| REGISTERED NUMBER: 12353157 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| FOR |
| TNC GROUP HOLDINGS LIMITED |
| TRADING AS |
| KSD GROUP |
| REGISTERED NUMBER: 12353157 (England and Wales) |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| FOR |
| TNC GROUP HOLDINGS LIMITED |
| TRADING AS |
| KSD GROUP |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Consolidated Statement of Income and Retained Earnings |
9 |
| Consolidated Balance Sheet | 10 |
| Company Balance Sheet | 11 |
| Consolidated Cash Flow Statement | 12 |
| Notes to the Consolidated Cash Flow Statement | 13 |
| Notes to the Consolidated Financial Statements | 14 |
| TNC GROUP HOLDINGS LIMITED |
| TRADING AS KSD GROUP |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MAY 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| SENIOR STATUTORY AUDITOR: | Simon Lawrence FCCA |
| AUDITORS: |
| Statutory Auditor |
| 20 Havelock Road |
| Hastings |
| East Sussex |
| TN34 1BP |
| SOLICITORS: |
| Vallance Hall |
| Hove Street |
| Hove |
| East Sussex |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 MAY 2025 |
| The directors present their strategic report of the company and the group for the year ended 31 May 2025. |
| The directors present hereby the strategic report of the company and the group for the year ended the 31 May 2025. TNC Group Holdings Ltd (TNC) are again pleased to report consistent performance attributed in the main to the group's trading entity, KSD Support Services Ltd (KSDSS). KSDSS provides building maintenance, building fabric and support services. The customer base includes blue-chip customers and other entities in food retail, commercial property, education and more recently transport sectors. |
| REVIEW OF BUSINESS |
| The group continued work on its own development sites and maintaining the group's property portfolio. |
| At the end of the period net assets totalled £31,832,591 (2024: £30,589,430). Key financial metrics and other performance indicators during the period were as follows: |
| 31.5.25 | 31.5.24 |
| EBITDAE | £5,467,188 | £5,270,157 |
| EBITDAE as % of turnover | 16.5% | 18.4% |
| KSDSS continues to maintain its ISO 14001, ISO 9001 and ISO 45001 accreditations helping the business galvanise and flourish given trying market conditions. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risk to the business is losing a contract due to unforeseen circumstances. The directors believe losing any client due to unforeseen circumstances would not have a detrimental impact as they have the ability to manoeuvre and re-purpose their substantial resources seamlessly, purposefully and efficiently. |
| The wide-ranging customer base helps de-risk over exposure to any one sector and for the majority of its contracts, the company is protected by resources being transferred under TUPE protocols, amongst other related directives. |
| Cash management remains central to our ability to meet contractual payment obligations as and when they fall due. We continually monitor cash flow models and work to ensure adequate sources of funding are always diligently explored. |
| FUTURE DEVELOPMENTS |
| There is a cautious presumption in favour of KSDSS increasing market share in the facilities management industry due to extremely dedicated, targeted marketing strategies borne from over two highly successful decades involved in this particular support-services market sector. |
| Revenue streams are projected to rise again in 25/26 following the successful onboarding of a major new client. We also anticipate increased metrics across all baselines including EBITDAE with several key planning applications for land scheme opportunities which continue to evolve within the group. |
| The Group is looking after over twenty thousand units covering pubs and retail stores and sales continue to rise in a positive manner. There are some increased overhead costs in producing this trajectory but with rising revenue the impact on gross profit is expected to minimal. The company is looking to augment and improve on this year's performance into 2026 and beyond. |
| ON BEHALF OF THE BOARD: |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 May 2025. |
| DIVIDENDS |
| The total distribution of dividends for the year ended 31 May 2025 was £79,998. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 June 2024 to the date of this report. |
| FINANCIAL INSTRUMENTS |
| The Group's principal financial instruments comprise bank balances, trade creditors, trade debtors, operating lease agreements, bank loans and directors' loans. The main purpose of these instruments is to finance the Group's operations. |
