Company registration number 08895442 (England and Wales)
TGM FACADES UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
TGM FACADES UK LIMITED
COMPANY INFORMATION
Directors
TGM Holding B.V.
Mr P R Hancock
Company number
08895442
Registered office
Zeeta House
200 Upper Richmond Road
Putney
London
United Kingdom
SW15 2SH
Auditor
Kirk Rice LLP
Zeeta House
200 Upper Richmond Road
Putney
London
United Kingdom
SW15 2SH
TGM FACADES UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
TGM FACADES UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
Introduction: TGM Facades UK Ltd is a leading provider of facade solutions within the construction industry. As part of the Dutch TGM group, we maintain our commitment to innovation, quality, and sustainability. This strategic report provides an overview of our activities and performance during the reporting period, as well as our outlook for the future.
Business Model and Strategy: TGM Facades UK Ltd specializes in engineering, manufacturing, and installing bespoke facade systems for commercial and residential buildings. Alongside our portfolio of prestigious projects, remediation projects will increasingly contribute to revenue and profit growth in the coming years. Our strategy remains focused on leveraging technical expertise, fostering collaborative relationships with clients and partners, and embracing sustainable practices.
Market Overview: TGM Facades UK Ltd operates in a large market with abundant opportunities but also healthy competition, making project acquisition challenging. The facade building market continues to grow, driven by urbanization and demand for energy-efficient solutions. Regulatory changes, such as the Building Safety Act, influence our operations and impose new training requirements for our staff, to which we are responding effectively.
Principal risks and uncertainties
Risk Management: No new risks have been identified in 2024. Key risks include supply chain disruptions, regulatory changes, and market competition. We mitigate these risks through proactive supplier relationships, monitoring industry trends, and diversifying our client base. Our ongoing response to regulatory changes, such as the Building Safety Act, ensures compliance and reduces potential operational disruptions.
Development and performance
Operational Highlights: In 2024, significant progress was achieved on key projects such as Alperton, Gramercy, and Twelve Trees. These successes highlight our capacity to deliver high-quality solutions in complex environments. Additionally, new opportunities are emerging in projects like Creekside, which promise to sustain our growth trajectory.
Financial Performance: Revenue for 2024 amounted to GBP 21 million, with a margin of 19%. After the loss experienced in 2022 and the recovery in 2023, TGM Facades UK Ltd achieved a healthy profit in 2024. The capital injection at the end of 2023 significantly strengthened our financial position, enabling us to capitalize on growth opportunities and enhance operational efficiency.
TGM FACADES UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Other information and explanations
Sustainability and CSR: TGM Facades UK Ltd is dedicated to sustainability, prioritizing energy-efficient designs, eco-friendly materials, and waste reduction in our projects. We have achieved several new accreditations (TOE TE VOEGAN), partly driven by the requirements of the Building Safety Act 2022. We also engage with local communities through outreach programs and initiatives that reflect our commitment to corporate social responsibility.
Future Outlook: Looking ahead, TGM Facades UK Ltd remains well-positioned to capitalize on market opportunities. The primary strategic priorities focus on expanding our client base. Currently, we work for several large and respected clients. By broadening our client base, we aim to reduce dependency on individual clients. Remediation projects, which address fire safety improvements for facades, are viewed as a temporary market opportunity. Several such projects have already been awarded to us. We are committed to maintaining our focus on innovation, customer satisfaction, and sustainability to drive growth and deliver value to our stakeholders.
Corporate Governance: In 2024, there were no changes in the composition of the board or corporate governance structures. We adhere to best practices in corporate governance, ensuring transparency, accountability, and ethical conduct. Our board of directors provides strategic oversight, while management ensures operational efficiency and compliance with regulatory requirements. We continue to refine our governance framework to uphold stakeholder trust.
Conclusion: TGM Facades UK Ltd has demonstrated resilience and adaptability in navigating the challenges of the facade building industry. With a renewed focus on remediation projects and strengthened financial footing, we are poised for sustained success. We remain committed to delivering exceptional value to our clients, shareholders, and communities.
TGM Holding B.V.
Director
20 March 2025
TGM FACADES UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of provision and installation of facade solutions to the construction industry.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
TGM Holding B.V.
Mr P R Hancock
Auditor
In accordance with the company's articles, a resolution proposing that Kirk Rice LLP be reappointed as auditor of the company will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
TGM Holding B.V.
Director
20 March 2025
TGM FACADES UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
TGM FACADES UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF TGM FACADES UK LIMITED
- 5 -
Opinion
We have audited the financial statements of TGM Facades UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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.
TGM FACADES UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF TGM FACADES UK LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 extent to which the audit was considered capable of detecting irregularities including fraud
Our audit approach was developed by obtaining an understanding of the company’s activities, the key functions undertaken by management, and the overall control environment. Based on this understanding we determined an overall materiality and assessed those aspects of the company’s transactions and balances which were most likely to give rise to a material misstatement and were most susceptible to irregularities including fraud or error. Specifically, we identified what we considered to be key audit risks and planned our audit approach accordingly.
