Company registration number 15002775 (England and Wales)
TANRO GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
TANRO GROUP LIMITED
COMPANY INFORMATION
Directors
Mr S P Harrington
Mr R Orgill
Mr F P Phelan
Company number
15002775
Registered office
Unit N, Ivanhoe Business Park
Ashby De La Zouch
Leicester
LE65 2AB
Auditor
Sumer Auditco Limited
The Beehive Building
Beehive Ring Road
Gatwick
Crawley
United Kingdom
RH6 0PA
TANRO GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10 - 11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 31
TANRO GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 1 -

The directors present the strategic report for the year ended 28 February 2025.

Review of the business

The Group was formed when TanRo Multi Build Limited was incorporated and became a 75% subsidiary of the parent company TanRo Group Limited.

On 5 July 2024, TanRo Group Limited became the parent of TanRo Ltd, through a share for share exchange. This internal reorganisation established a new group structure but did not affect the underlying trade and operations of the business.

As at 28 February 2025, the Group consists of:

- TanRo Ltd – the main operating company - acquired on 5 July 2024

- TanRo Multi Build Limited

The Group is primarily engaged in the development of building projects.

Group Performance

TanRo Multi Build operated throughout the financial year. TanRo contributed to group results from its acquisition date on 5 July 2024.

Key financial highlights for the year ended 28 February 2025:

£

Turnover 43,268,925

Operating Profit 2,716,257

Profit Before Tax 2,757,768

Net Assets 7,731,427

Principal risks and mitigations

The Group will continue to operate in the design and build space under fixed price contracts, a model that brings both opportunity and inherent risk. The market has seen ongoing insolvencies and supply chain volatility, but our risk-aware approach and strong balance sheet has set us apart.

Key mitigations include:

- Fair Risk Allocation – We only commit to projects where the risk profile is well understood and reasonably apportioned.

- Selective Tendering – We avoid low-margin, high-risk opportunities, and will not pursue work outside our operational comfort zone.

- Reliable Supply Chain – We continue to work with a core group of trusted subcontractors and suppliers, allowing for open communication and collaborative delivery.

- No Legacy Liabilities –We face no significant legacy issues from past projects.

- Self-Funded and Debt-Free – Our non-reliance on external debt limits our exposure to the impacts of interest and non-construction market fluctuations.

TANRO GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 2 -
Other information and explanations

Looking ahead to 2025/26, we anticipate a phase of growth, as delayed projects ramp up on site and new opportunities come online. However, we are not pursuing growth for growth’s sake. The Group's directors remain committed to maintaining direct involvement in all projects and will only scale where it can be done without compromising The Group's ethos or delivery standards.

The Group's order book heading into 2025/26 is robust and our client relationships continue to grow. We believe our selective, value driven approach provides a stable and sustainable foundation for the long-term success of the business.

On behalf of the board

Mr S P Harrington
Director
13 October 2025
TANRO GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 3 -

The directors present their annual report and financial statements for the year ended 28 February 2025.

Principal activities

The principal activity of the company and group continued to be that of development of building projects.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £180,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr S P Harrington
Mr R Orgill
Mr F P Phelan
Auditor

Sumer Auditco Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's

strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports)

Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the review of the

business and principal risks and uncertainties.

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 auditor of the company 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 auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr S P Harrington
Mr R Orgill
Director
Director
Mr F P Phelan
Director
13 October 2025
TANRO GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 4 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group 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;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

TANRO GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TANRO GROUP LIMITED
- 5 -
Opinion

We have audited the financial statements of Tanro Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 28 February 2025 and of the group's 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- T he information given in the strategic report and the directors' r eport 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.

TANRO GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TANRO GROUP LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company 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' r esponsibilities s tatement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, 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, in particular regarding work in progress contracts and their associated reserves and the valuation of investments in subsidiaries.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

- Testing key income lines, in particular cut-off, for evidence of management bias.

- Obtaining third party confirmation of material bank and loan balances.

- Documenting and verifying all significant related party balances and transactions, and confirming support from group members when required.

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 regulation. 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. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

TANRO GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TANRO GROUP LIMITED
- 7 -

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.