| Due to the nature of the financial instruments used by the Group there is no exposure to price risk. The Group's approach to managing other risks applicable to the financial instruments concerned is shown below. |
| In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest. |
| The CBILS loan from the bank does not have interest charged nor repayments made in the first year. The directors are aware of the Group's finance requirements and have determined that the liquidity risk inherent in this formal bank loans is acceptable with the initial repayment holiday. |
| The loans from the directors do not have interest charged but are repayable on demand. The directors are aware of the Group's required finance and have determined that these will only be repaid, in whole or in part, when finance is available. |
| The credit risk arising from loans made to directors is considered to be acceptable, given the substantial asset portfolio supporting them. |
| The Group's operating lease commitments are in respect of the property from which the company operates as well as motor vehicles. The liquidity risk in respect of these is managed in the same way as loans above. |
| The Group's trade debtors are factored thorough a financial services company although the Group retains all significant benefits and risks in respect of these. These are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. |
| Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. |
| POLITICAL DONATIONS AND EXPENDITURE |
| Donations and sponsorship of £20,503 (2024: £4,190) have been paid to local charities. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group 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; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Ashdown Hurrey Auditors Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TNC GROUP HOLDINGS LIMITED |
| Opinion |
| We have audited the financial statements of TNC Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 of the parent company affairs as at 31 May 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| In connection with our audit of the financial statements, 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 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 the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TNC GROUP HOLDINGS LIMITED |
| 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on pages three and four, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TNC GROUP HOLDINGS LIMITED |
| Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| 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. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud was as follows: |
| - The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| - We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector in which the company operates; |
| - We focused on specific laws and regulations which we considered may have a direct impact material effect on the financial statements; |
| - We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
| - Identified laws and regulations were communicated within the audit team and the team remained alert to instances of non-compliance throughout the audit. |
| We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the completeness and timing of income recognition and the override of controls by management. |
| To address the risk of fraud in relation to revenue recognition, we: |
| - Performed detailed substantive testing to address completeness and accuracy of sales; |
| - Assessed the appropriateness and application of the accounting policy concerning income recognition; and |
| - Performed detailed cut-off testing either side of the balance sheet date. |
| To address the risk of fraud through management bias and override of controls, we: |
| - Performed analytical procedures to identify any unusual or unexpected relationships; |
| - Tested journal entries to identify unusual transactions; |
| - Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; |
| - Investigated the rationale behind significant or unusual transactions. |
| 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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TNC GROUP HOLDINGS LIMITED |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Statutory Auditor |
| 20 Havelock Road |
| Hastings |
| East Sussex |
| TN34 1BP |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 31.5.25 | 31.5.24 |
| as restated |
| Notes | £ | £ |
| TURNOVER | 3 | 33,083,300 | 28,621,399 |
| Cost of sales | (23,218,849 | ) | (18,655,159 | ) |
| GROSS PROFIT | 9,864,451 | 9,966,240 |
| Administrative expenses | (8,112,865 | ) | (6,906,998 | ) |
| 1,751,586 | 3,059,242 |
| Other operating income | 4 | 2,054,974 | 713,205 |
