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Tier 1 Asset Management Limited
Registered number: 03708416
Annual report and
financial statements
For the year ended 31 March 2024
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TIER 1 ASSET MANAGEMENT LIMITED
COMPANY INFORMATION
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E Chandler (appointed 17 February 2025)
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Chartered Accountants & Statutory Auditor
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National Westminster Bank PLC
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TIER 1 ASSET MANAGEMENT LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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TIER 1 ASSET MANAGEMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The Directors present the strategic report for the year ended 31 March 2024.
The Company is part of a group headed by Renaissance Topco Limited.
Across the year ended 31 March 2024, we have made significant progress financially, operationally and strategically. We have continued to build and develop our strong customer base. Our key strategic focus has been to continue on developing our core IT services while responding to customer demands and a dynamic changing marketplace.
We continue to work closely with our customers to help them fully realise the benefits of our IT services and refurbishment of computer equipment.
The Company’s performance depends largely on local staff. The loss of key individuals and the inability to recruit people with the right experience and skills could adversely impact the Company’s results.
For the year ended 31 March 2024, the average number of employees was 84 employees (2023: 75).
The principal activity of the company during the year is providing IT services to key enterprise clients and the refurbishment of computer equipment, which is then sold into various channels. The year has seen an decrease in turnover of £1,999,669 from the previous year.
The gross profit margin has increased from 48.4% in 2023 to 52.7% in the current year. The operating loss for the year was £6,237,440 compared to a loss of £165,417 (restated) in 2023.
Statement of Financial Position
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Cash and cash equivalents at 31 March 2024 were £0.5m (31 March 2023: £5.0m).
Net assets/(liabilities) have decreased to £(2.5)m (31 March 2023: £3.7m (restated)), primarily as a result of the loss for the year.
Financial key performance indicators
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The Company’s directors set and monitor business targets. KPIs for the Company are as follows:
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Year ended 31 March 2023 (Restated)
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There are no non-financial KPIs.
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TIER 1 ASSET MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Principal Risks and Uncertainties
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The management of the business and the execution of the Company’s strategy are subject to a number of risks. The key business risks affecting the Company are set out below. Risks are reviewed by the Board and appropriate processes put in place to monitor and mitigate them.
The Company operates, in a highly competitive market.
The Company’s performance depends largely on local staff. The loss of key individuals and the inability to recruit people with the right experience and skills could adversely impact the Company’s results.
The Company is subject to the wider economic impacts of the economic slowdown in the Company’s core markets of the UK. This is continually reviewed and the position is monitored by management as developments arise.
Financial Risk Management
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The directors review the Company’s exposure to financial risks on an ongoing basis.
The Company has no significant concentrations of credit risk. Any outstanding client balances are monitored on an ongoing basis and provisions for doubtful debts made as appropriate.
This report was approved by the board on 19 June 2025 and signed on its behalf.
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TIER 1 ASSET MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present their report and the financial statements for the year ended 31 March 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Director's 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 judgments and accounting estimates that are reasonable and prudent; 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 to 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 loss for the year, after taxation, amounted to £6,165,135 (2023 - loss £211,649).
During the year the Company paid dividends of £4,751 (2023: £Nil).
The directors who served during the year were:
H C Quinn (resigned 8 April 2024)
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Post year end, on 17 February 2025, E Chandler was appointed as a director.
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TIER 1 ASSET MANAGEMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Tier 1 Asset Management Limited is part of the Renaissance Topco Limited Group, which includes EOL IT Services Limited. As such, going concern is assessed on a group wide basis.
The Board assess going concern on the current financial position, the likely future financial performance and prospects of the Group and the expected future cash flows combined with considering the key risks facing the Group and other factors that could impact the future performance and financial position of the Group.
As part of the process adopted by the Board to reach a conclusion on both the appropriateness of preparing the financial statements on a going concern basis and on the viability of the business, the following matters were assessed:
1.Principal risks facing the Group in particular those that would threaten the current business strategy and model.
2.The future performance and prospects of the Group; and
3.The solvency and liquidity of the Group.
