The directors present the strategic report for the year ended 31 March 2025.
The directors consider that the key financial performance indicators are the turnover, gross margin and pre-tax results.
Turnover has decreased by 20.1% to £1,141,434 with the gross profit percentage has declined to 55.5% compared to 58.5% and as a consequence gross profit is down 24.2% to £633,099.
The last fiscal year saw the company hold its position and maintain trade despite significant challenges in the market, with an ebb and flow of some clients leaving, but returning later in the same trading period which is a testament to the support we provide. Sales held an oscillating line with margins being underpinned by the engagement of new supply chains and more cost-effective suppliers, in turn supporting margin.
The pre-tax result shows a profit of £300,430 compared to last year's profit of £436,138 as a direct result of the reduction in turnover and gross profit offset by the company continuing its strategy of focusing its online marketing presence in addition to keeping tight control over administrative expenditure.
Business environment
Tardis plc continues to hold its 5-star reviews on Google, with complimentary end-point feedback helping to drive our direct clients' NHBC score-cards and this is reflected in the client retention we enjoy, making the foundation for growth when the economic conditions allow.
The Portal remains the spine of the company and it will place continued demand on our R&D effort Given the ongoing speed of change, only set to accelerate with the long-awaited arrival of AI, this reinforces our decision to recruit in-house coding staff, who are already making solid contributions to the company.
The Company reduced its social media profile during the last year but, recognising this is indirectly connected to top-line sales, the company will return to a social media engagement in 2026 using the Portal as a key driver to engagement.
The company has again published good results despite the uncertain market and generates value to its capitalisation through the delivery of robust profits. It continues with a successful trading model centred on a solid maintainable margin, irrespective of top-line sales variations and remains one of the most competitive within the market – a compelling statement. When our top-line lifts, our margins automatically carry the returns to capital by default
Management perceives the principal risks and uncertainties of the company to be the exposure of the company to credit risk, liquidity risk & market risk
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation.
Management of credit control is a priority of the company and potential defaulters are identified as soon as practicable with firm measures taken early to resolve any default on debt
Liquidity risk
Liquidity risk is the risk that the company will encounter difficulty in meeting its obligations associated with its financial liabilities.
The company regularly reviews its working capital requirements and responds quickly and appropriately where any potential shortfall is identified.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks: currency risk, interest rate risk and other price risk. Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market
Currency risk
The Company is not exposed to currency risk as all its financial instruments are denominated in GBP.
Interest rate risk
Interest rate risk exists where interest rates on liabilities are either set according to different basis or reset at-different times. The company's loan is set at a fixed rate so there is deemed to be little in the way of risk to the company in this respect.
Whist the company was hopeful towards economic growth following the pledge of a new incoming government, the ongoing weight of high interest rates and continued inflation has negatively affected the company’s key market, encouraging the company to look laterally at other sectors who would benefit from the power of the Tplc Portal
This being the case, and recognising that this represents an opportunity on the heels of the investment made by the company over many years in R&D, it suggests 2026 will be stronger irrespective of the market fragility. The Tplc Portal has become the single most effective tool in management of the company which can equally be leveraged in pursuit of other markets, and in many cases can be white-labelled to propel traditional small IT companies to a new heights. Additionally at the tier one level it would suit UK’s rail network maintenance and security teams, Highways and utilities where open areas exist, and at the same time still support our existing clients and safeguard their customers – the community we jointly serve.
The coding pipeline is largely up to date, but is added to weekly with many of the exciting innovations now able to be commercially exploited, complementing the company’s existing market and laying the foundations for new sectors.
Tardis plc remains in a strong position to scale, which will be delivered by our lateral marketing efforts and seen in 2026/27.
The directors consider that the key financial performance indicators are the turnover, gross margin and pre-tax result which are detailed in the trading results earlier in this Report.
Non-financial key performance indicators are considered to be
Research and development
Customer satisfaction
On-time delivery
Customer retention
New customer development
Internal process productivity
Product and service quality
Company and brand reputation
Employee training and development
Employee satisfaction
New product and process development
The directors of the company, as those of all UK companies, must act in accordance with a set of general duties. These duties are
detailed in section 172 of the UK Companies Act 2006 which is summarised below:
A director of a company must act in the way he/she considers, in good faith. would be most likely to promote the success of the
company for the benefit its members as a whole, and in doing so have regard (amongst other matters) to:
1. The likely consequences of any decision in the long term
2. The interests of the company's employees
3. The need to foster the company's business relationships with suppliers, customers and others
4. The impact of the company's operations on the community and the environment
5. The desirability of the company maintaining a reputation for high standards of business conduct, and
6. The need to act fairly as between members of the company.
Each director of the company is aware of their obligations on the above and can seek professional advice from an independent advisor as necessary. As a company with a highly skilled work-force the company's directors do invariably delegate day to day decision making to employees of the company. We make strategic decisions based on both long and short term objectives, having regard to our customers' requirements. At all times the board consider how the decisions they make support the company's visions and values and how they promote the success of the company.
