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REGISTERED NUMBER: 03928202 (England and Wales)











STRATEGIC REPORT, DIRECTORS' REPORT AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

TENEO LIMITED

TENEO LIMITED (REGISTERED NUMBER: 03928202)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024










Page

Company Information 1

Strategic Report 2

Directors' Report 3

Independent Auditors' Report 5

Statement of Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


TENEO LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 JUNE 2024







DIRECTORS: P M J Carey
J S Hall
M J Sollars





SECRETARY: P M J Carey





REGISTERED OFFICE: Units 20-21 Theale Lakes Business Park
Moulden Way
Sulhamstead
Reading
Berkshire
RG7 4GB





REGISTERED NUMBER: 03928202 (England and Wales)





INDEPENDENT AUDITORS: Cooper Parry Group Limited
Statutory Auditor
First Floor, Davidson House
Forbury Square
Reading
Berkshire
RG1 3EU

TENEO LIMITED (REGISTERED NUMBER: 03928202)

STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024


The directors present their strategic report for the year ended 30 June 2024.

REVIEW OF BUSINESS
Teneo Limited continues on its path to become a trusted technology partner to 500 of the world's largest companies.

Teneo Limited experienced revenue growth of 2% compared with the year ended June 2023, along with gross profit growth of 6% compared with the same period. Gross margin for the year also improved at 24.7% compared with 23.9% in 2023. A review of overheads was completed to ensure that future costs were in alignment with sales. Teneo continued to invest in our services portfolio including our Digital Experience solution which experienced growth of 49% this year.

The directors have a goal to improve the lives of a million children around the world. This year Teneo continued its Purpose Beyond Profit initiative resulting in donations of £44k to charities focused on education.

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties affecting the Company are:

a) The competitive environment in which the Company operates
b) The reliance on continued strategic partnerships with major vendor partners, suppliers and customers
c) The effects of volatility in the currency markets
d) The ability to retain a positive workforce with relevant skills committed to the Company

The Company's success depends on its ability to have strategic partnerships with vendors, suppliers and customers. Customer partnerships are grown through excellent customer service, highly skilled employees delivering specialist IT solutions and services. The Company prioritises employee growth and development to ensure that employees are motivated, empowered and possess relevant skills.

As the Company does not enter into fixed rate contracts with its customers the risk of price increases from vendor partners is small and is limited to the general market demand when prices increase.

The Company transacts in several currencies, most notably USD, which puts it at risk of foreign exchange fluctuations. The Company's policy is to purchase forward contracts to manage the risk where appropriate.

Cash flow risk is managed through good credit control, matching terms between payables and receivables. The use of back-to-back ordering ensures that any delays in order fulfilment and delivery do not impact the company adversely or create cash flow risk.

KEY PERFORMANCE INDICATORS
The management team uses several financial and non-financial measures to assess the performance of the Company and report to the board. Important KPIs include those referred to in the "Review of the business" section of this report, such as Sales, Bookings, Gross Margin percentage, EBITDA percentage of gross profit, actual results compared with budget, vendor diversity and various working capital indicators. Non-financial indicators include employee and customer satisfaction surveys, employee retention statistics, and adherence to support call service level agreements.

ON BEHALF OF THE BOARD:




P M J Carey - Director


25 March 2025

TENEO LIMITED (REGISTERED NUMBER: 03928202)

DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024


The directors present their report with the financial statements of the company for the year ended 30 June 2024.

PRINCIPAL ACTIVITIES
The principal activities of the Company are the sale of professional and managed services solutions which include computer hardware, software and support contracts.

Our vision is to become a trusted technology partner to 500 of the world's largest companies so that we can improve the lives of a million children around the world.

DIVIDENDS
The directors do not recommend payment of a final dividend. An interim dividend was issued amounting to £324,997 (2023 - £362,159).

DIRECTORS
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report.

P M J Carey
J S Hall
M J Sollars

POLITICAL DONATIONS AND EXPENDITURE
No political donations have been made during the year.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The directors confirm that qualifying third party indemnity provisions are held that comply with law.

DIRECTORS' RESPONSIBILITIES STATEMENT
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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable to ensure that the financial statements comply with the Companies Act 2006. is 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.