| Gain/loss on revaluation of investment property |
- |
700,000 |
| OPERATING PROFIT | 6 | 3,806,560 | 4,472,447 |
| Amounts provided against loans | 7 | - | (1,188,260 | ) |
| 3,806,560 | 3,284,187 |
| Interest receivable and similar income | 146,105 | 343,351 |
| 3,952,665 | 3,627,538 |
| Interest payable and similar expenses | 8 | (2,062,566 | ) | (1,107,096 | ) |
| PROFIT BEFORE TAXATION | 1,890,099 | 2,520,442 |
| Tax on profit | 9 | (566,940 | ) | (834,363 | ) |
| PROFIT FOR THE FINANCIAL YEAR |
| Retained earnings at beginning of year as previously reported |
10,036,659 |
7,753,951 |
| Dividends | 11 | (79,998 | ) | - |
| Prior year adjustment - corrections of material errors |
12 |
(1,296,629 |
) |
- |
| RETAINED EARNINGS FOR THE GROUP AT END OF YEAR |
9,983,191 |
9,440,030 |
| Profit attributable to: |
| Owners of the parent | 1,323,159 | 1,686,079 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| CONSOLIDATED BALANCE SHEET |
| 31 MAY 2025 |
| 31.5.25 | 31.5.24 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 13 | 2,588,381 | 3,127,107 |
| Tangible assets | 14 | 4,655,807 | 4,382,629 |
| Investments | 15 |
| Interest in joint venture |
| Share of gross assets | 448,096 | - |
| Investment property | 16 | 26,195,695 | 25,560,393 |
| 33,887,979 | 33,070,129 |
| CURRENT ASSETS |
| Stocks | 17 | 3,865,621 | 3,827,046 |
| Debtors | 18 | 16,524,714 | 15,732,836 |
| Cash at bank | 1,174,164 | 599,755 |
| 21,564,499 | 20,159,637 |
| CREDITORS |
| Amounts falling due within one year | 19 | 14,738,384 | 13,458,252 |
| NET CURRENT ASSETS | 6,826,115 | 6,701,385 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
40,714,094 |
39,771,514 |
| CREDITORS |
| Amounts falling due after more than one year |
20 |
(7,876,656 |
) |
(8,196,945 |
) |
| PROVISIONS FOR LIABILITIES | 24 | (1,004,847 | ) | (985,139 | ) |
| NET ASSETS | 31,832,591 | 30,589,430 |
| CAPITAL AND RESERVES |
| Called up share capital | 25 | 17,369,400 | 17,369,400 |
| Fair value reserve | 26 | 4,480,000 | 4,480,000 |
| Retained earnings | 26 | 9,983,191 | 8,740,030 |
| SHAREHOLDERS' FUNDS | 31,832,591 | 30,589,430 |
| The financial statements were approved by the Board of Directors and authorised for issue on 29 May 2026 and were signed on its behalf by: |
| P F J McDonnell - Director |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| COMPANY BALANCE SHEET |
| 31 MAY 2025 |
| 31.5.25 | 31.5.24 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 13 |
| Tangible assets | 14 |
| Investments | 15 |
| Investment property | 16 |
| CURRENT ASSETS |
| Stocks | 17 |
| Debtors | 18 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 19 |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
20 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 24 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 25 |
| Fair value reserve | 26 |
| Retained earnings | 26 | ( |
) |
| SHAREHOLDERS' FUNDS |
| Company's (loss)/profit for the financial year | (107,069 | ) | 252,956 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 31.5.25 | 31.5.24 |
| as restated |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 5,214,188 | 3,373,104 |
| Interest paid | (1,830,502 | ) | (795,047 | ) |
| Interest element of hire purchase payments paid |
(211,060 |
) |
(196,319 |
) |
| Tax paid | (394,160 | ) | (538,160 | ) |
| Net cash from operating activities | 2,778,466 | 1,843,578 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (7,540 | ) | (9,844 | ) |
| Purchase of fixed asset investments | (378,533 | ) | - |
| Purchase of investment property | (54,720 | ) | (159,202 | ) |
| Sale of tangible fixed assets | - | (1 | ) |
| Interest received | 26,105 | 29 |
| Movement on loans to related entities | (1,153,640 | ) | (643,185 | ) |
| Net cash from investing activities | (1,568,328 | ) | (812,203 | ) |
| Cash flows from financing activities |
| New loans in year | 1,878,000 | 2,519,755 |
| Loan repayments in year | (1,293,598 | ) | (2,262,043 | ) |
| Capital repayments in year | (995,675 | ) | (1,043,069 | ) |
| Amount introduced by directors | - | 45,150 |
| Amount withdrawn by directors | (793,972 | ) | (547,973 | ) |
| Financing of debtors | 649,514 | 1,162,863 |
| Equity dividends paid | (79,998 | ) | - |
| Net cash from financing activities | (635,729 | ) | (125,317 | ) |
| Increase in cash and cash equivalents | 574,409 | 906,058 |
| Cash and cash equivalents at beginning of year |
2 |
599,755 |
(306,303 |
) |
| Cash and cash equivalents at end of year |
2 |
1,174,164 |
599,755 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Profit before taxation | 1,890,099 | 2,520,442 |
| Depreciation charges | 1,534,575 | 1,414,622 |
