Company registration number SC042491 (Scotland)
Tennant UK Cleaning Solutions Limited
Annual report and financial statements
For the year ended 31 December 2024
Tennant UK Cleaning Solutions Limited
Company information
Directors
Kathryn Garrison
(Appointed 22 January 2024)
Kevin O'Riordan
(Appointed 22 January 2024)
Peter Tye
Company number
SC042491
Registered office
115 George Street
Edinburgh
Scotland
United Kingdom
EH2 4JN
Auditor
DJH Audit Limited
The Exchange
5 Bank Street
Bury
Lancashire
BL9 0DN
Tennant UK Cleaning Solutions Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10 - 11
Statement of changes in equity
12
Notes to the financial statements
13 - 30
Tennant UK Cleaning Solutions Limited
Strategic report
For the year ended 31 December 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of the sales, rental and maintenance of both indoor and outdoor cleaning machines.
Review of business
Following on from an exceptional growth year through 2023, 2024 turnover closed at +1% (+£250k) on the previous year.
Turnover closed on £24.82m, which for consecutive years, outpaced early year expectations. Floorcare turnover was supported with business formerly invoiced by Vaclensa, a change implemented in May 2021, in order to provide a single point of contact and higher level of Customer Service. With regards to the Vaclensa floorcare business, TUKCLS acted as an administrative billing agent for these sales in 2024 and therefore earned a small administrative service fee.
Gross Profit Margin of 27.6% was achieved in 2024 (2023 25.8%), which delivered in line with plan as recent cost fluctuations were mitigated through the diversification of product supply plus further expansion of both the product and customer sales mix.
Administration Costs increased by 17.7%, to £6,421k (2023 £5,456k), through inflationary pressure as well as structured investment to support strategic growth initiatives. Cost increase also includes realignment of expenses between Vaclensa and Parent, TUKCSL.
Principal risks and uncertainties
• Global Supply Chain
We have established cross functional and ongoing communications with suppliers to review, track and prioritise high risk components. We have also identified and activated alternative suppliers and products as required.
• Margin Risk
Competitive pressure within the UK Cleaning Industry is a continuing risk for the company. The company mitigates this risk by providing innovative and value-added products and service to its customers at competitive price points, whilst also providing a high level of service and quality.
• Credit Risk
The Company is exposed to credit risk on its sales. The Company has implemented a series of internal controls to minimise this risk by ensuring that sales are made to customers with an appropriate credit history, and by monitoring of adherence to credit terms.
• Liquidity Risk
Liquidity is maintained at prudent level to ensure sufficient funds are available for ongoing operations, future developments, and a buffer to cover contingencies. The company maintains sufficient cash and group funding opportunities to meet its funding requirements and monitors cashflow as part of its day-to-day controls and is also advised by group treasury department.
Tennant UK Cleaning Solutions Limited
Strategic report (continued)
For the year ended 31 December 2024
- 2 -
Future outlook
The supply and maintenance of cleaning machines will, in common with many other businesses, be subject to external economic factors and so the company will continue to be managed on a prudent basis, to ensure long term stability.
From 1st Jan 2025, the business operations of Vaclensa and TUKCSL were completely integrated through a hive-up transaction, with all future trade continuing through the Tennant entity. Vaclensa as an entity has ceased to trade.
The directors outlook for 2025, in line with corporate strategy, is for accelerated growth and investment in both Product, People and Partnerships, to growth market share and to improve brand awareness.
The results for Q1 2025 show turnover delivering ahead of plan, whilst the order book remains healthy as a result of new customer wins and a wider product portfolio.
The company has a strong cash position and further support is available from the ultimate parent company, Tennant Company, if required. There is access to draw down liquid funds if required in the future and we are not aware of any significant collection issues.
Kathryn Garrison
Director
8 August 2025
Tennant UK Cleaning Solutions Limited
Directors' report
For the year ended 31 December 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Kathryn Garrison
(Appointed 22 January 2024)
Kevin O'Riordan
(Appointed 22 January 2024)
Peter Tye
Kristin Stokes
(Resigned 22 January 2024)
Thomas Stueve
(Resigned 22 January 2024)
Auditor
The auditor, DJH Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; 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 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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
Tennant UK Cleaning Solutions Limited
Directors' report (continued)
For the year ended 31 December 2024
- 4 -
On behalf of the board
Kathryn Garrison
Director
8 August 2025
Tennant UK Cleaning Solutions Limited
Independent auditor's report
To the member of Tennant UK Cleaning Solutions Limited
- 5 -
Opinion
We have audited the financial statements of Tennant UK Cleaning Solutions Limited (the 'company') for the year ended 31 December 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 significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Tennant UK Cleaning Solutions Limited
Independent auditor's report (continued)
To the member of Tennant UK Cleaning Solutions Limited
- 6 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Tennant UK Cleaning Solutions Limited
Independent auditor's report (continued)
To the member of Tennant UK Cleaning Solutions Limited
- 7 -
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, Health & Safety at Work 1974, Employment Act 2002 and National Minimum Wage 1998.
