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Registered number: 10474961 TUDOR GROUP LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
TUDOR GROUP LIMITED COMPANY INFORMATION
Director | E J Bolton
| P D Atkinosn
Registered number | 10474961
Registered office | Riding Court House
| Riding Court Road
| Datchet
| Slough
| England
| SL3 9JT
Independent auditors | Hillier Hopkins LLP
| Chartered Accountants and Statutory Auditors
| Ground Floor
| 45 Pall Mall
| London
| SW1Y 5JG
TUDOR GROUP LIMITED CONTENTS
| Page
Strategic report | 1 - 5
Directors' report | 6 - 7
Independent auditors' report | 8 - 11
Statement of comprehensive income | 12
Statement of financial position | 13
Statement of changes in equity | 14
Notes to the financial statements | 15 - 28
TUDOR GROUP LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The principal activity of the Company is that of an intermediate holding company. Introduction and overview Tudor Group Limited is a wholly owned subsidiary of Atlas FM Group Limited. In October 2024, Atlas FM Group transitioned to an Employee Ownership Trust (EOT) model, marking a pivotal milestone in our journey and placing the future of the business in the hands of the people who make it what it is. Atlas FM Group operates as one of the largest contract cleaning companies in the UK, providing national coverage with strong local presence. This structure allows us to deliver high quality, responsive and consistent services to more than 4,000 customers across over 6,500 sites. We are proud to be part of a values driven group with a clear purpose: creating happiness for ourselves and others. Employee ownership In October 2024, Atlas FM Group became an Employee Ownership Trust. The founders transferred ownership to the employees, ensuring the long term stewardship of the business and giving every colleague a direct stake in our shared future. This move reflects our belief that sustainable success comes when the people delivering our services are trusted, empowered and rewarded. Under the EOT model, Atlas can take a genuinely long term view, focusing on culture, quality and care, rather than short term financial gain. Employee ownership is strengthening engagement, retention and pride, and we are already seeing the cultural and commercial benefits this creates. Page 1
TUDOR GROUP LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Financial performance and resilience
The company has not actively traded for the year ended 31 December 2024. The company has maintained a conservative financial model, operating with minimal fixed cost commitments, disciplined working capital management and strong cash generation. We have well established processes for negotiating statutory wage uplifts, including National Living Wage and employer National Insurance changes, into client contracts, protecting the long term sustainability of the business. The directors consider turnover and gross margin to be the primary key performance indicators used to monitor the company’s performance. These are reviewed regularly alongside complementary operational measures including contract retention, client satisfaction and staff retention. Future development and strategy The directors are confident about the future of Tudor Group Limited and its subsidiaries are excited by the opportunities ahead as part of the wider Atlas FM Group. Our strategy for 2025 and beyond is focused on five key areas: 1. Accelerating growth through acquisitions We have become industry leaders in our ability to identify, transact, integrate and create value, culturally and financially, from acquisitions. This capability has become a key differentiator for Atlas. We will continue to pursue strategic acquisitions where we can add scale, capability and cultural alignment. 2. Unlocking growth within our existing customer base We have built an outstanding growth plan which includes realising opportunities for additional services and sites across the 4,000 customers we currently partner with. Alongside this, we are targeting new business within our key sectors, where our reputation for quality, performance and cultural alignment continues to give us a competitive edge. 3. Embedding a culture of high performance Our focus on culture and performance is becoming a defining strength of Atlas. We have created business plans across all areas of the business that clearly define our vision, strategies and success measures to track our journey of high performance and operational excellence. In 2025, we are introducing one to one Work Chats for all management and administration roles to develop capability, support wellbeing, and drive accountability. 4. Driving progress on ESG and social impact Our ESG team continue to lead meaningful improvements, particularly in environmental and social impact. We have 45 collaborative ESG plans in place with our largest customers and have reviewed all materials and consumables to consolidate on the most environmentally supportive products. We are also working with multiple UK charities to offer employment opportunities to disadvantaged groups including people who are homeless, refugees, and those leaving the care or prison systems. 5. Investing in technology and digital capability We continue to invest in software and technology to support growth and engagement. In 2025 we will roll out our new MyAtlas App to all 14,000 employees. The app will act as an internal communications platform with built in recognition and survey tools, and will include language preferences to ensure accessibility and engagement for our diverse workforce. In addition, new finance and CRM systems will go live in 2025 to improve operational efficiency and business insight. Our focus on culture as the foundation of growth While we work with detailed budgets and forecasts internally, we do not publicly disclose financial growth targets. Our unwavering focus is on nurturing an outstanding culture, grounded in our purpose and values. We believe that when our people feel connected, trusted and supported to perform at their best, both personal development and financial growth will follow. This philosophy underpins every part of our strategy and remains Page 2
TUDOR GROUP LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 central to our long term vision.