| Profit on disposal of fixed assets | (13,819 | ) | - |
| Gain on revaluation of fixed assets | - | (700,000 | ) |
| Impairments | - | 1,188,261 |
| Bad debt movement | 3,269 | 7,097 |
| Finance costs | 2,062,566 | 1,107,096 |
| Finance income | (146,105 | ) | (343,351 | ) |
| 5,330,585 | 5,194,167 |
| Increase in stocks | (38,574 | ) | (101,473 | ) |
| Increase in trade and other debtors | (217,437 | ) | (1,258,854 | ) |
| Increase/(decrease) in trade and other creditors | 139,614 | (460,736 | ) |
| Cash generated from operations | 5,214,188 | 3,373,104 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 May 2025 |
| 31.5.25 | 1.6.24 |
| £ | £ |
| Cash and cash equivalents | 1,174,164 | 599,755 |
| Year ended 31 May 2024 |
| 31.5.24 | 1.6.23 |
| as restated |
| £ | £ |
| Cash and cash equivalents | 599,755 | 15,271 |
| Bank overdrafts | - | (321,574 | ) |
| 599,755 | (306,303 | ) |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.6.24 | Cash flow | At 31.5.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 599,755 | 574,409 | 1,174,164 |
| 599,755 | 574,409 | 1,174,164 |
| Debt |
| Finance leases | (2,443,997 | ) | (326,926 | ) | (2,770,923 | ) |
| Debts falling due within 1 year | (5,442,281 | ) | (612,605 | ) | (6,054,886 | ) |
| Debts falling due after 1 year | (6,596,111 | ) | 520,173 | (6,075,938 | ) |
| (14,482,389 | ) | (419,358 | ) | (14,901,747 | ) |
| Total | (13,882,634 | ) | 155,051 | (13,727,583 | ) |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 1. | STATUTORY INFORMATION |
| TNC Group Holdings Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
| The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1. |
| Going concern |
| In preparing the financial statements, the directors are required to make an assessment of the ability of the Group to continue as a going concern. |
| On the basis of forecasts and the fact that the Group has substantial net current assets and net assets, the directors are confident that the Group has adequate resources to continue in operational existence and to meet its liabilities as they fall due for the foreseeable future. In reaching this conclusion they are satisfied that no material uncertainty exists. As a result of the above, the directors have concluded that it remains appropriate to adopt a going concern basis of preparation in these financial statements and that no material uncertainty exists in reaching this conclusion. |
| Basis of consolidation |
| The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 31 May each year. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. |
| Business combinations are accounted for under the merger method as these meet the requirements of FRS102 s19.27. Where necessary,adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. |
| Significant judgements and estimates |
| In the application of the accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. |
| The key judgements that management have made in applying the accounting policies relate to the valuation of investment property and recoverability of debtors, both trade and other. |
| The investment property has been valued based upon historical property prices as well as actual and anticipated rental yields. These take into accounts known future rental receipts from let areas and use these to anticipate future potential rental income for the currently void areas. Development land is valued based upon the future potential income following development, this calculation uses industry expected standards for development. |
| The estimates and underlying assumptions for debtors 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is recognised when the work has been performed. Turnover represents amounts invoiced, net of value added tax, and adjusted for the value of work performed to date on contracts at the period end. |
| When the outcome of a construction contract can be estimated reliably, contract costs and turnover are recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to the work completed to that date. |
| Where the outcome cannot be measured reliably, contract costs are recognised as an expense in the period in which they are incurred and contract turnover is recognised to the extent of costs incurred that it is probable will be recoverable. |
| When it is probable that contract costs will exceed the total contract turnover, the expected loss is recognised as an expense immediately, with a corresponding provision. |
| Goodwill |
| Goodwill, being the amounts paid in connection with the acquisitions of businesses in 2020, 2022 and 2023, was previously being amortised evenly over the estimated useful life of twenty years.The useful economic life was re-assessed in 2025 and the useful economic life has been reduced to ten years. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| Investment property |
| Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
| Stocks |
| Stocks have been valued at the lower of cost and estimated selling price less costs to sell. |
| Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate. |
| Work in progress comprises costs incurred for each project and is valued at cost to the company less any anticipated losses. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Hire purchase and leasing commitments |
| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by class of business is given below: |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Facilities management | 33,083,300 | 28,621,399 |
| 33,083,300 | 28,621,399 |
| An analysis of turnover by geographical market is given below: |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| United Kingdom | 33,083,300 | 28,621,399 |
| 33,083,300 | 28,621,399 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 4. | OTHER OPERATING INCOME |
| Included within Other Operating Income are the following amounts: |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Rents received | 711,925 | 603,392 |
| Other receipts - received from previous customers | 1,343,049 | 109,813 |
| 2,054,974 | 713,205 |
| There are no unfulfilled conditions or other contingencies attaching to any of the above amounts. |
| 5. | EMPLOYEES AND DIRECTORS |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Wages and salaries | 6,261,832 | 5,234,406 |
| Social security costs | 661,225 | 549,438 |
| Other pension costs | 113,004 | 98,001 |
| 7,036,061 | 5,881,845 |
| The average number of employees during the year was as follows: |
| 31.5.25 | 31.5.24 |
| as restated |
| Administration | 23 | 20 |
| Direct | 55 | 47 |
| Indirect | 83 | 71 |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Directors' remuneration | 18,192 | 18,192 |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Hire of plant and machinery | 244,418 | 50,227 |
| Other operating leases | 6,102 | 5,676 |
| Depreciation - owned assets | 44,225 | 10,037 |
| Depreciation - assets on hire purchase contracts | 951,627 | 864,589 |
| (Profit)/loss on disposal of fixed assets | (13,819 | ) | 45,352 |
| Goodwill amortisation | 537,796 | 537,794 |
| Computer software amortisation | 930 | 2,202 |
| Auditors' remuneration | 55,063 | 49,400 |
| Auditors' remuneration for non audit work | 43,455 | 12,860 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 7. | EXCEPTIONAL ITEMS |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Amounts provided against loans | - | (1,188,260 | ) |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Bank interest | 37,748 | 10,181 |
| Bank loan interest | 21,055 | - |
| Other interest | 1,690 | 1,029 |
| Loan | 789,620 | 713,152 |
| Invoice discounting | 901,718 | 179,462 |
| HMRC interest | 99,675 | 6,953 |
| Hire purchase | 211,060 | 196,319 |
| 2,062,566 | 1,107,096 |
| 9. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Current tax: |
| UK corporation tax | 675,764 | 977,499 |
| Prior year taxation | (128,533 | ) | (249,786 | ) |
| Total current tax | 547,231 | 727,713 |
| Deferred tax | 19,709 | 106,650 |
| Tax on profit | 566,940 | 834,363 |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Profit before tax | 1,890,099 | 2,520,442 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) |
472,525 |
630,111 |
| Effects of: |
| Expenses not deductible for tax purposes | 46,495 | 60,285 |
| Income not taxable for tax purposes | - | (150,231 | ) |
| Depreciation in excess of capital allowances | 42,005 | 359,929 |
| Utilisation of tax losses | - | (15,735 | ) |
| Adjustments to tax charge in respect of previous periods | (128,533 | ) | (184,444 | ) |
| Amortisation on goodwill | 134,448 | 134,448 |
| Total tax charge | 566,940 | 834,363 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 10. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 11. | DIVIDENDS |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Ordinary shares of £1 each |
| Interim | 79,998 | - |
| 12. | PRIOR YEAR ADJUSTMENT |
| During the year under review it was identified that the company has been using a policy for amortisation of goodwill of across 20 years for the goodwill generated upon the acquisition of KSD Support Services Ltd in 2021. In accordance with FRS102, a lifetime in excess of 10 years can only be justified in certain circumstances, none of which apply to the group. |
| The company has therefore decided to correct the position in line with a 10 year life. This has had the effect of re-stating the amortisation of goodwill brought forward into 2025, reducing consolidated reserves at 1 June 2024 by £1,296,629, from £14,516,659 to £13,220,030 |