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries, in particular those that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
Testing key revenue lines, in particular cut-off, for evidence of management bias.
Obtaining third-party confirmation of material bank balances.
Documenting and verifying all significant related party balances and transactions.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Tennant UK Cleaning Solutions Limited
Independent auditor's report (continued)
To the member of Tennant UK Cleaning Solutions Limited
- 8 -
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
Richard Askey (Senior Statutory Auditor)
For and on behalf of DJH Audit Limited, Statutory Auditor
Accountants
The Exchange
5 Bank Street
Bury
Lancashire
BL9 0DN
12 August 2025
Tennant UK Cleaning Solutions Limited
Statement of comprehensive income
For the year ended 31 December 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
24,820,331
24,570,006
Cost of sales
(17,975,025)
(18,227,577)
Gross profit
6,845,306
6,342,429
Administrative expenses
(6,355,455)
(5,456,205)
Operating profit
4
489,851
886,224
Interest receivable and similar income
7
245,181
200,521
Interest payable and similar expenses
8
(8,162)
Other gains and losses
164,284
(2,912,271)
Profit/(loss) before taxation
899,316
(1,833,688)
Tax on profit/(loss)
9
(321,017)
(336,840)
Profit/(loss) for the financial year
578,299
(2,170,528)
Other comprehensive income
Actuarial (loss)/gain on defined benefit pension schemes
(1,765,000)
959,000
Tax relating to other comprehensive income
441,250
(239,750)
Total comprehensive income for the year
(745,451)
(1,451,278)
The income statement has been prepared on the basis that all operations are continuing operations.
Tennant UK Cleaning Solutions Limited
Statement of financial position
As at 31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
1,151,895
1,382,274
Tangible assets
12
823,535
1,022,401
Investments
13
5,168,693
5,004,409
7,144,123
7,409,084
Current assets
Stocks
15
725,726
977,352
Debtors
16
5,489,327
4,970,837
Cash at bank and in hand
3,803,122
7,803,419
10,018,175
13,751,608
Creditors: amounts falling due within one year
17
(5,250,542)
(9,712,208)
Net current assets
4,767,633
4,039,400
Total assets less current liabilities
11,911,756
11,448,484
Provisions for liabilities
Deferred tax liability
18
1,010,900
1,390,177
(1,010,900)
(1,390,177)
Net assets excluding pension surplus
10,900,856
10,058,307
Defined benefit pension surplus
19
3,511,000
5,099,000
Net assets
14,411,856
15,157,307
Capital and reserves
Called up share capital
20
107,075
107,075
Share premium account
21
100,381
100,381
Capital redemption reserve
21
792
792
Other reserves
21
7,065,869
7,065,869
Profit and loss reserves
21
7,137,739
7,883,190
Total equity
14,411,856
15,157,307
Tennant UK Cleaning Solutions Limited
Statement of financial position (continued)
As at 31 December 2024
- 11 -
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 8 August 2025 and are signed on its behalf by:
Kathryn Garrison
Director
Company registration number SC042491 (Scotland)
Tennant UK Cleaning Solutions Limited
Statement of changes in equity
For the year ended 31 December 2024
- 12 -
Share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
£
Balance at 1 January 2023
107,075
100,381
792
7,065,869
9,334,468
16,608,585
Year ended 31 December 2023:
Loss
-
-
-
-
(2,170,528)
(2,170,528)
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
-
959,000
959,000
Tax relating to other comprehensive income
-
-
-
-
(239,750)
(239,750)
Total comprehensive income
-
-
-
-
(1,451,278)
(1,451,278)
Balance at 31 December 2023
107,075
100,381
792
7,065,869
7,883,190
15,157,307
Year ended 31 December 2024:
Profit
-
-
-
-
578,299
578,299
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
-
(1,765,000)
(1,765,000)
Tax relating to other comprehensive income
-
-
-
-
441,250
441,250
Total comprehensive income
-
-
-
-
(745,451)
(745,451)
Balance at 31 December 2024
107,075
100,381
792
7,065,869
7,137,739
14,411,856
Tennant UK Cleaning Solutions Limited
Notes to the financial statements
For the year ended 31 December 2024
- 13 -
1
Accounting policies
Company information
Tennant UK Cleaning Solutions Limited is a private company limited by shares incorporated in Scotland. The company's registered number is SC042491 and its registered office is 115 George Street, Edinburgh, Scotland, United Kingdom, EH2 4JN.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The financial statements of the company are consolidated in the financial statements of the company's ultimate parent undertaking, Tennant Company. The consolidated financial statements of Tennant Company are prepared in accordance with US Generally Accepted Accounting Principles. These consolidated financial statements are available to the public and may be obtained from http://investors.tennantco.com/overview/default.aspx.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
