS' REMUNERATION

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
12,500
8,320

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


8.


EMPLOYEES

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


2024
2023
£
£

Wages and salaries
3,690,843
3,067,006

Social security costs
407,120
348,264

Cost of defined contribution scheme
75,756
67,414

4,173,719
3,482,684


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


        2024
        2023
            No.
            No.







Directors and senior management
12
9



Contract delivery
40
40



Sales and marketing
22
16



Finance and administration
8
4

82
69

Page 21


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

9.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
362,497
349,261

Company contributions to defined contribution pension schemes
5,283
5,283

367,780
354,544


During the year retirement benefits were accruing to 4 directors (2023: 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £107,089 (2023: £100,565).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2023: £1,256).

During the year 6 directors received share options in the Company's parent undertaking, Kensa Group Limited, under long-term incentive schemes (2023: 0).
Four directors were remunerated through the Company's parent undertaking, Kensa Group Limited.


10.


INTEREST RECEIVABLE

2024
2023
£
£


Other interest receivable
3,621
1,081


11.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
2023
£
£


Bank interest payable
19,748
-

Page 22


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

12.


TAXATION



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
£
£


Loss on ordinary activities before tax
(5,943,959)
(4,359,863)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 19%)
(1,485,990)
(828,374)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
8,539
-

Movement in deferred tax not recognised
1,477,451
828,374

TOTAL TAX CHARGE FOR THE YEAR
-
-


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

Page 23


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

13.


TANGIBLE FIXED ASSETS





Computer equipment

£



COST


At 1 May 2023
33,178



At 30 April 2024

33,178



DEPRECIATION


At 1 May 2023
12,668


Charge for the year on owned assets
17,760



At 30 April 2024

30,428



NET BOOK VALUE



At 30 April 2024
2,750



At 30 April 2023
20,510


14.


STOCKS

2024
2023
£
£

Stocks
-
20,275

Page 24


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

15.


DEBTORS

2024
2023
£
£

DUE AFTER MORE THAN ONE YEAR

Trade debtors
812,601
633,645


2024
2023
£
£

DUE WITHIN ONE YEAR

Trade debtors
1,821,889
5,093,748

Amounts owed by group undertakings
-
414,690

Other debtors
115,035
19,421

Prepayments and accrued income
1,432,126
2,325,454

3,369,050
7,853,313



16.


CASH AND CASH EQUIVALENTS

2024
2023
£
£

Cash at bank and in hand
821,873
762,668


Page 25


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024
2023
£
£

Bank loans
77,787
558,155

Trade creditors
899,957
3,410,162

Amounts owed to group undertakings
354,135
704,820

Other taxation and social security
172,098
375,036

Other creditors
15,254
13,490

Accruals and deferred income
2,288,670
4,117,120

3,807,901
9,178,783


The following liabilities were secured:

2024
2023
£
£



Bank loans
77,787
558,155

Details of security provided:

The bank holds security in the form of an unlimited multilateral guarantee given by the Company and other members of the Group, by means of a debenture which includes fixed and floating charges over all assets of the Company, and a general pledge relating to documents and goods. A group set-off of balances applies.


18.


LOANS


Analysis of the maturity of loans is given below:


2024
2023
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Bank loans
77,787
558,155





Bank loans consist of a buyers loan facility of £1,000,000 which is repayable on demand. The loan bears interest at 2.05% above the Bank of England base rate.


19.


DEFERRED TAXATION


A net deferred tax liability of £688 in respect of fixed asset timing differences has been offset by a net deferred tax asset in respect of tax losses of £688. The Company is still in the formative stages of growing its revenue-generating customer base. Due to lack of certainty as to the timing of when the Company can then utilise the tax losses, a net deferred tax asset of £2,942,350 has not been recognised.

Page 26


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

20.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



11,000 (2023: 10,000) Ordinary shares of £1.00 each
11,000
10,000


On 26 April 2024, 1,000 ordinary shares of £1 each were allotted as fully paid at a premium of £6,999 per share. The amount paid per share was £7,000 and therefore, £6,999,000 was credited to the share premium account.


21.


RESERVES

Share premium account

This reserve is the consideration received for shares issued above their nominal value, net of transaction costs.
On 29 April 2024 a special resolution was passed for the share premium account of the Company to be reduced from £6,999,000 to £nil. The value was credited to the Company's distributable reserves.

Capital contribution reserve

This reserve represents a capital contribution which has arisen from the accounting of the parent company's share based payment schemes as the Company is not reimbursing its parent company for the share based payment expenses recognised during the vesting periods in respect of staff employed by this Company. As detailed in note 22, full disclosure of the schemes is available in the consolidated accounts for Kensa Group Limited. 

Profit and loss account

This reserve includes all current and prior retained profits and losses, net of distributions to the shareholders.


22.


SHARE-BASED PAYMENTS

Kensa Group Limited, including its subsidiaries, operates two equity-settled share based remuneration schemes for senior managers in the Group. Awards were made in the financial years ending 30 April 2021 and 30 April 2024. In accordance with the scheme rules, the first scheme had options with a vesting period of 4 years and were exercisable between 2 April 2024 and 17 September 2030. Under the second scheme, options are only exercisable on the event of an exit or transaction. These options include the condition of continued employment until an exit. The options expire 10 years after the grant date.
Full disclosure of the scheme is available in the consolidated accounts of Kensa Group Limited.


23.


PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £75,756 (2023: £62,131). Contributions totalling £15,249 (2023: £13,490) were payable to the fund at the reporting date and are included in creditors.

Page 27


KENSA CONTRACTING LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

24.


COMMITMENTS UNDER OPERATING LEASES

At 30 April 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
6,230
286,978

Later than 1 year and not later than 5 years
-
290,702

6,230
577,680


25.OTHER FINANCIAL COMMITMENTS

The Company is party to a cross-guarantee in favour of HSBC UK Bank Plc in respect of all amounts owed by Kensa Group Limited, Kensa Contracting Limited, Kensa Heat Pumps Limited and Kensa Utilities Limited. At the year end, the total amounts outstanding comprised overdrafts of £1,480,232 (2023: £568,330) and term loans of £686,870 (2023: £1,226,261). 


26.


RELATED PARTY TRANSACTIONS

As a wholly owned subsidiary undertaking of their ultimate parent, Kensa Group Limited, the Company has taken advantage of the exemption in section 33.1A of FRS 102 in not disclosing intra-group transactions where 100% of the voting rights are controlled within the group.
During the year a company controlled by a director of the parent company was invoiced for goods and services totalling £nil (2023: £106,096). The amount outstanding at the year end was £nil (2023: £nil).


27.


CONTROLLING PARTY

The ultimate parent company and controlling party is Kensa Group Limited, (registered office: Mount Wellington, Fernsplatt, Chacewater, Truro, Cornwall, TR4 8RJ).

 
Page 28