TENEO LIMITED (REGISTERED NUMBER: 03928202)

DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024


STATEMENT OF DISCLOSURE TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The audit business of Haines Watts was acquired by Cooper Parry Group Limited on 30th September 2024. Haines Watts has resigned as auditor and Cooper Parry Group Limited has been appointed in its place

The auditors, Cooper Parry Group Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





P M J Carey - Director


25 March 2025

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
TENEO LIMITED


Opinion
We have audited the financial statements of Teneo Limited (the 'company') for the year ended 30 June 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 30 June 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 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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Directors' Report, but does not include the financial statements and our Auditors' Report thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
TENEO LIMITED


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the 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 where 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 three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
TENEO LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: FRS102 - the Financial Reporting Standard applicable in the UK & The Republic of Ireland, the Companies Act 2006 and relevant tax compliance regulations in the UK.

We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.
We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where management considered there was susceptibility to fraud. Audit procedures performed by the audit team included:

- Challenging assumptions and judgements made by management in its significant accounting estimates;
- Identifying and testing journal entries, with a focus on entries made with unusual accounting combinations;
- Confirming with management whether they have knowledge of any actual, suspected or illegal fraud;
- Evaluating whether there was evidence of bias by management that represents a risk of material misstatement due to fraud.

These procedures were designed to provide reasonable assurance that the financial statements were free
from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance with all laws and regulations.

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.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
TENEO LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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.




Mark Newbold FCA (Senior Statutory Auditor)
for and on behalf of Cooper Parry Group Limited
Statutory Auditor
First Floor, Davidson House
Forbury Square
Reading
Berkshire
RG1 3EU

25 March 2025

TENEO LIMITED (REGISTERED NUMBER: 03928202)

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024 2023
Notes £ £

REVENUE 4 12,602,796 12,298,087

Cost of sales 9,493,912 9,354,110
GROSS PROFIT 3,108,884 2,943,977

Administrative expenses 3,245,399 2,829,013
(136,515 ) 114,964

Other operating income - 24,350
OPERATING (LOSS)/PROFIT 6 (136,515 ) 139,314

Interest receivable and similar income 7 30,724 17,960
Finance costs 8 - (108 )
(LOSS)/PROFIT BEFORE TAXATION (105,791 ) 157,166

Tax on (loss)/profit 9 (40,328 ) (85,177 )
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(65,463

)

242,343

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(65,463

)

242,343

TENEO LIMITED (REGISTERED NUMBER: 03928202)

BALANCE SHEET
30 JUNE 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Tangible assets 11 36,785 12,434
Investments 12 1,094,490 1,094,490
1,131,275 1,106,924

CURRENT ASSETS
Inventories 13 - 19,227
Debtors: amounts falling due within one
year

14

3,326,650

5,191,603
Trade and other receivables falling due
after one year

14

258,950

529,021
Cash at bank 563,751 933,878
4,149,351 6,673,729
LIABILITIES
Amounts falling due within one year 15 3,632,648 5,331,611
NET CURRENT ASSETS 516,703 1,342,118
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,647,978

2,449,042

LIABILITIES
Amounts falling due after more than one
year

16

741,347

1,151,951
NET ASSETS 906,631 1,297,091

CAPITAL AND RESERVES
Called up share capital 21 45,000 45,000
Retained earnings 861,631 1,252,091
SHAREHOLDERS' FUNDS 906,631 1,297,091

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 25 March 2025 and were signed on its behalf by:





P M J Carey - Director


TENEO LIMITED (REGISTERED NUMBER: 03928202)

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

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 July 2022 45,000 1,371,907 1,416,907
Total comprehensive income - 242,343 242,343
Dividends - (362,159 ) (362,159 )
Balance at 30 June 2023 45,000 1,252,091 1,297,091
Total comprehensive income - (65,463 ) (65,463 )
Dividends - (324,997 ) (324,997 )
Balance at 30 June 2024 45,000 861,631 906,631

TENEO LIMITED (REGISTERED NUMBER: 03928202)

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


1. ACCOUNTING POLICIES

Teneo Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


The financial statements are rounded to the nearest £.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern
The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirement of paragraph 3.17(d).

Preparation of consolidated financial statements
The financial statements contain information about Teneo Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Teneo Group Limited, Unit 20/21 Theale Lakes Business Park, Moulden Way, Sulhamstead, Berkshire, United Kingdom, RG7 4GB..

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the Company has transferred the significant risks and rewards of ownership to the buyer;
-
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the transaction; and
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
-
the stage of completion of the contract at the end of the reporting period can be measured reliably;
- the costs incurred and the costs to complete the contract can be measured reliably.

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.

The estimated useful lives range as follows:
Computer equipment-3 years
Fixtures and fittings-3-5 years

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

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

Investments in subsidiaries
Investments in subsidiaries are measured at cost less accumulated impairment.

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Inventories
Inventories are valued at the lower of cost and net realisable value after making due allowances for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

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.

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.

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.

Financial instruments
The Company enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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 of finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount the the Company would receive for the asset if it were to be sold at the balance sheet date.


TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

Taxation
Tax is recognised in the Statement of comprehensive income, 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 balance sheet 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 Balance sheet 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 balance sheet date.

Research and development
Expenditure on research and development is recognised in the Statement of Comprehensive Income as part of administrative expenses.

Foreign currency translation
Functional and presentation currency
The Company's functional and presentational currency is GBP.

Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Operating leases
Rentals paid under operating leases are charged to the statement of comprehensive income 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.

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 the statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Government grants
The company receives government grants in respect of the job retention scheme. These grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received using the accrual model.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of the financial statements can require management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made include the useful economic life of tangible fixed assets, the carrying value of unlisted investments, determining whether leases entered into by the company as a lessee are operating leases or finance leases and establishing the fair value of financial instruments held at fair value through profit or loss.

4. REVENUE

The revenue and loss (2023 - profit) before taxation are attributable to the principal activities of the company.

An analysis of revenue by class of business is given below:

2024 2023
£ £
Hardware 1,081,878 773,585
Software 280,897 657,420
Maintenance 9,722,514 9,449,996
Professional and other service 1,517,507 1,417,086
12,602,796 12,298,087

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


4. REVENUE - continued

An analysis of revenue by geographical market is given below:

2024 2023
£ £
United Kingdom 10,227,751 10,000,018
Rest of Europe 400,695 499,321
Rest of World 1,974,350 1,798,748
12,602,796 12,298,087

5. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 2,373,906 2,426,589
Social security costs 265,948 259,582
Other pension costs 106,016 106,577
2,745,870 2,792,748

The average number of employees during the year was as follows:
2024 2023

Administration 4 4
Sales & Marketing 17 16
Operations 15 19
36 39

2024 2023
£ £
Directors' remuneration 163,289 170,443
Directors' pension contributions to money purchase schemes 8,251 8,055

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


6. OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024 2023
£ £
Other operating leases 85,412 69,554
Depreciation - owned assets 15,692 6,724
Auditors remuneration 17,250 16,150
Foreign exchange differences (66,319 ) 56,539
Research and development 19,630 42,063

7. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£ £
Deposit account interest 30,195 17,929
Other interest 529 31
30,724 17,960

8. FINANCE COSTS
2024 2023
£ £
Bank interest - 108

9. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2024 2023
£ £
Current tax:
Adjustments in respect of
prior periods (40,192 ) (85,177 )

Deferred tax (136 ) -
Tax on (loss)/profit (40,328 ) (85,177 )

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


9. TAXATION - continued

Reconciliation of total tax credit included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
(Loss)/profit before tax (105,791 ) 157,166
(Loss)/profit multiplied by the standard rate of corporation tax in the
UK of 25% (2023 - 25%)

(26,448

)

39,292

Effects of:
Expenses not deductible for tax purposes 24,909 1,304
Capital allowances in excess of depreciation (6,998 ) (1,740 )
Utilisation of tax losses - (124,033 )
Adjustments to tax charge in respect of previous periods (40,192 ) -
Tax losses surrendered to group 8,537 -
Deferred tax (136 ) -
Total tax credit (40,328 ) (85,177 )

10. DIVIDENDS
2024 2023
£ £
Ordinary shares of £1 each
Interim 324,997 362,159

11. TANGIBLE FIXED ASSETS
Fixtures
and Computer
fittings equipment Totals
£ £ £
COST
At 1 July 2023 127,758 564,406 692,164
Additions - 40,043 40,043
At 30 June 2024 127,758 604,449 732,207
DEPRECIATION
At 1 July 2023 127,758 551,972 679,730
Charge for year - 15,692 15,692
At 30 June 2024 127,758 567,664 695,422
NET BOOK VALUE
At 30 June 2024 - 36,785 36,785
At 30 June 2023 - 12,434 12,434

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


12. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£
COST
At 1 July 2023
and 30 June 2024 1,094,490
NET BOOK VALUE
At 30 June 2024 1,094,490
At 30 June 2023 1,094,490

Subsidiaries

Details of the Company's subsidiaries are as follows:

Company name Country of
incorporation
Nature of business
Teneo Inc. USA Sales of IT hardware, software and services
Geode Services Limited** UK Sales of IT hardware, software and services
Teneo Australia Pty Limited Australia Sales of IT hardware, software and services
Teneo France SAS France Sales of IT hardware, software and services
Geode Services LLC USA Sales of IT hardware, software and services

The company holds 100% of the share capital of the above subsidiaries.

*Geode Services LLC is indirectly held by Teneo Limited.