Principal risks and uncertainties
The directors regularly review the risks facing the business and have established systems and controls to monitor and manage these effectively. The company operates in a competitive, low margin industry and is exposed to external and operational risks. The principal risks and uncertainties faced by the company are set out below. Wage inflation and legislative change The National Living Wage has continued to rise and remains a significant cost pressure in our industry. We have robust processes to track wage movements, model their impact and engage early with clients to negotiate price adjustments. We also monitor wider legislative changes, including the forthcoming changes to employer National Insurance from April 2025, to ensure that any financial impact is anticipated and mitigated. Credit risk As a labour intensive business, maintaining strong cash flow is critical. We have a disciplined approach to credit control, supported by close collaboration between our operational and finance teams. We maintain clear credit limits, actively monitor payment terms and ensure swift action on any emerging debtor issues. Technology and cyber risk Our reliance on digital systems is increasing as we continue to invest in technology. We manage cyber risk through robust security protocols, regular system testing, staff training, and business continuity planning. We also work closely with external IT security specialists to ensure our controls remain current and effective. Competitive pricing pressure We continue to see some competitors bidding at unsustainably low prices within tender processes. While this does not align with our values or long term approach, it can create short term pricing pressure in parts of the market. We mitigate this risk by focusing on the value we deliver through quality, culture and long term partnership, which supports high client retention and reduces exposure to price led competition. Labour availability Labour availability and recruitment are not currently considered principal risks due to our low staff turnover and the high proportion of introductions and referrals from our existing colleagues. Page 3
TUDOR GROUP LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Key performance indicators (KPI)
The directors monitor a balanced set of financial and non-financial indicators to measure the company’s performance, ensure the delivery of its strategy and support long term decision making. Our KPI framework reflects our belief that outstanding culture drives high performance. We track progress across three core pillars, loyalty, growth and wastage avoidance, supported by a broader set of operational and cultural metrics. Loyalty • Staff retention rates • Client retention rates • Employee Net Promoter Score, measured every six months • Client Net Promoter Score, measured annually Social Value and ESG • Social value delivered using the TOMS framework • Environmental progress tracked through Ecovadis and FuturePlus • Stars of Atlas nominations Health, Safety and Wellbeing • Full health and safety reporting, including near misses and RIDDOR incidents • Work Chat participation levels Culture and Engagement • Internal communication data, including number of posts and engagement levels • Engagement with the MyAtlas app from 2025 onwards Growth • Growth from within, additional services and sites from existing customers • New business growth, including pipeline size and conversion rates • Monthly client audits, measuring service standards and overall perception Financial Performance • Results tracked at site, contract, region, sector and group level, with regular reporting on turnover, margin and profitability These KPIs are reviewed regularly by the directors and senior leadership team. They provide insight into the health and trajectory of the business, ensuring that decisions are informed by both cultural and commercial performance. Page 4
TUDOR GROUP LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Going concern
The directors have considered the company’s current financial position, forecasts and cash flow projections, taking into account reasonably possible changes in trading performance and the wider economic environment. The business operates within the wider Atlas FM Group, which transitioned to employee ownership in October 2024. The Group has a strong balance sheet, a diversified customer base and a proven record of delivering sustainable growth. Tudor Group Limited and its subsidiaries continue to generate positive cash flows from their operations and have access to appropriate financial resources and support from the wider Atlas Group. The company maintains a prudent approach to cost management and does not carry significant fixed cost obligations or external borrowings. After reviewing the company’s forecasts and projections, and having made appropriate enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
This report was approved by the board on and signed on its behalf. 1 June 2026 .