| 13. | INTANGIBLE FIXED ASSETS |
| Group |
| Computer |
| Goodwill | software | Totals |
| £ | £ | £ |
| COST |
| At 1 June 2024 |
| and 31 May 2025 | 5,377,946 | 22,444 | 5,400,390 |
| AMORTISATION |
| At 1 June 2024 | 2,251,769 | 21,514 | 2,273,283 |
| Amortisation for year | 537,796 | 930 | 538,726 |
| At 31 May 2025 | 2,789,565 | 22,444 | 2,812,009 |
| NET BOOK VALUE |
| At 31 May 2025 | 2,588,381 | - | 2,588,381 |
| At 31 May 2024 | 3,126,177 | 930 | 3,127,107 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 14. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Long | Plant and | and |
| leasehold | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1 June 2024 | 2,000,000 | 203,648 | 306,944 |
| Additions | - | 33,537 | - |
| Disposals | - | - | - |
| At 31 May 2025 | 2,000,000 | 237,185 | 306,944 |
| DEPRECIATION |
| At 1 June 2024 | 17,391 | 183,579 | 270,029 |
| Charge for year | 17,392 | 3,937 | 9,175 |
| Eliminated on disposal | - | - | - |
| At 31 May 2025 | 34,783 | 187,516 | 279,204 |
| NET BOOK VALUE |
| At 31 May 2025 | 1,965,217 | 49,669 | 27,740 |
| At 31 May 2024 | 1,982,609 | 20,069 | 36,915 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 June 2024 | 4,426,511 | 158,812 | 7,095,915 |
| Additions | 1,252,011 | - | 1,285,548 |
| Disposals | (174,822 | ) | - | (174,822 | ) |
| At 31 May 2025 | 5,503,700 | 158,812 | 8,206,641 |
| DEPRECIATION |
| At 1 June 2024 | 2,117,584 | 124,703 | 2,713,286 |
| Charge for year | 956,150 | 9,198 | 995,852 |
| Eliminated on disposal | (158,304 | ) | - | (158,304 | ) |
| At 31 May 2025 | 2,915,430 | 133,901 | 3,550,834 |
| NET BOOK VALUE |
| At 31 May 2025 | 2,588,270 | 24,911 | 4,655,807 |
| At 31 May 2024 | 2,308,927 | 34,109 | 4,382,629 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 14. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
| Plant and | Motor | Computer |
| machinery | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 June 2024 | - | 4,401,325 | 31,185 | 4,432,510 |
| Additions | 22,197 | 1,252,011 | - | 1,274,208 |
| Disposals | - | (174,822 | ) | - | (174,822 | ) |
| Transfer to ownership | - | (843,455 | ) | - | (843,455 | ) |
| At 31 May 2025 | 22,197 | 4,635,059 | 31,185 | 4,688,441 |
| DEPRECIATION |
| At 1 June 2024 | - | 2,093,668 | 9,875 | 2,103,543 |
| Charge for year | 516 | 944,874 | 6,237 | 951,627 |
| Eliminated on disposal | - | (158,304 | ) | - | (158,304 | ) |
| Transfer to ownership | - | (724,756 | ) | - | (724,756 | ) |
| At 31 May 2025 | 516 | 2,155,482 | 16,112 | 2,172,110 |
| NET BOOK VALUE |
| At 31 May 2025 | 21,681 | 2,479,577 | 15,073 | 2,516,331 |
| At 31 May 2024 | - | 2,307,657 | 21,310 | 2,328,967 |
| 15. | FIXED ASSET INVESTMENTS |
| Group |
| Interest |
| in joint |
| venture |
| £ |
| COST |
| Additions | 448,096 |
| At 31 May 2025 | 448,096 |
| NET BOOK VALUE |
| At 31 May 2025 | 448,096 |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 June 2024 |
| and 31 May 2025 |
| NET BOOK VALUE |
| At 31 May 2025 |
| At 31 May 2024 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 15. | FIXED ASSET INVESTMENTS - continued |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: England & Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| Registered office: England & Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Aggregate capital and reserves |
| (Loss)/profit for the year | ( |
) |
| Registered office: England & Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| 31.5.25 | 31.5.24 |
| £ | £ |
| Aggregate capital and reserves | ( |
) | ( |
) |
| (Loss)/profit for the year | ( |
) |
| 16. | INVESTMENT PROPERTY |
| Group |
| Total |
| £ |
| FAIR VALUE |
| At 1 June 2024 | 25,560,393 |
| Additions | 635,302 |
| At 31 May 2025 | 26,195,695 |
| NET BOOK VALUE |
| At 31 May 2025 | 26,195,695 |
| At 31 May 2024 | 25,560,393 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 16. | INVESTMENT PROPERTY - continued |
| Group |
| Fair value at 31 May 2025 is represented by: |
| £ |
| Valuation in 2020 | (4,005,000 | ) |
| Valuation in 2022 | 4,750,000 |
| Valuation in 2023 | 3,035,000 |
| Valuation in 2024 | 700,000 |
| Cost | 21,715,695 |
| 26,195,695 |
| If the investment properties had not been revalued they would have been included at the following historical cost: |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Cost | 21,715,695 | 19,546,561 |
| The investment properties were valued on an open market basis on 31 May 2025 by the directors . |
| Company |
| Total |
| £ |
| FAIR VALUE |
| At 1 June 2024 |
| Additions |
| At 31 May 2025 |