Mr Martin Bradley FCCA (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Chartered Accountants
The Beehive Building
Beehive Ring Road
Gatwick
Crawley
RH6 0PA
United Kingdom
21 October 2025
TANRO GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
43,268,925
-
Cost of sales
(38,813,910)
-
0
Gross profit
4,455,015
-
Administrative expenses
(1,728,046)
-
0
Other operating expenses
(10,712)
-
Operating profit
4
2,716,257
-
Interest receivable and similar income
6
98,252
-
0
Interest payable and similar expenses
7
(2,661)
-
0
Profit before taxation
2,811,848
-
Tax on profit
8
(712,736)
-
0
Profit for the financial year
2,099,112
-
0
Profit for the financial year is attributable to:
- Owners of the parent company
1,984,793
-
- Non-controlling interests
114,319
-
2,099,112
-
0
TANRO GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 9 -
2025
2024
£
£
Profit for the year
2,099,112
-
0
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
2,099,112
-
0
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,984,793
-
0
- Non-controlling interests
114,319
-
0
2,099,112
-
0
TANRO GROUP LIMITED
GROUP BALANCE SHEET
AS AT
28 FEBRUARY 2025
28 February 2025
- 10 -
28 February 2025
29 February 2024
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Tangible assets
10
171,819
-
0
171,819
-
Current assets
Debtors
13
14,144,122
3
Cash at bank and in hand
14,331,617
-
0
28,475,739
3
Creditors: amounts falling due within one year
14
(20,873,176)
-
Net current assets
7,602,563
3
Total assets less current liabilities
7,774,382
3
Provisions for liabilities
Deferred tax liability
15
42,955
-
0
(42,955)
-
Net assets
7,731,427
3
Capital and reserves
Called up share capital
17
103
3
Profit and loss reserves
7,617,005
-
0
Equity attributable to owners of the parent company
7,617,108
3
Non-controlling interests
114,319
-
0
Total equity
7,731,427
3
TANRO GROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
28 FEBRUARY 2025
28 February 2025
- 11 -

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 13 October 2025 and are signed on its behalf by:
13 October 2025
Mr S P Harrington
Mr R Orgill
Director
Director
Mr F P Phelan
Director
Company registration number 15002775 (England and Wales)
TANRO GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 28 FEBRUARY 2025
28 February 2025
- 12 -
28 February 2025
29 February 2024
Notes
£
£
£
£
Fixed assets
Investments
11
5,920,472
-
0
5,920,472
-
0
Current assets
Debtors
13
7,353
3
Creditors: amounts falling due within one year
14
(60,823)
-
Net current (liabilities)/assets
(53,470)
3
Net assets
5,867,002
3
Capital and reserves
Called up share capital
17
103
3
Other reserves
5,866,292
-
0
Profit and loss reserves
607
-
0
Total equity
5,867,002
3

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £180,607 (2024 - £0 profit).

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 13 October 2025 and are signed on its behalf by:
13 October 2025
Mr S P Harrington
Mr R Orgill
Director
Director
Mr F P Phelan
Director
Company registration number 15002775 (England and Wales)
TANRO GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 13 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 14 July 2023
-
0
-
0
-
0
-
0
-
0
Year ended 29 February 2024:
Profit and total comprehensive income
-
-
-
-
-
Issue of share capital
17
3
-
3
-
3
Balance at 29 February 2024
3
-
0
3
-
0
3
Year ended 28 February 2025:
Profit and total comprehensive income
-
1,984,793
1,984,793
114,319
2,099,112
Issue of share capital
17
100
-
100
-
100
Dividends
9
-
(180,000)
(180,000)
-
(180,000)
Other movements
-
5,812,212
5,812,212
-
5,812,212
Balance at 28 February 2025
103
7,617,005
7,617,108
114,319
7,731,427
TANRO GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 14 -
Share capital
Fair value reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 14 July 2023
-
0
-
0
-
0
-
0
Year ended 29 February 2024:
Profit and total comprehensive income for the year
-
-
-
-
Issue of share capital
17
3
-
-
3
Balance at 29 February 2024
3
-
0
-
0
3
Year ended 28 February 2025:
Profit and total comprehensive income
-
-
180,607
180,607
Issue of share capital
17
100
-
-
100
Dividends
9
-
-
(180,000)
(180,000)
Transfers
-
5,866,292
-
5,866,292
Balance at 28 February 2025
103
5,866,292
607
5,867,002
TANRO GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
21
8,764,317
-
0
Interest paid
(2,661)
-
0
Income taxes paid
(158,861)
-
0
Net cash inflow from operating activities
8,602,795
-
Investing activities
Purchase of tangible fixed assets
(200,931)
-
Proceeds from disposal of tangible fixed assets
(935)
-
Cash acquired on acquisition of subsidiary
6,022,119
-
Repayment of loans
(9,683)
-
Interest received
98,252
-
0
Net cash generated from investing activities
5,908,822
-
Financing activities
Dividends paid to equity shareholders
(180,000)
-
0
Net cash used in financing activities
(180,000)
-
Net increase in cash and cash equivalents
14,331,617
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
14,331,617
-
0
TANRO GROUP LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Investing activities
Dividends received
180,000
-
0
Net cash generated from investing activities
180,000
-
Financing activities
Dividends paid to equity shareholders
(180,000)
-
Net cash used in financing activities
(180,000)
-
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 17 -
1
Accounting policies
Company information

Tanro Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit N, Ivanhoe Business Park, Ashby De La Zouch, Leicester, LE65 2AB.

