As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £28,906,926 (2023 - £2,817,869 loss).
Tenenge Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o Mercer & Hole LLP, 3 Lombard Street, London, EC3V 9AA.
The group consists of Tenenge Limited and all of its subsidiaries.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 £000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Tenenge 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 31 December 2024. 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 group.
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.
As part of its new strategic direction, effective since the first quarter of 2023, the Group's core purpose is to structure financing solutions for infrastructure projects under the Engineering, Procurement, Construction, and Finance (“EPC+F”) framework. Tenenge UK Limited, a subsidiary of Tenenge Limited, will leverage its extensive experience in the UK market to lead the procurement of financing with UK Export Finance (“UKEF”) and other institutions. The objective is to design cutting-edge financial solutions by strengthening cooperation with export credit agencies and major industry banks.
Currently, Tenenge UK Limited continues to play an active part in the pipeline of projects the Odebrecht group has either already signed or is on the verge to signing. The company acts as a British Exporter in the global market, procuring goods, services and equipment directly for its clients or for a sister entity deploying the projects, thus providing a true added value within the group. With Tenenge UK Limited operational and the ability to reach out to the major Export Credit Agencies (ECAs) and international commercial banks in the UK and Europe, the availability of export credit for its clients can be maximized, therefore increasing the chances of a successful commercial offer for theprojects listed in the pipeline.
The plans for Tenenge UK Limited to kick-off operations in a more substantial form have been pushed forward to 2026. Although the company is fully operational, the projects Tenenge Group is working on the UK alongside its sister companies have been delayed due to external factors. They are now forecasted to start second quarter 2026 for the Luena-Saurimo Rail project and second quarter of 2027 for the Submarine Interconnector Cable project, both in Angola.
As a result of this delay, the service agreement with Bento Pedroso Construções S.A. (“BPC”), a related company, to provide services related to sourcing and structuring project funding, has been extended.
The operating environment in the United Kingdom has become increasingly complex, influenced by global geopolitical instability and its economic consequences. Key challenges include persistent inflation, rising interest rates, and significant cost pressures coming from energy and labour components, alongside ongoing supply chain volatility.
The Board of Directors has formally evaluated the company's exposure to these macroeconomic uncertainties. Their assessment concludes that while multiple risks exist, the principal threat arises from the cascading effects of a global economic downturn.
The Group remains proactive in working with its partners to navigate these challenges, aiming to minimize potential disruptions while strategically pursuing any resulting opportunities.
As of 31st December 2024, the Company has an outstanding payable to its immediate holding company, CBPO Overseas Ltd. totaling £6,177,000, resulting in a net liability position. The immediate holding company has given an undertaking that it will not recall this payable within the next twelve months from the signing of the financial statements. This commitment provides the Group with the necessary financial support to meet its obligations as they fall due.
Additionally, the directors have reviewed the Group’s cash flow forecasts and are confident that it has sufficient resources to continue its operations for the foreseeable future. Based on this given undertaking and the directors’ assessment, the financial statements have been prepared on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Equity investments 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.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
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 group’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 company 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.
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, 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, 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.
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.
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.
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, 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
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.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Details of the company's subsidiaries at 31 December 2024 are as follows:
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of payment and are payable on demand.
During the current year, the Company has recognised a full provision of doubtful debts amounted to £63,981,000 (Note 11).
Amounts due to group undertakings are unsecured, interest free and repayable on demand.
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
On June 27, 2024, OEC S.A. – and some other OEC Group companies (Odebrecht Engenharia e Construção S.A., Odebrecht Holdco Finance Limited, OEC Finance Limited, OECI S.A., OENGER S.A., CNO S.A., CBPO Engenharia Ltda., Odebrecht Overseas Limited (“OOL”), Tenenge Engenharia Ltda., Belgrávia Serviços e Participações S.A., Tenenge Overseas Corporation) started the formal step to restructure its liabilities and to have access to a viable source of financial resources, and filed for Judicial Recovery in São Paulo - Brazil, with the main objective to reorganise its capital structure. This initiative allows the debt restructuring and at the same time, increase the cashflow of the operation, which is in a favorable momentum with a substantial increase in orders and signed contracts in the infrastructure sector and heavy civil construction market, reflecting the new cycle of Company’s size and revenue. As part of the restructuring process, a financial partner is stepping in to provide financial and credit support so the operation can continue to run at the same levels.
We can now inform that the Judicial Recovery process was successfully concluded and we have removed the wording “Em Recuperação Judicial” from the names of companies listed above.
The restructuring was confined to a specific perimeter, limited to the companies in Brazil and a few non-operational international entities. Tenenge Limited, Tenenge UK Limited and the affiliates with which they operate remained outside this perimeter and this process. Therefore, there has been no impact on the operational routine of current or on the pursuing of new project in key markets of interest, including Angola and the broad African continent.On December 31, 2024, Tenenge Limited and Tenenge UK Limited have an intercompany balance asset of the amount £2.6 million and £60.6 million with OOL respectively. In the context of Judicial Recovery OOL has a significant increase of its credit risk once the intercompany balance could just be paid by OOL after the conclusion of payments of liabilities restructured under the plan of judicial recovery. Therefore, on December 31, both companies registered the provision for losses to the intercompany balance with OOL.