As part of the Board’s assessment of the matters set out consideration has been given to the following:
1.The financial position and the projected cash flow forecasts. In May 2024 the Group received £1.5m in cash in the form of a loan note from Bridges Fund Management the major shareholders of the ultimate parent company Renaissance Topco Limited. In addition to the £1.5m investment there is also a further £1m cash investment approved for working capital purposes if needed. The combination of the cash injection of £1.5m in May 2024, the restructuring and significant reduction of the cost base, combined with a focus on the commercial activities of the Group, should ensure the Group has sufficient working capital to continue as a going concern.
2.Consideration has also been given to the potential impact primarily on cash flows from principal risks and the Board have concluded that these do not threaten the Group's ability to continue as a going concern.
The Group in which the Company is part of makes use of a £7.0m external loan facility which is committed until 30 March 2028. The facility has three financial covenants – Cashflow Cover, Adjusted Leverage and Minimum Liquidity. The Minimum Liquidity covenant is forecast to be met on an ongoing basis for the entire covenant testing period. The lender has agreed a deferral of testing for both the Cashflow Cover and Adjusted Leverage covenants for a 10-month period from the date of the Amendment and Restatement Deed, as these are forecast to show breaches during this period. As such, the next testing period for these two covenants is 31 March 2026. However, from this date, on the basis of the current forecasts, the Group is expected to continue to breach these two covenants.
As a result, the Directors are in the process of renegotiating the current covenants with the lender. However, due to the uncertain economic outlook, there is a material uncertainty as to the ability of the Group to successfully renegotiate these at commercially acceptable terms.
The above material uncertainty may cast significant doubt on the Company’s ability to continue as a going concern and therefore realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
The Board have a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future and for a period of 12 months from the date of approval of the financial statements. Accordingly, the Board continue to adopt and consider appropriate the going concern basis in preparing the financial statements.
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TIER 1 ASSET MANAGEMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Economic impact of global events
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UK businesses are currently facing many uncertainties such as the consequences of Brexit, Covid 19, environmental sustainability and geopolitical events such as the Russian invasion of Ukraine. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and has concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
Tier 1 Asset Management Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Matters covered in the Strategic Report
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In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 the Company has chosen to include the strategic report information as required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
Disclosure of information to auditor
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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 auditor is 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 auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 19 June 2025 and signed on its behalf.
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TIER 1 ASSET MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TIER 1 ASSET MANAGEMENT LIMITED
Qualified Opinion
We have audited the financial statements of Tier 1 Asset Management Limited (the ‘Company’) for the year ended 31 March 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, except for the effects of the matter described in the “Basis for Qualified Opinion” section of our report, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 March 2024 and of its 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 Qualified Opinion
We were unable to obtain sufficient appropriate audit evidence regarding the revenue cut-off as at 31 March 2023 and 31 March 2024. The Company did not provide adequate documentation to substantiate the recognition of revenue for sales transactions occurring close to the end of the financial year. Owing to the nature of the Company’s records, we were unable to obtain sufficient appropriate audit evidence regarding the revenue cut-off by using other audit procedures. Consequently, we were unable to determine whether any adjustments to turnover, trade receivables, and retained earnings were necessary.
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 qualified opinion.
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TIER 1 ASSET MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TIER 1 ASSET MANAGEMENT LIMITED
Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements which describes the director's assessment of the Company’s ability to continue as a going concern and the actions that the Renaissance Topco Group has taken post year end to improve the financial viability of the business. This note also indicates that the Renaissance Topco Group may not be able to successfully renegotiate the existing financial covenants in place and would therefore mean that the Renaissance Topco Group would be in breach of those currently present should this renegotiation not be agreed by 31 March 2026.
As stated in note 2.3, these events or conditions, along with the other matters as set forth in this note to the financial statements, 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 auditor’s report thereon. The director's 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.
As described in the “Basis for Qualified Opinion” section of our report, our audit opinion is qualified as we were unable to satisfy ourselves concerning the revenue cut-off as at 31 March 2024. We have concluded that where the other information refers to turnover or related balances such as trade debtors, and the impact on other balances such as operating profit, they may be materially misstated for the same reason.
Opinions on other matters prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the “Basis for Qualified Opinion” section of our report, in our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
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TIER 1 ASSET MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TIER 1 ASSET MANAGEMENT LIMITED
Matters on which we are required to report by exception
In 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 Director's Report.