| NET BOOK VALUE |
| At 31 May 2025 |
| At 31 May 2024 |
| Fair value at 31 May 2025 is represented by: |
| £ |
| Valuation in 2020 | (4,005,000 | ) |
| Valuation in 2022 | 4,000,000 |
| Valuation in 2023 | 235,000 |
| Cost | 10,612,184 |
| 10,842,184 |
| If the investment properties had not been revalued they would have been included at the following historical cost: |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Cost | 10,612,184 | 10,326,366 |
| The investment properties were valued on an open market basis on 31 May 2025 by the directors . |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 17. | STOCKS |
| Group | Company |
| 31.5.25 | 31.5.24 | 31.5.25 | 31.5.24 |
| as restated | as restated |
| £ | £ | £ | £ |
| Stocks | 241,657 | 270,000 |
| Development costs | 3,623,964 | 3,557,046 | 3,471,341 | 3,405,023 |
| 3,865,621 | 3,827,046 |
| 18. | DEBTORS |
| Group | Company |
| 31.5.25 | 31.5.24 | 31.5.25 | 31.5.24 |
| as restated | as restated |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 6,894,009 | 7,504,846 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 432,664 | 296,335 |
| Owed by entities under common | 5,317,679 | 4,318,069 | 214,991 | 16,926 |
| Loans receivable | 1,206,317 | 1,206,317 | - | - |
| Directors' loan accounts | 147,724 | 367,926 | 147,725 | 367,926 |
| Tax | 280,014 | 95,582 |
| Prepayments and accrued income | 1,771,307 | 1,468,761 |
| 16,049,714 | 15,257,836 |
| Amounts falling due after more than one | year: |
| Other debtors | 475,000 | 475,000 |
| Aggregate amounts | 16,524,714 | 15,732,836 |
| 19. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 31.5.25 | 31.5.24 | 31.5.25 | 31.5.24 |
| as restated | as restated |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 21) | 2,303,489 | 2,340,399 |
| Other loans (see note 21) | 3,751,397 | 3,101,882 |
| Hire purchase contracts (see note 22) | 970,205 | 843,163 |
| Trade creditors | 4,217,859 | 3,295,886 |
| Amounts owed to group undertakings | - | - |
| Tax | 1,744,685 | 1,245,375 |
| Social security and other taxes | 209,058 | 512,621 |
| VAT | 879,989 | 1,338,909 | - | - |
| Other creditors | 545,271 | 525,806 |
| Directors' loan accounts | 17,555 | 115,997 | 17,555 | 115,996 |
| Deferred income | - | 44,114 |
| Accrued expenses | 98,876 | 94,100 |
| 14,738,384 | 13,458,252 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 20. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 31.5.25 | 31.5.24 | 31.5.25 | 31.5.24 |
| as restated | as restated |
| £ | £ | £ | £ |
| Bank loans (see note 21) | 6,075,938 | 6,596,111 |
| Hire purchase contracts (see note 22) | 1,800,718 | 1,600,834 |
| 7,876,656 | 8,196,945 |
| 21. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 31.5.25 | 31.5.24 | 31.5.25 | 31.5.24 |
| as restated | as restated |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 1,403,489 | 2,340,399 |
| Loans within 1 year unsecured | 900,000 | - | 900,000 | - |
| Other loans | 3,751,397 | 3,101,882 |
| 6,054,886 | 5,442,281 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 128,250 | 2,886,225 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 272,721 | 145,304 |
| Amounts falling due in more than five years: |
| Repayable otherwise than by instalments |
| Bank loans more 5 yrs non-inst | 5,570,241 | 2,397,241 | 1,850,000 | - |
| Other loans | - | 1,000,000 | - | 1,000,000 |
| 5,570,241 | 3,397,241 | 1,850,000 | 1,000,000 |
| Repayable by instalments |
| Bank loans more 5 yr by instal | 104,726 | 167,341 | 104,726 | 167,341 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 22. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase |
| contracts |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Gross obligations repayable: |
| Within one year | 1,169,074 | 1,002,419 |
| Between one and five years | 2,029,809 | 1,846,514 |
| 3,198,883 | 2,848,933 |
| Finance charges repayable: |
| Within one year | 198,869 | 159,256 |
| Between one and five years | 229,091 | 245,680 |
| 427,960 | 404,936 |
| Net obligations repayable: |
| Within one year | 970,205 | 843,163 |
| Between one and five years | 1,800,718 | 1,600,834 |
| 2,770,923 | 2,443,997 |
| Group |
| Non-cancellable |
| operating leases |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Within one year | 31,540 | 101,684 |
| Between one and five years | 41,334 | 35,189 |
| 72,874 | 136,873 |
| The Group pays a rent for an office in Scotland. There is however no formal lease in respect of this property. |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 23. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Bank loans | 8,379,427 | 8,936,510 |
| Hire purchase contracts | 2,770,923 | 2,443,997 |