The group consists of Tanro Group Limited and all of its subsidiaries.

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Tanro Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 28 February 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 18 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The company is dependant upon it's subsidiaries for it's continuing operations. However as the company controls the group going concern is not considered a material uncertainty as the subsidiaries are able to provide that support being going concerns in their own right.

1.5
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from construction contracts are recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recover able.

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.

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:

Fixtures and fittings
25% reducing balance
Computers
33.3% straight line
Motor vehicles
25% straight line
TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 19 -

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 recognised in the profit and loss account.

1.7
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries (other than Tanro Limited), associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

The investment in the subsidiary Tanro Ltd is shown as the cost of the investment plus the retained earnings of that company at the date of acquisition (as it was a share for share exchange), the uplift being shown as a fair value reserve. Th is investment is then 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 group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group 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 group reviews the carrying amounts of its tangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 20 -

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.

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
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.

1.10
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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 m ethod 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.

TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 21 -
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 group 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 group 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 paymen ts 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 th r ough 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.

TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the group 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 group.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’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 profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

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 lease d asset are consumed.

TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 23 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Key sources of estimation uncertainty

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.

Valuation of subsidiaries

The investment in Tanro Limited of £5,920,372 shown within investments represents the cost of the shares plus the amount of retained earnings of that company at the date of acquisition, calculated on a time apportionment basis. No impairment was required in respect of this investment at the year end date.

Contract sales and purchase reserves

There are sales reserves of £6,111,944 and purchase reserves of £6,968,838 relating to contracts, included within trade debtors and trade creditors respectively, These are estimates made by the directors based upon known events during and after the period end date, enabling them to be calculated with a high degree of accuracy.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
UK Sales
43,268,925
-
2025
2024
£
£
Turnover analysed by geographical market
UK Sales
43,268,925
-
2025
2024
£
£
Other revenue
Interest income
98,252
-
TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 24 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
4,000
-
Depreciation of owned tangible fixed assets
29,112
-
Loss on disposal of tangible fixed assets
935
-
Operating lease charges
30,672
-
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
4
3
3
3
Operative
26
-
-
-
Administrative
9
-
-
-
Total
39
3
3
3

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
1,513,898
-
0
-
0
-
0
Social security costs
179,535
-
-
-
Pension costs
195,498
-
0
-
0
-
0
1,888,931
-
0
-
0
-
0
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
63,171
-
0
Other interest income
35,081
-
0
Total income
98,252
-
0
TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
6
Interest receivable and similar income
(Continued)
- 25 -
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
98,252
-
7
Interest payable and similar expenses
2025
2024
£
£
Other finance costs:
Other interest
2,661
-
8
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
697,409
-
0
Deferred tax
Origination and reversal of timing differences
15,327
-
0
Total tax charge
712,736
-
0

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:

2025
2024
£
£
Profit before taxation
2,811,848
-
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
702,962
-
0
Tax effect of expenses that are not deductible in determining taxable profit
15,772
-
0
Permanent capital allowances in excess of depreciation
(30,535)
-
0
Movement on deferred taxation
24,537
-
0
Taxation charge
712,736
-
0
9
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
180,000
-
0
TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 26 -
10
Tangible fixed assets
Group
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 March 2024
-
0
-
0
-
0
-
0
Additions
-
0
1,175
133,087
134,262
Business combinations
26,746
36,607
3,316
66,669
At 28 February 2025
26,746
37,782
136,403
200,931
Depreciation and impairment
At 1 March 2024
-
0
-
0
-
0
-
0
Depreciation charged in the year
4,609
10,906
13,597
29,112
At 28 February 2025
4,609
10,906
13,597
29,112
Carrying amount
At 28 February 2025
22,137
26,876
122,806
171,819
The company had no tangible fixed assets at 28 February 2025 or 29 February 2024.
11
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
5,920,472
-
0
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 March 2024
-
Additions
5,920,472
At 28 February 2025
5,920,472
Carrying amount
At 28 February 2025
5,920,472
At 29 February 2024
-
12
Subsidiaries