Arising solely of the limitation on the scope of our work relating to revenue cut-off, as set out in the “Basis for Qualified Opinion” section of our report:
• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
• we were unable to determine whether adequate accounting records had been kept.
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:
∙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.
Responsibilities of Directors
As explained more fully in the Director's Responsibilities Statement set out on page 3, 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 intend either 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 the financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
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TIER 1 ASSET MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TIER 1 ASSET MANAGEMENT LIMITED
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Christopher Martin (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
One St. Peter's Square
Manchester
M2 3DE
19 June 2025
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TIER 1 ASSET MANAGEMENT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2024 (2023: £NIL).
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The notes on pages 13 to 32 form part of these financial statements.
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See note 22 for further details in relation to the prior year adjustment.
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TIER 1 ASSET MANAGEMENT LIMITED
REGISTERED NUMBER: 03708416
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 June 2025.
The notes on pages 13 to 32 form part of these financial statements.
See note 22 for further details in relation to the prior year adjustment.
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TIER 1 ASSET MANAGEMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Total transactions with owners
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At 1 April 2023 (as previously stated)
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At 1 April 2023 (as restated)
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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The notes on pages 13 to 32 form part of these financial statements.
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Tier 1 Asset Management Limited ("the Company") is a private limited company, limited by shares and incorporated in England and Wales, registered number 03708416. The address of the registered office is 59 Stanley Road, Whitefield, Manchester, Greater Manchester, M45 8GZ.
2.Accounting policies
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Basis of preparation of financial statements
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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 judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
∙the requirements of Section 7 Statement of Cash Flows.
This information is included in the consolidated financial statements of Renaissance Topco Limited as at 31 March 2024 and these financial statements may be obtained from 59 Stanley Road, Whitefield, Manchester, Greater Manchester, England, M45 8GZ.
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Tier 1 Asset Management Limited is part of the Renaissance Topco Limited Group, which includes EOL IT Services Limited. As such, going concern is assessed on a group wide basis.
The Board assess going concern on the current financial position, the likely future financial performance and prospects of the Group and the expected future cash flows combined with considering the key risks facing the Group and other factors that could impact the future performance and financial position of the Group.
As part of the process adopted by the Board to reach a conclusion on both the appropriateness of preparing the financial statements on a going concern basis and on the viability of the business, the following matters were assessed:
1.Principal risks facing the Group in particular those that would threaten the current business strategy and model.
2.The future performance and prospects of the Group; and
3.The solvency and liquidity of the Group.
As part of the Board’s assessment of the matters set out consideration has been given to the following:
1.The financial position and the projected cash flow forecasts. In May 2024 the Group received £1.5m in cash in the form of a loan note from Bridges Fund Management the major shareholders of the ultimate parent company Renaissance Topco Limited. In addition to the £1.5m investment there is also a further £1m cash investment approved for working capital purposes if needed. The combination of the cash injection of £1.5m in May 2024, the restructuring and significant reduction of the cost base, combined with a focus on the commercial activities of the Group, should ensure the Group has sufficient working capital to continue as a going concern.
2.Consideration has also been given to the potential impact primarily on cash flows from principal risks and the Board have concluded that these do not threaten the Group's ability to continue as a going concern.
The Group in which the Company is part of makes use of a £7.0m external loan facility which is committed until 30 March 2028. The facility has three financial covenants – Cashflow Cover, Adjusted Leverage and Minimum Liquidity. The Minimum Liquidity covenant is forecast to be met on an ongoing basis for the entire covenant testing period. The lender has agreed a deferral of testing for both the Cashflow Cover and Adjusted Leverage covenants for a 10-month period from the date of the Amendment and Restatement Deed, as these are forecast to show breaches during this period. As such, the next testing period for these two covenants is 31 March 2026. However, from this date, on the basis of the current forecasts, the Group is expected to continue to breach these two covenants.
As a result, the Directors are in the process of renegotiating the current covenants with the lender. However, due to the uncertain economic outlook, there is a material uncertainty as to the ability of the Group to successfully renegotiate these at commercially acceptable terms.
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Going concern (continued)
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The above material uncertainty may cast significant doubt on the Company’s ability to continue as a going concern and therefore realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
The Board have a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future and for a period of 12 months from the date of approval of the financial statements. Accordingly, the Board continue to adopt and consider appropriate the going concern basis in preparing the financial statements.