**Geode Services Limited benefits from exemption from audit as a result of the issue of a parental guarantee under section 479A of the Companies Act 2006.

13. INVENTORIES
2024 2023
£ £
Raw materials - 19,227

14. TRADE AND OTHER RECEIVABLES
2024 2023
£ £
Amounts falling due within one year:
Trade receivables 1,388,301 2,603,998
Amounts owed by group undertakings 617,791 678,011
Other receivables 2,643 10,910
Tax 484 112,216
VAT 15,139 211,003
Deferred tax asset 3,470 3,334
Prepayments and accrued income 1,298,822 1,572,131
3,326,650 5,191,603

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


14. TRADE AND OTHER RECEIVABLES - continued
2024 2023
£ £
Amounts falling due after more than one year:
Prepayments and accrued income 258,950 529,021

Aggregate amounts 3,585,600 5,720,624

15. CURRENT LIABILITIES
2024 2023
£ £
Trade payables 1,408,004 2,197,086
Amounts owed to group undertakings 191,719 177,154
Social security and other taxes 68,934 71,028
Other payables 19,274 -
Financial instruments 5,974 79,648
Accruals and deferred income 1,938,743 2,806,695
3,632,648 5,331,611

16. NON -CURRENT LIABILITIES
2024 2023
£ £
Other borrowings (see note 17) 200,000 200,000
Accruals and deferred income 541,347 951,951
741,347 1,151,951

17. BORROWINGS

An analysis of the maturity of borrowings is given below:

2024 2023
£ £
Amounts falling due between one and two years:
Preference shares 200,000 200,000

Details of shares shown as liabilities are as follows:

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
200,000 Preference £1 200,000 200,000

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


17. BORROWINGS - continued

The 6% cumulative preference shares of £1 each rank pari-passu with the ordinary shares in all respects except for:

Voting rights
Holders of preference shares shall not be entitled to receive notice of, attend or vote at any general meeting of the Company unless:

-
At the date of the notice convening the meeting, the dividend on the preference shares 12 months in arrears, and/or;
-


The business of the meeting includes the consideration of a resolution for winding up the Company or reducing its capital or the sale of the undertaking of the Company or if any resolution directly modifies or abrogates the rights and privileges attached to the preference shares.

Capital
On winding up or repayment of capital, holders of preference shares have priority to a return of the capital paid up over any other class of shares.

Redemption
The Company has the right to redeem at par the whole or part of the preference shares provided that the Company gives not less than three months' notice in writing and that all arrears of dividend payable on the preference shares have been paid.

18. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£ £
Within one year 85,500 85,500
Between one and five years 228,000 313,500
313,500 399,000

19. FINANCIAL INSTRUMENTS

The Company has one US dollar forward exchange contract which has matured at the end of the financial year. The total value of this contract is £800,645 (2023: £1,226,509) or $1,000,000 (2023: $1,450,000) in contracted currency. This contract has a settlement date during the current financial year.

20. DEFERRED TAX
£
Balance at 1 July 2023 (3,334 )
Provided during year (136 )
Balance at 30 June 2024 (3,470 )

TENEO LIMITED (REGISTERED NUMBER: 03928202)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
45,000 Ordinary £1 45,000 45,000

Voting rights
Shares rank equally for voting purposes on a show of hands each member shall have one vote and on a poll each member shall have one vote per share held. The voting rights are more particularly described in the Articles of Association. Dividend rights: each share ranks equally for any dividend declared as more particularly described in the articles of Association. Distribution rights on a winding up: each share ranks equally for any distribution made on winding up as more particularly described on the Articles of Association. Redeemable Shares: the shares are not redeemable.

Retained earnings are made up of accumulation of profit and dividends from prior year and current years trading.

22. PENSION COMMITMENTS

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge of £106,016 (2023 - £106,577) represents contributions payable by the Company to the fund during the year. There were £19,058 (2023 - £Nil) contributions outstanding at the balance sheet date.

23. CONTINGENT LIABILITIES

The company has a Guarantee with HSBC UK for £4,000 (2023: £4,000).

24. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

The key management personnel are considered to be the directors. Details of the remuneration can be found in note 5.

25. ULTIMATE CONTROLLING PARTY

The ultimate parent company is Teneo Group Limited, a company registered in England and Wales. The ultimate controlling party is P M J Carey by virtue of his majority shareholding.

Teneo Group Limited prepares consolidated financial statements and is both the largest and smallest group of undertakings for which consolidated financial accounts have been drawn up. Copies can be obtained from the registered office Unit 20/21 Theale Lakes Business Park, Moulden Way, Sulhamstead, Berkshire, RG7 4GB.