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with the Companies Act 2006, FRS 102 and data protection laws.
We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentation or through collusion.
We focused on laws and regulations that could give rise to a material misstatement in the company's financial statements. Our tests included, but were not limited to:
agreement of the financial statements disclosures to underlying supporting documentation;
enquiries of management; and
considering the effectiveness of control environment in monitoring compliance with laws and regulations.
TGM FACADES UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF TGM FACADES UK LIMITED
- 7 -
These are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. As in all of our audits we also addressed the risk of going concern, revenue recognition and management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
James Moody
Senior Statutory Auditor
For and on behalf of Kirk Rice LLP
20 March 2025
Statutory Auditor
Zeeta House
200 Upper Richmond Road
Putney
London
United Kingdom
SW15 2SH
TGM FACADES UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
21,224,933
17,178,089
Cost of sales
(17,111,045)
(16,199,440)
Gross profit
4,113,888
978,649
Administrative expenses
(3,138,168)
(2,445,486)
Operating profit/(loss)
4
975,720
(1,466,837)
Interest receivable and similar income
8
49
14,994
Interest payable and similar expenses
9
(10,701)
(9,021)
Profit/(loss) before taxation
965,068
(1,460,864)
Tax on profit/(loss)
10
(242,231)
361,479
Profit/(loss) for the financial year
722,837
(1,099,385)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
TGM FACADES UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
6,490
6,273
Current assets
Debtors
12
3,158,084
5,569,847
Cash at bank and in hand
3,149,914
1,574,267
6,307,998
7,144,114
Creditors: amounts falling due within one year
14
(3,446,622)
(3,520,966)
Net current assets
2,861,376
3,623,148
Total assets less current liabilities
2,867,866
3,629,421
Provisions for liabilities
Provisions
15
296,243
1,780,635
(296,243)
(1,780,635)
Net assets
2,571,623
1,848,786
Capital and reserves
Called up share capital
19
100
100
Other reserves
4,699,131
4,699,131
Profit and loss reserves
21
(2,127,608)
(2,850,445)
Total equity
2,571,623
1,848,786
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 20 March 2025 and are signed on its behalf by:
TGM Holding B.V.
Director
Company registration number 08895442 (England and Wales)
TGM FACADES UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
100
-
(1,751,060)
(1,750,960)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(1,099,385)
(1,099,385)
Transfers
-
4,699,131
4,699,131
Balance at 31 December 2023
100
4,699,131
(2,850,445)
1,848,786
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
722,837
722,837
Balance at 31 December 2024
100
4,699,131
(2,127,608)
2,571,623
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information
Tgm Facades Uk Limited is a private company limited by shares incorporated in England and Wales. The registered office is Zeeta House, 200 Upper Richmond Road, Putney, London, United Kingdom, SW15 2SH.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 'Statement of Financial Position': Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
TGM Facades UK Limited is a wholly owned subsidiary of TGM Holding B.V. and the results of TGM Facades UK Limited are included in the consolidated financial statements of TGM Holding B.V.
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern
In preparing the 202true4 financial statements, management has maintained the going concern basis, as it believes that the company will be able to continue its operations in the normal course of business for the next twelve months from the date of approving the financial statements.
In the preceding fiscal year, the company faced challenges, including net current liabilities resulting from losses associated with an unfavorable contract. However, in the current period, the company has made substantial improvements to its financial position.
The financial restructuring, effected in December 2023, involved the conversion of a previously provided intercompany loan into share premium, resulting in a strengthening of equity. Additionally, the company has implemented measures to reduce losses and enhance financial performance.
While the sales funnel for 2025 and beyond is yet to be filled, management is optimistic about the prospects for the fiscal year 2024. The recently effected capital injections from the parent company have brought significant financial stability to the company.
Based on these considerations and the expectation that the company will continue to receive adequate support from the parent company, the directors reasonably expect that the company has sufficient resources to continue its business operations in the near future. Therefore, they have chosen to continue using the going concern basis in preparing the financial statements.
Management will closely monitor the financial situation of the company and take timely and appropriate measures, if necessary, to ensure the continuity of business operations.
1.3
Turnover
Turnover relates to construction instalment and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover is recognised upon the performance of these services and in line with surveyor certificates and retentions. For further information, see note 1.5.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
20% Straight Line
Fixtures and fittings
20% Straight Line
Computers
20% Straight Line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.5
Construction contracts
Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.
When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.
The “percentage of completion method” is used to determine the appropriate amount to recognise in a given period. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. These costs are presented as stocks, prepayments or other assets depending on their nature, and provided it is probable they will be recovered.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the financial instrument.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Debtors
Debtors do not carry interest and are stated at their nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the Profit and Loss account when there is objective evidence that the asset is impaired.