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Foreign currency translation
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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. Non-monetary 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
- 15 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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.
Interest income is recognised in profit or loss using the effective interest method.
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.
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.
- 16 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. 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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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.
- 17 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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.
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.
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Cash and cash equivalents
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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.
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.
- 18 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.
- 19 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
- 20 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
- 21 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In applying the Company's accounting policies, the director is required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgments in applying the Company's accounting policies
The critical judgments that the Director has made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Assessing indicators of impairment
In assessing whether there have been any indicators of impaired assets, the Director has considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty, 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.
Recoverability of receivables
The Company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the Director considers factors such as the aging of the receivables, past experience of recoverability and the credit profile of individual or groups of customers.
Determining residual values and useful economic lives of tangible fixed assets
The Company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.
Judgment is applied by management when determining the residual values for plant, machinery and equipment. When determining the residual value, management aim to assess the amount that the Company would currently obtain for the disposal of the asset if it were already of the condition expected at the end of its useful economic life. Where possible this is done with reference to external market prices.
- 22 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Analysis of turnover by country of destination:
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Impairment of intercompany receivable
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For the year ended 31 March 2024 the Company incurred exceptional costs as part of a restructuring and cost saving programme and an impairment of an intercompany loan receivable.
See note 22 for further details in relation to the prior year adjustment.
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The operating loss is stated after charging:
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Amortisation of intangible assets
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Depreciation of tangible assets
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Cost of defined contribution scheme
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- 23 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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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.
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution pension scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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- 24 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 4 directors (2023 - 3) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £179,681 (2023 - £173,276).
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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 - £1,321).
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Interest on cash and cash equivalents
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Interest payable and similar expenses
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Finance leases and hire purchase contracts
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- 25 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Effects of changes in tax rates
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Adjustments in respect of prior periods
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- 26 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 - 19%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
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Expenses not deductible for tax purposes
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Other permanent differences
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of previous periods - deferred tax
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Remeasurement of deferred tax for
changes in tax rates
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Movement in deferred tax not recognised
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Other tax charge (relief) on exceptional items
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Other differences leading to an increase in the tax charge
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
- 27 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 28 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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The net book value of land and buildings may be further analysed as follows:
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Finished goods and goods for resale
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- 29 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free and repayable on demand.
See note 22 for further details in relation to the prior year adjustment.
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- 30 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Short term timing differences
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Allotted, called up and fully paid
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82,051 (2023 - 82,051) Ordinary shares of £0.001 each
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Profit and loss account
This reserve represents cumulative profits and losses less dividends declared.
Post signing of the prior year 31 March 2023 financial statements, £474k of exceptional expenses were reallocated to a Group Company. This reallocation decreased the exceptional items expense, amounts owed to group undertakings by £474k and increased reserves by £474k.
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 £64,610 (2023: £45,804). Contributions totalling £13,623 (2023: £29,829) were payable to the fund at the Statement of Financial Position date and are included in creditors.
- 31 -
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TIER 1 ASSET MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
|
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Commitments under operating leases
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At 31 March 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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25.Financial commitments, guarantees and contingent liabilities
The Company has granted fixed and floating charges over its property, undertakings and assets to secure loan facilities provided to Renaissance Midco Limited. As at 31 March 2024, the amount secured is £25,018,576 which is due for repayment on maturity. The loan is included within Renaissance Midco Limited's financial statements.
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Transactions with directors
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At the balance sheet date the director was owed £13,658 (2023: £39,638) by the Company. The loan is unsecured, interest free and repayable on demand.
|
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Related party transactions
|
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The Company is a wholly owned subsidiary of the group headed by Renaissance Topco Limited and as such has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with wholly owned subsidiaries within the group.
During the year, the Company made purchases of £75,000 from Bridges Limited, a related party. At year end, a balance of £23,832 was owed to Bridges Limited by the Company.
In addition, the Company paid rent of £158,400 (2023: £111,344) to a company held under common control.
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The immediate parent Company is Renaissance Bidco Limited, a company registered in England and Wales under company number 13686319.
The ultimate parent company is Renaissance Topco Limited, a company registered in England and Wales under company number 13685901. Renaissance Topco Limited heads the smallest and largest group into which the Company's results are consolidated.
- 32 -
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