- 14 -
1.2
Going concern
As part of a global group, the operating results of the company are affected by macroeconomic conditions. There continues to be economic and geopolitical uncertainty in many regions around the world. The directors and senior management team have, however, taken appropriate steps to mitigate the impact of the increased business risks.true
To date, global supply chain constraints have had an impact on the ability of the organisation to deliver the full range of products in a timely manner. The organisation is working diligently with its existing supply base to mitigate extended delays, whilst expanding its supply base to further reduce the impact. In respect of transportation, the group has set up tracking, reporting and communication channels with carriers to understand their risks and to evaluate available options where necessary.
Post year end the company continues to trade profitably and retains appropriate control of working capital.
The directors have prepared forecasts for 12 months which indicate that the company will have more than sufficient funds to meet its day to day operations. In addition, its ultimate parent, Tennant Company, has indicated its intention to continue to make available such funds if they are needed by the company, for the period covered by the forecast, to enable the company to continue its operations and to meet its liabilities and commitments as they fall due.
As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be uncertainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
1.3
Turnover
Turnover represents amounts receivable for goods and services net of VAT and trade discounts.
Turnover relating to cleaning machines is recognised at the point of delivery.
Turnover relating to maintenance contracts is deferred and recognised on a straight line basis over the period of the contract.
1.4
Intangible fixed assets - goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2009, is being amortised evenly over its estimated useful life of twenty years.
Goodwill is allocated to cash-generating units or group cash-generating units that are expected to benefit from the synergies of the business combination from which it arose.
1.5
Intangible fixed assets other than goodwill
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
- 15 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Rental machinery
10% - 33% straight line
Plant and machinery
10% - 33% straight line
Fixtures and fittings
10% - 33% straight line
Computer equipment
10% - 33% straight line
Motor vehicles
10% - 33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
- 16 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.9
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.10
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.11
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
- 17 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
- 19 -
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.
The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.
The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.
Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.
The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.
1.16
Leases
As lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.17
Foreign exchange
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 20 -
Key estimation and judgement areas are as follows:
Estimating the carrying value of investments. The carrying value of investments is reviewed annually by reference to a discounted cash flow model prepared by the directors.
Estimating the useful life of goodwill is considered key in calculating an appropriate amortisation charge.
The directors use judgement in determining the level of stock provision, if any, required.
Judgement is required in determining the recoverability of trade debtors to calculate an appropriate provision for bad debts.
3
Turnover
Substantially all turnover is generated in the United Kingdom and is attributable to the principal activity of the company.
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(16,628)
(2,269)
Fees payable to the company's auditor for the audit of the company's financial statements
20,619
20,062
Depreciation of owned tangible fixed assets
348,454
631,003
Profit on disposal of tangible fixed assets
-
(14,657)
Amortisation of intangible assets
230,379
230,379
Operating lease charges
120,782
187,412
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Production
90
78
Administrative
68
35
Total
158
113
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
5
Employees
(Continued)
- 21 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
5,079,830
4,818,041
Social security costs
724,520
448,040
Pension costs
5,395
30,000
5,809,745
5,296,081
From August 2023, all employees of Vaclensa Limited were transferred to Tennant UK Cleaning Solutions Limited, and their salary costs recharged.