P D Atkinson Director
Page 5
TUDOR GROUP LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments 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 Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £62,829 (2023 - loss £9,318,059). Dividends of £Nil have been declared in the year under review (2023 - £Nil).
Directors
The directors who served during the year were:
N J Earley (appointed 17 February 2024, resigned 1 May 2025)
R W Empson (appointed 17 February 2024, resigned 1 May 2025)
F P Caqueret (resigned 17 February 2024) N R Conway (resigned 17 February 2024) I K Crook (resigned 17 February 2024) H T F Minnock (resigned 17 February 2024) The following directors have been appointed after the year end: P D Atkinson (appointed 1 May 2025) E J Bolton (appointed 1 May 2025) Page 6
TUDOR GROUP LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditors
The auditors, Hillier Hopkins LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 1 June 2026 and signed on its behalf.
P D Atkinson Director
Page 7
TUDOR GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TUDOR GROUP LIMITED
Opinion
We have audited the financial statements of Tudor Group Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, 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 Company's affairs as at 31 December 2024 and of its loss 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 8
TUDOR GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TUDOR GROUP LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit. Page 9
TUDOR GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TUDOR GROUP LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. 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 an Auditors' 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 nature of the industry and sector, control environment and business performance including the remuneration incentives and pressures of key management; ∙the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. We consider the results of our enquiries of management about their own identification and assessment of the risks of irregularities; ∙any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to: °identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; °detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; °the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; ∙the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. Page 10
TUDOR GROUP LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TUDOR GROUP LIMITED (CONTINUED) As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and relevant tax legislation. 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 Auditors' report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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. Michael Jacoby FCA (Senior statutory auditor) for and on behalf of Hillier Hopkins LLP Chartered Accountants and Statutory Auditors Ground Floor 45 Pall Mall London SW1Y 5JG 4 June 2026 Page 11
TUDOR GROUP LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover |  | - | 20,802
Gross profit |  | - | 20,802
Administrative expenses |  | (30,866) | (267,367)
Operating loss |  | (30,866) | (246,565)
Amounts written off investments |  | - | (8,762,907)
Interest payable and similar expenses | 7 | (24,289) | (314,564)
Loss before tax |  | (55,155) | (9,324,036)
Tax on loss | 8 | (7,674) | 5,977
Loss for the financial year |  | (62,829) | (9,318,059)
Total comprehensive income for the year |  | (62,829) | (9,318,059)
The notes on pages 15 to 28 form part of these financial statements.
Page 12
TUDOR GROUP LIMITED REGISTERED NUMBER: 10474961 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 9 |  | 3,168,627 |  | 3,150,607
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 10 | 140,257 |  | 266,161 |
Cash at bank and in hand | 11 | - |  | 20 |
|  | 140,257 |  | 266,181 |
Creditors: amounts falling due within one year | 12 | (10,622,306) |  | (14,579,730) |
Net current liabilities |  |  | (10,482,049) |  | (14,313,549)
Total assets less current liabilities |  |  | (7,313,422) |  | (11,162,942)
Creditors: amounts falling due after more than one year | 13 |  | (100,000) |  | (200,000)
Net liabilities |  |  | (7,413,422) |  | (11,362,942)
Capital and reserves |  |  |  |  |
Called up share capital | 16 |  | 166,278 |  | 166,278
Share premium account | 17 |  | 5,693,588 |  | 1,681,239
Capital redemption reserve | 17 |  | 870 |  | 870
Profit and loss account | 17 |  | (13,274,158) |  | (13,211,329)
|  |  | (7,413,422) |  | (11,362,942)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 June 2026.