| Financing of trade debtors | 3,751,397 | 3,101,882 |
| 14,901,747 | 14,482,389 |
| The bank overdraft and loan account from National Westminster Bank plc are secured by way of a fixed and floating charge over all of the assets of KSD Support Services Ltd. |
| The financing of trade debtors by RBS Invoice Finance Ltd is secured by a fixed and floating change over the assets of KSD Support Services Ltd (supported by the personal guarantees of the directors). This charge contains a negative pledge. |
| Combined Properties Counties Ltd holds charges over certain of the Group's property assets, namely 56 Holland Road in Brighton, Flat 4 Kings Gardens in Hove, and Kent's Farm in Hurstpierpoint, East Sussex, all fixed assets and property held by the company, present and future. The bank loan is secured by personal guarantees given by the directors. This charge contains a negative pledge. |
| 9Y Capital Limited held charges over the freehold property known as Patcham Lodge, East Sussex. The bank loan is secured by a fixed charge over the property. |
| The lenders, Yorkshire Building Society, hold a first legal charge over the property held by Stanmer Stables Ltd, namely 1 to 8 the Old Stable Block, Stanmer Village, Stanmer, Brighton. The lenders also hold a fixed charge over 2, 3, 4, 5, the Stables and the Coach House of Merton House in Chester. This charge contains a negative pledge. |
| The assets which are financed under Hire Purchase and Finance Leases are also secured by the various finance providers upon the relevant assets themselves. |
| 24. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| 31.5.25 | 31.5.24 | 31.5.25 | 31.5.24 |
| as restated | as restated |
| £ | £ | £ | £ |
| Deferred tax |
| Accelerated capital allowances | 960,328 | 940,620 |
| Deferred tax | 44,519 | 44,519 | 57,500 | 57,500 |
| 1,004,847 | 985,139 | 57,500 | 57,500 |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 June 2024 | 985,139 |
| Provided during year | 19,708 |
| Balance at 31 May 2025 | 1,004,847 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 24. | PROVISIONS FOR LIABILITIES - continued |
| Company |
| Deferred |
| tax |
| £ |
| Balance at 1 June 2024 |
| Balance at 31 May 2025 |
| 25. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.5.25 | 31.5.24 |
| value: | as restated |
| £ | £ |
| Ordinary | £1 | 17,369,400 | 17,369,400 |
| 26. | RESERVES |
| Group |
| Fair |
| Retained | value |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 June 2024 | 10,036,659 | 4,480,000 | 14,516,659 |
| Prior year adjustment | (1,296,629 | ) | (1,296,629 | ) |
| 8,740,030 | 13,220,030 |
| Profit for the year | 1,323,159 | 1,323,159 |
| Dividends | (79,998 | ) | (79,998 | ) |
| At 31 May 2025 | 9,983,191 | 4,480,000 | 14,463,191 |
| Company |
| Fair |
| Retained | value |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 June 2024 | 304,084 |
| Deficit for the year | ( |
) | ( |
) |
| Dividends | ( |
) | ( |
) |
| At 31 May 2025 | ( |
) | 117,017 |
| TNC GROUP HOLDINGS LIMITED (REGISTERED NUMBER: 12353157) |
| TRADING AS KSD GROUP |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MAY 2025 |
| 27. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to directors subsisted during the years ended 31 May 2025 and 31 May 2024: |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| M A Ratcliffe |
| Balance outstanding at start of year | 132,807 | (69,197 | ) |
| Amounts advanced | 222,315 | 202,004 |
| Amounts repaid | (207,397 | ) | - |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year | 147,725 | 132,807 |
| P F J McDonnell |
| Balance outstanding at start of year | (115,996 | ) | (124,521 | ) |
| Amounts advanced | 223,400 | 8,525 |
| Amounts repaid | (124,959 | ) | - |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year | (17,555 | ) | (115,996 | ) |
| 28. | RELATED PARTY DISCLOSURES |
| Entities over which the entity has control, joint control or significant influence |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Movements in year | 685,109 | 1,926,513 |
| Amount due from related party | 4,910,760 | 5,507,461 |
| The disclosures above relate to entities which are connected by virtue of the fact that they have common directors and/or shareholders to the company. |
| Key management personnel of the entity or its parent (in the aggregate) |
| 31.5.25 | 31.5.24 |
| as restated |
| £ | £ |
| Compensation paid | 214,566 | 170,303 |
| Movements in loans | (38,978 | ) | 445,648 |
| Amount due from related party | 308,472 | 115,996 |
| Amount due to related party | (17,555 | ) | (367,926 | ) |
| 29. | ULTIMATE CONTROLLING PARTY |
| The Group is controlled by the shareholders jointly. There is no ultimate controlling party. |