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
202,995
139,291
Company pension contributions to defined contribution schemes
5,395
15,000
208,390
154,291
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
202,995
139,291
Company pension contributions to defined contribution schemes
5,395
15,000
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on the net defined benefit asset
243,000
197,000
Other interest income
2,181
3,521
Total income
245,181
200,521
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
- 22 -
8
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
8,162
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
248,628
146,931
Adjustments in respect of prior periods
3,448
12,295
Total current tax
252,076
159,226
Deferred tax
Origination and reversal of timing differences
24,691
131,614
Other adjustments
44,250
46,000
Total deferred tax
68,941
177,614
Total tax charge
321,017
336,840
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit/(loss) before taxation
899,316
(1,833,688)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
224,829
(458,422)
Tax effect of expenses that are not deductible in determining taxable profit
17,055
6,901
Adjustments in respect of prior years
3,448
12,295
Goodwill amortisation
57,595
57,241
Effect of tax rate change
(9,243)
Impairment in subsidiary
(41,071)
728,068
Amortisation of capitalised revenue costs
(266)
Non-operating costs - Group reorganisation
59,427
Taxation charge for the year
321,017
336,840
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
9
Taxation
(Continued)
- 23 -
In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:
2024
2023
£
£
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
(441,250)
239,750
10
Impairments
Impairment tests have been carried out where appropriate and the following impairment adjustments have been recognised in profit or loss:
2024
2023
Notes
£
£
In respect of:
Fixed asset investments
13
(164,284)
2,912,271
Recognised in:
Other gains and losses
(164,284)
2,912,271
11
Intangible fixed assets
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
4,607,580
21,393
4,628,973
Amortisation and impairment
At 1 January 2024
3,225,306
21,393
3,246,699
Amortisation charged for the year
230,379
230,379
At 31 December 2024
3,455,685
21,393
3,477,078
Carrying amount
At 31 December 2024
1,151,895
1,151,895
At 31 December 2023
1,382,274
1,382,274
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
- 24 -
12
Tangible fixed assets
Rental machinery
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2024
1,168,090
315,614
5,700
290,117
53,249
1,832,770
Additions
362,678
41,914
(13,839)
390,753
Disposals
(393,599)
(105,215)
(221,526)
(720,340)
At 31 December 2024
1,137,169
252,313
5,700
68,591
39,410
1,503,183
Depreciation and impairment
At 1 January 2024
273,087
250,583
5,700
232,260
48,739
810,369
Depreciation charged in the year
285,855
44,319
15,860
2,420
348,454
Eliminated in respect of disposals
(113,701)
(105,215)
(221,526)
(38,733)
(479,175)
At 31 December 2024
445,241
189,687
5,700
26,594
12,426
679,648
Carrying amount
At 31 December 2024
691,928
62,626
41,997
26,984
823,535
At 31 December 2023
895,003
65,031
57,857
4,510
1,022,401
13
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
14
5,168,693
5,004,409
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
13
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 & 31 December 2024
7,916,680
Impairment
At 1 January 2024
2,912,271
Impairment loss reversals
(164,284)
At 31 December 2024
2,747,987
Carrying amount
At 31 December 2024
5,168,693
At 31 December 2023
5,004,409
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Vaclensa Limited
Unit C5, Leadbeaters Lane, Bolton, England, BL5 1FL
Wholesale of other machinery and equipment
Ordinary
100.00
15
Stocks
2024
2023
£
£
Raw materials and consumables
725,726
977,352
16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
5,038,779
4,772,736
Corporation tax recoverable
56,814
Other debtors
30,402
22,852
Prepayments and accrued income
363,332
175,249
5,489,327
4,970,837
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
- 26 -
17
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
231,104
193,670
Amounts owed to group undertakings
2,014,051
5,871,807
Corporation tax
(144,006)
Other taxation and social security
975,786
1,614,776
Accruals and deferred income
2,029,601
2,175,961
5,250,542
9,712,208
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
159,790
129,712
Retirement benefit obligations
757,500
1,215,250
Other timing differences
93,610
45,215
1,010,900
1,390,177
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
5,395
30,000
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
19
Retirement benefit schemes
(Continued)
- 27 -
Defined benefit schemes
The company operates a defined benefit pension scheme. The scheme was established under a Trust Deed which determines the appointment of trustees who are required to act in the best interest of the beneficiaries. Pension benefits are calculated based on salary level, length of service and age at date of the retirement.
The scheme is invested in a broad spread of assets classes to mitigate the risk of any one investment type with the long term objective of achieving capital growth. investment advice is obtained on a regular basis to ensure that the asset allocation and profile is suitable for the achievement of capital growth and the settlement of the current and future liabilities.