Details of the company's subsidiaries at 28 February 2025 are as follows:

TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
12
Subsidiaries
(Continued)
- 27 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Tanro Limited
Unit N, Ivanhoe Business Park, Ashby De La Zouch, Leicester, United Kingdom, LE65 2AB
Ordinary A, B, C & D £1 shares
100.00
Tanro Multi Build Liited
Unit N, Ivanhoe Business Park, Ashby De La Zouch, Leicester, United Kingdom, LE65 2AB
Ordinary £1 shares
75.00

On 15 July 2024, £1.00 Ordinary A Shares, £1.00 Ordinary B Shares, £1.00 Ordinary C Shares and £100.00 Ordinary D Shares were issued as consideration for the entire share capital of Tanro Limited, in a share for share exchange.

13
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
12,835,830
-
0
-
0
-
0
Unpaid share capital
3
3
103
3
Amounts owed by group undertakings
-
0
-
0
7,250
-
0
Other debtors
156,479
-
0
-
0
-
0
Prepayments and accrued income
285,441
-
0
-
0
-
0
13,277,753
3
7,353
3
Amounts falling due after more than one year:
Amount owed by related parties
866,369
-
0
-
0
-
0
Total debtors
14,144,122
3
7,353
3
14
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
18,016,587
-
0
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
54,180
-
0
Corporation tax payable
510,920
-
0
143
-
0
Other taxation and social security
2,270,617
-
0
-
0
-
0
Other creditors
45,381
-
0
-
0
-
0
Accruals and deferred income
29,671
-
0
6,500
-
0
20,873,176
-
0
60,823
-
0
TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 28 -
15
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
42,955
-
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 1 March 2024
-
0
-
0
Charge to profit or loss
42,955
-
0
Liability at 28 February 2025
42,955
-
0

Deferred tax liabilities of £17,154 are expected to reverse within 12 months and relate to accelerated capital allowances that are expected to mature within the same period. The remaining balance is expected to reverse in future periods as capital allowances mature further.

16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
195,498
-

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

17
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
A Ordinary of £1 each of £1 each
1
1
1
1
B Ordinary of £1 each of £1 each
1
1
1
1
C Ordinary of £1 each of £1 each
1
1
1
1
D Ordinary of £1 each of £1 each
100
0
100
-
0
103
3
103
3
TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
17
Share capital
(Continued)
- 29 -

A, B and C ordinary £1 shares each have equal voting rights and rights to a dividend, and also equal rights to participate in a distribution of capital on winding up of the company or winding up or sale of the company.

D ordinary £1 shares have no voting rights or rights to dividends, but have the right to participate in a capped distribution of capital on winding up or sale of the company up to a hurdle value.

19
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
356,946
-
-
0
-
Between two and five years
961,622
-
-
0
-
1,318,568
-
-
0
-
20
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Purchases
Purchases
2025
2024
£
£
Group
Other related parties
2,263,000
-
Interest received
2025
2024
£
£
Group
Entities controlled by common Directors
56,160
-

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
£
£
Group
Other related parties
1,158,000
-
TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
20
Related party transactions
(Continued)
- 30 -

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
Balance
Balance
£
£
Group
Entities controlled by common Directors
1,013,165
-
0

One of the group's subsidiaries has provided a loan to a company in which the Directors are also Directors. This loan is secured and carries interest at 5.9% per annum. The interest on the loan is reviewed annually and updated accordingly.

21
Cash generated from group operations
2025
2024
£
£
Profit after taxation
2,099,112
-
0
Adjustments for:
Taxation charged
712,736
-
0
Finance costs
2,661
-
0
Investment income
(98,252)
-
0
Loss on disposal of tangible fixed assets
935
-
0
Depreciation and impairment of tangible fixed assets
29,112
-
0
Movements in working capital:
Increase in debtors
(6,689,443)
-
0
Increase in creditors
12,707,456
-
0
Cash generated from operations
8,764,317
-
0
22
Cash generated from operations - company
2025
2024
£
£
Profit after taxation
180,607
-
0
Adjustments for:
Taxation charged
143
-
0
Investment income
(180,000)
-
0
Movements in working capital:
Increase in debtors
(7,250)
-
0
Increase in creditors
6,500
-
0
Cash generated from operations
-
0
-
0
TANRO GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2025
- 31 -
23
Analysis of changes in net funds - group
1 March 2024
Cash flows
28 February 2025
£
£
£
Cash at bank and in hand
-
0
14,331,617
14,331,617
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