P D Atkinson
Director
The notes on pages 15 to 28 form part of these financial statements. Page 13
TUDOR GROUP LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 166,278 | 1,681,239 | 870 | (13,211,329) | (11,362,942)
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (62,829) | (62,829)
Total comprehensive income for the year | - | - | - | (62,829) | (62,829)
Shares transferred at premium during the year | - | 4,012,349 | - | - | 4,012,349
At 31 December 2024 | 166,278 | 5,693,588 | 870 | (13,274,158) | (7,413,422)
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2023
| Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2023 | 166,278 | 1,681,239 | 870 | (3,893,270) | (2,044,883)
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | - | (9,318,059) | (9,318,059)
Total comprehensive income for the year | - | - | - | (9,318,059) | (9,318,059)
At 31 December 2023 | 166,278 | 1,681,239 | 870 | (13,211,329) | (11,362,942)
| The notes on pages 15 to 28 form part of these financial statements.
Page 14
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Tudor Group Limited is a company limited by shares, incorporated in England and Wales. The address of the registered office is Riding Court House, Riding Court Road, Datchet, Berkshire, England, SL3 9JT. The Company is an intermediate holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Atlas FM Group Limited as at 31 December 2024 and these financial statements may be obtained from Riding Court House, Riding Court Road, Datchet, Berkshire, England, SL3 9JT. Page 15
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Finance costs
Finance costs are charged to the Statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.5 | Borrowing costs
All borrowing costs are recognised in the Statement of comprehensive income in the year in which they are incurred. Page 16
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.7 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.8 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.9 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 17
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to the Statement of comprehensive income.
| 2.12 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the Page 18
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Financial instruments (continued)
estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the Page 19
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.12 | Financial instruments (continued)
risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Management fees | - | 20,802
|  | - | 20,802
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | - | 20,802
|  | - | 20,802
4. | Auditors' remuneration
| The Company's audit fees have been paid by other group companies and these amounted to £3,000 (2023 - £2,000).
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
Page 20
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 6,274 | -
|  | 6,274 | -
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Directors | 2 | 4
6. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 6,274 | -
|  | 6,274 | -
7. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest payable | 24,289 | 31,461
| Other loan interest payable | - | 283,103
|  | 24,289 | 314,564
Page 21
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Total current tax | - | -
| Deferred tax |  |
| Tax losses carried forward | 7,674 | (5,977)
| Total deferred tax | 7,674 | (5,977)
|  | 7,674 | (5,977)
Page 22
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 8.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (55,155) | (9,324,036)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%) | (13,789) | (2,191,148)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | - | 2,059,283
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 10,438 | 131,865
| Utilisation of losses | (2,721) | -
| Group relief | 6,072 | -
| Deferred tax | 7,674 | (5,977)
| Total tax charge for the year | 7,674 | (5,977)
| Factors that may affect future tax charges
There are no other significant factors that may materially affect future tax charges. Page 23
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 11,913,514
| Additions | 18,020
| At 31 December 2024 | 11,931,534
| Impairment |
| At 1 January 2024 | 8,762,907
| At 31 December 2024 | 8,762,907
| Net book value |
| At 31 December 2024 | 3,168,627
| At 31 December 2023 | 3,150,607
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Tudor Contract cleaners Limited | Riding Court House, Riding Court Road, Datchet, Berkshire, England, SL3 9JT | Cleaning services | Ordinary | 100%
| A Quality Services Limited | Riding Court House, Riding Court Road, Datchet, Berkshire, England, SL3 9JT | Cleaning services | Ordinary | 100%
| JX3 Supports Services Limited | Riding Court House, Riding Court Road, Datchet, Berkshire, England, SL3 9JT | Cleaning services | Ordinary | 100%
| Solutions facilities Management Limited | Riding Court House, Riding Court Road, Datchet, Berkshire, England, SL3 9JT | Cleaning services | Ordinary | 100%
Page 24
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
10. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 26,631 | -
| Other debtors | 3,362 | 117,156
| Prepayments and accrued income | - | 31,067
| Deferred taxation | 110,264 | 117,938
|  | 140,257 | 266,161
11. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | - | 20
| Less: bank overdrafts | (4,640) | -
|  | (4,640) | 20
12. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank overdrafts | 4,640 | -
| Bank loans | 100,000 | 100,000
| Trade creditors | 30,898 | 185,214
| Amounts owed to group undertakings | 10,400,295 | 7,501,166
| Other creditors | - | 6,617,613
| Accruals and deferred income | 86,473 | 175,737
|  | 10,622,306 | 14,579,730
| Bank loans and overdrafts are secured by a fixed and floating charge over the assets of the company.