In the directors' opinion the employees, suppliers, the customer base and bankers represent the key stakeholders and the means of engagement have been detailed below:
Customers - Our employees are constantly interacting with our customers to fulfill our customers' requirements. We focus on customer service and this enables us to act as an extension of our customers' operations. All our staff uphold our key values in our dealing with customers.
Employees - We rely on our employees to ensure the best relationships with our suppliers and customers. This in turn means that we can offer the best possible services and are renowned for our customer service which requires us to be able to adapt to our customers' requirements. This is only possible through the hard work of our employees and in this regard we provide a support network that they can rely upon, a remuneration package that rewards high performing individuals with ongoing training.
Suppliers - We appreciate the key role our suppliers play in the delivery of our goods on time, as such we aim to pay all suppliers on time and to ensure we have an open and honest dialogue with our suppliers on our ongoing requirements.
Bankers - We appreciate the key role our bankers play in our commercial operations and operate at all times within the limits that they have set providing them with any information they require on a timely basis.
The company is committed to acting ethically and with integrity in all of our business relations. We work closely with our business partners, suppliers and supply chains to ensure these principals are maintained throughout our operations.
The directors recognise the requirement to keep members informed with regards to the company and all necessary documentation is provided as required. The company has a policy of considering the needs of members in its decision making process and aims to act fairly with regards to their needs.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 11.
Ordinary dividends were paid amounting to £30,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable 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.
We have audited the financial statements of Tardis plc (the 'company') for the year ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate evidence regarding the assessed risks of material misstatement due to fraud or error, and to respond appropriately to those risks.
Based on our understanding of the company and industry, and through discussions with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to the telecommunications industry, health and safety, employment law, data protection, and anti-bribery laws. We considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, UK GAAP and taxation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentive and opportunities for fraudulent manipulation of the financial statements (including the risk of management override of controls) and determined that the principal risks were related to the positing of inappropriate journal entries. Audit procedures performed by the engagement team included:
Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations and fraud, and review of the reports made by management.
Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud.
Auditing the risk of management override of controls, including through testing journal entries at the year end and post year end, and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
Testing was undertaken on random items in the balance sheet and the performance statement to avoid predictability in our testing.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with laws and regulations. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting form error, as fraud may involve collusion, forgery, internal omissions, misrepresentation, or the override of internal controls.
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the director' use of the going concern basis of accounting and, based on the evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention to our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during the audit.
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.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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.
Tardis plc is a private company limited by shares incorporated in England and Wales. The registered office is Faber House, Eastern Road, Romford, Essex, RM1 3PJ.
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 nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
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.
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 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.
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.
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, including creditors and bank loans 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.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
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.
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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Recoverability of trade debtors
Trade and other debtors are recognised to the extent that they are judged recoverable. Reviews are performed to estimate the level of reserves required for potentially irrecoverable debt. Provisions are made specifically against invoices where recoverability is uncertain.
Management makes allowance for doubtful debts based on an assessment of debtors. Allowances are applied to debtors where events or changes in circumstances indicate that the carrying amounts may not be recoverable. Management specifically analyses historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when making a judgement to evaluate the adequacy of the provision for doubtful debts. Where the expectation is different from the original estimate, such difference will impact the carrying value of debtors and the charge in the profit and loss account.
Depreciation and residual values
Management reviews the asset lives and associated residual values of all fixed asset classes and concludes that asset lives and residual values are appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing lives, factors such as future market conditions, the nature of the asset and asset maintenance are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and disposal values.
The whole of the turnover is attributable to the principal activity undertaken in the United Kingdom.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The bank loan is unsecured.
The debt is repayable in equal instalments over 5 years at an interest rate of 2.5% and is fully repayable by April 2027.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
The deferred tax liability set out above is expected to reverse and relates to accelerated capital allowances that are expected to mature.
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.
During the year the company entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The following transactions existed with the company's four shareholders as follows:
C Sutton is a director and shareholder of the two related parties with whom the transactions are shown above. His director's current account, disclosed above within key management personnel, is repayable on demand and is not interest bearing.
A Sutton is a shareholder of the two related parties.
M Sutton is a director of one of the related parties. His director's current account ,disclosed above within key management personnel, is repayable on demand and is not interest bearing.
L Sutton is owed the sum shown under other related parties and which is included in other creditors. This loan is repayable on demand and is not interest bearing.
Transactions with the two related parties represent an annual rent of £35,000 (2024: £35,000) which is at a market rate but is not payable under any formal lease, with the balance representing cost of sales at market rate.
Dividends totalling £30,000 (2024 - £26,000) were paid in the year in respect of shares held by the company's directors.
The company has provided a guarantee in respect of a bank loan granted to one of its related parties. There are fixed and floating charges over all the property and undertakings of the company.
At the year-end the balance on this loan was £843,696 (2024: £881,216).