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Creditors
Creditors are not interest bearing and are included at their nominal value.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2
Judgements 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 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.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Projects
20,721,366
16,951,713
Service and Maintenance
503,567
226,376
21,224,933
17,178,089
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
21,224,933
17,178,089
2024
2023
£
£
Other revenue
Interest income
49
14,994
4
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange losses
543,862
31,234
Depreciation of owned tangible fixed assets
2,434
2,304
Profit on disposal of tangible fixed assets
-
(902)
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,200
14,225
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
10
9
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
849,629
733,289
Social security costs
88,078
86,649
Pension costs
27,141
23,294
964,848
843,232
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
152,867
135,825
Company pension contributions to defined contribution schemes
6,229
6,005
159,096
141,830
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
49
14,994
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
10,701
7,986
Other interest
1,035
10,701
9,021
10
Taxation
2024
2023
£
£
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
2024
2023
£
£
(Continued)
- 18 -
Deferred tax
Origination and reversal of timing differences
242,231
(361,479)
The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit/(loss) before taxation
965,068
(1,460,864)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
241,267
(365,216)
Tax effect of expenses that are not deductible in determining taxable profit
1,573
3,513
Unutilised tax losses carried forward
(242,177)
Change in unrecognised deferred tax assets
54
Capital allowances
(663)
Profit on sale of fixed assets
224
Unwind of deferred tax losses
242,177
Taxation charge/(credit) for the year
242,231
(361,479)
11
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2024
29,741
2,432
10,092
42,265
Additions
2,651
2,651
At 31 December 2024
29,741
2,432
12,743
44,916
Depreciation and impairment
At 1 January 2024
29,741
848
5,403
35,992
Depreciation charged in the year
487
1,947
2,434
At 31 December 2024
29,741
1,335
7,350
38,426
Carrying amount
At 31 December 2024
1,097
5,393
6,490
At 31 December 2023
1,584
4,689
6,273
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
409,205
470,466
Other debtors
1,627,671
2,059,662
Prepayments and accrued income
57,715
1,733,995
2,094,591
4,264,123
Deferred tax asset (note 16)
1,063,493
1,305,724
3,158,084
5,569,847
Included in prepayments and accrued income is income relating to work done before 31 December 2024 but invoiced after that date £8,372 (2023 £1,733,049).
13
Construction contracts
At 31 December 2024, retentions held by customers for contract work amounted to £1,615,204 (2023 - £1,752,512).
14
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Trade creditors
272,469
674,227
Taxation and social security
183,312
36,355
Deferred income
17
1,389,387
2,320,104
Other creditors
1,050,776
214,988
Accruals and deferred income
550,678
275,292
3,446,622
3,520,966
15
Provisions for liabilities
2024
2023
£
£
Onerous contracts
-
1,644,085
Glass repairs
296,243
136,550
296,243
1,780,635
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Provisions for liabilities
(Continued)
- 20 -
The expected loss on the onerous contract is to be recognised immediately when it is probable the total contract costs exceed the total contract revenue. As this is the case for one of the company's projects, the amount of the expected costs above the contracted revenue has been recognised through the P&L as a provision during 2023 and 2024.
Additionally, the company has provided for an obligation to repair or replace faulty glass windows in another of its projects. This obligation has arisen as a result of the contract initially entered into and the cost to correct the issue has been estimated and provided for.
Movements on provisions:
Onerous contracts
Glass repairs
Total
£
£
£
At 1 January 2024
1,644,085
136,550
1,780,635
Additional provisions in the year
-
159,693
159,693
Reversal of provision
(1,644,085)
-
(1,644,085)
At 31 December 2024
-
296,243
296,243
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2024
2023
Balances:
£
£
Accelerated capital allowances
(1,622)
(1,568)
Tax losses
1,065,115
1,307,292
1,063,493
1,305,724
2024
Movements in the year:
£
Asset at 1 January 2024
(1,305,724)
Charge to profit or loss
242,231
Asset at 31 December 2024
(1,063,493)
The deferred tax asset set out above is expected to reverse in future periods and relates to the utilisation of tax losses against future expected profits of the same periods.
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
17
Deferred income
2024
2023
£
£
Other deferred income
1,389,387
2,320,104
18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
27,141
23,294
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
19
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
20
Other reserves
2024
2023
£
£
At the beginning of the year
4,699,131
-
Additions
-
4,699,131
At the end of the year
4,699,131
4,699,131
During 2023, it was agreed that the intercompany trading balance between TGM Projects B.V. and TGM Holding B.V. should be converted into a capital injection and recorded in the company's equity reserves as such.
21
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
(2,850,445)
(1,751,060)
Profit/(loss) for the year
722,837
(1,099,385)
At the end of the year
(2,127,608)
(2,850,445)
TGM FACADES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
22
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
17,638
16,575
Between two and five years
11,900
29,538
29,538
46,113
23
Ultimate controlling party
The controlling party is TGM Holding BV, a company incorporated in the Netherlands. Registered office: Heesakkerweg 19, 5721 KM, Asten, Netherlands.
The parent of the smallest and largest group preparing consolidated accounts of which the company is a member is TGM Holding BV.
24
Related Party disclosures
Transactions with related parties
The company has taken advantage of the exemption from disclosing transactions with other wholly owned members of the same group.
Consultancy fees
During the year, the company paid £317,604 (2023: £144,000) in consultancy fees to a company owned by a close family member of a director.
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