Page 25
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank loans | 100,000 | 200,000
|  | 100,000 | 200,000
| Bank loans are secured by a fixed and floating charge over the assets of the company.
14. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 100,000 | 100,000
| Amounts falling due 1-2 years |  |
| Bank loans | 100,000 | 200,000
|  | 200,000 | 300,000
Page 26
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Deferred taxation
|  | 2024
|  | £
| At beginning of year | 117,938
| Charged to the Statement of comprehensive income | (7,674)
| At end of year | 110,264
| The deferred tax asset is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Tax losses carried forward | 110,264 | 117,938
|  | 110,264 | 117,938
16. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 11,635,002(2023 - 11,635,000)) Ordinary A shares of £0.01 each | 116,350 | 116,350
|  | 300,000 Ordinary B1 shares of £0.01 each | 3,000 | 3,000
|  | 53,000 Ordinary B2 shares of £0.01 each | 530 | 530
|  | 12,000 Ordinary C1 shares of £0.01 each | 120 | 120
|  | 4,627,800 Ordinary C2 shares of £0.01 each | 46,278 | 46,278
|  |  | 166,278 | 166,278
| All shares rank pari passu in all respects but will constitute separate classes of shares. During the year, the company issued 2 Ordinary A shares of £0.01 each for cash with a premium of £2,006,174.50 each.
Page 27
TUDOR GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
17. | Reserves
Share premium account The balance on the share premium account represents the amounts received in excess of the nominal value of the ordinary shares. Capital redemption reserve This is a non-distributable reserve that represents shares purchased. Profit and loss account The profit and loss account includes all current and prior period retained profits and losses.
18. | Related party transactions
| The Company has taken advantage of the exemption in FRS 102 Section 33: Related party disclosures from the requirement to disclose transactions with other wholly owned group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.
19. | Post balance sheet events
There have been no significant events affecting the Company since the year end.
20. | Controlling party
Up to 17 February 2024, the ultimate controlling party was Foresight Regional Investment General Partner LLP (acting in capacity as general partner of Foresight General Partner LP). From 17 February 2024, the ultimate parent company is Atlas FM Group Limited. Atlas FM Group is incorporated in England and Wales and has prepared group accounts for the year ended 31 December 2024. Consolidated accountes for Atlas FM Group Limited are available from Riding Court House, Riding Court Road, Datchet, Berkshire, SL3 93T. This is the only company in the group which prepares consolidated accounts. From 17 February 2024 to 29 October 2024, the ultimate controlling parties were N J Earley and R W Empson. On 29 October 2024, the Atlas FM Group Employee Ownership Trust purchased 100% of the share capital of Atlas FM Group Limited, to become the controlling party. The ultimate controlling party subsequently became Zedra Trust Company (Guernsey) Limited, which is the trustee of the Atlas FM Group Employee Ownership Trust.
Page 28