An actuarial valuation was carried out at 31 December 2024 by a qualified independent actuary. Contributions due to schemes are made by the company based on the advice of the actuary with the objective of eliminating the overall deficit during the remaining working lives of the members of the schemes.
The information disclosed below is in respect of the whole plan for which the company is sponsoring employer
2024
2023
Key assumptions
%
%
Discount rate
5.5
4.8
Inflation (RPI)
3.25
3.15
Mortality assumptions
2024
2023
Assumed life expectations on retirement at age 65:
Years
Years
Retiring today
- Males
21.4
21.4
- Females
23.9
23.9
Retiring in 20 years
- Males
22.7
22.4
- Females
25.3
25.3
Amounts recognised in the income statement
2024
2023
Costs/(income):
£
£
Net interest on net defined benefit liability/(asset)
(243,000)
(197,000)
Other costs and income
66,000
13,000
Total costs/(income)
(177,000)
(184,000)
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
19
Retirement benefit schemes
(Continued)
- 28 -
Amounts recognised in other comprehensive income
2024
2023
Costs/(income):
£
£
Actual return on scheme assets
1,656,000
(830,000)
Less: calculated interest element
499,000
498,000
Return on scheme assets excluding interest income
2,155,000
(332,000)
Actuarial changes related to obligations
(390,000)
(627,000)
Total costs/(income)
1,765,000
(959,000)
The amounts included in the statement of financial position arising from the company's obligations in respect of defined benefit plans are as follows:
2024
2023
Liabilities/(assets):
£
£
Present value of defined benefit obligations
5,013,000
5,515,000
Fair value of plan assets
(8,524,000)
(10,614,000)
Surplus in scheme
(3,511,000)
(5,099,000)
2024
2023
Movements in the present value of defined benefit obligations
£
£
Liabilities at 1 January 2024
5,515,000
6,191,000
Benefits paid
(368,000)
(363,000)
Actuarial gains and losses
(390,000)
(627,000)
Interest cost
256,000
301,000
Other
-
13,000
At 31 December 2024
5,013,000
5,515,000
The defined benefit obligations arise from plans which are wholly unfunded.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
19
Retirement benefit schemes
(Continued)
- 29 -
2024
2023
Movements in the fair value of plan assets
£
£
Fair value of assets at 1 January 2024
10,614,000
10,147,000
Interest income
499,000
498,000
Return on plan assets (excluding amounts included in net interest)
(2,155,000)
332,000
Benefits paid
(368,000)
(363,000)
Other
(66,000)
-
At 31 December 2024
8,524,000
10,614,000
The actual return on plan assets was £1,656,000 (2023 - £830,000).
2024
2023
Fair value of plan assets
£
£
Equity instruments
1,789,000
3,191,000
Debt instruments
2,605,000
4,909,000
Cash and cash equivalents
505,000
911,000
Real Estate
456,000
979,000
Other
3,169,000
624,000
8,524,000
10,614,000
20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
107,075
107,075
107,075
107,075
All ordinary shares rank equally with regard to the company's residual assets.
Called-up share capital represents the nominal value of shares that have been issued. Merger relief arising from the issue of share capital has been included in other reserves.
21
Reserves
Share premium
Share premium reserve consists of the non-distributable premium paid on the issue of shares for cash.
Capital redemption reserve
Capital redemption reserve is a statutory, non-distributable reserve into which amounts were transferred following the purchase of the company's own shares.
Tennant UK Cleaning Solutions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
21
Reserves
(Continued)
- 30 -
Other reserves
Other reserves consists of the non-distributable merger relief reserve arising on the issue of share capital via share for share exchange.
Profit and loss reserves
All other net gains and losses and transactions with owners not recognised elsewhere.
22
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
549,931
370,798
Between two and five years
865,776
149,604
1,415,707
520,402
23
Events after the reporting date
On 1st January 2025, the trade and assets of Vaclensa Limited were hived up to Tennant UK Cleaning Solutions Limited.
24
Ultimate controlling party
The company is a subsidiary undertaking of Tennant Scotland Limited, who is the immediate parent company incorporated and registered in Scotland. The registered office of the immediate parent company is 115 George Street, Edinburgh, Scotland, EH12 4JN.
The ultimate controlling party is Tennant Company, the smallest and largest group of which the company is a member for which group accounts are drawn up. They are incorporated in the United States of America. The consolidated financial statements of Tennant Company are available to the public and may be obtained from http://investors.tennantco.com/overview/default.aspx.
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