| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| TERCON LIMITED |
| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| TERCON LIMITED |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| for the Year Ended 31 MARCH 2025 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 4 |
| Income Statement | 7 |
| Balance Sheet | 8 |
| Statement of Changes in Equity | 9 |
| Notes to the Financial Statements | 10 |
| TERCON LIMITED |
| COMPANY INFORMATION |
| for the Year Ended 31 MARCH 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| and Statutory Auditor |
| 61 Queen Square |
| Bristol |
| BS1 4JZ |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| REPORT OF THE DIRECTORS |
| for the Year Ended 31 MARCH 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 March 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of contracting in the building industry. |
| REVIEW OF BUSINESS |
| The Directors are satisfied with the business performance in the period. Market and economic climate remained challenging throughout the year but a return to profit confirms that significant progress has been made within the business. |
| This has continued into the following period with further positive progress towards the sustainable growth business objectives. |
| DIVIDENDS |
| An interim dividend of £15,000 per share in respect of the year ended 31 March 2025 was declared during the year and payable on 20 October 2025. The directors recommend that no final dividend be paid in respect of the year ended 31 March 2025. |
| The total distribution of dividends for the year ended 31 March 2025 will be £120,000. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing 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). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| REPORT OF THE DIRECTORS |
| for the Year Ended 31 MARCH 2025 |
| 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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| Burnside are deemed to be re-appointed under section 487(2) of the Companies Act 2006. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TERCON LIMITED |
| Opinion |
| We have audited the financial statements of Tercon Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 March 2025 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TERCON LIMITED |
| 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has 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 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, 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; or |
| - | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| TERCON 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: |
| An understanding of the legal and regulatory framework applicable to the entity was obtained from management and those charged with governance of the entity, and the audit engagement team was confirmed to have the appropriate competence and capabilities to identify non-compliance with such a framework. |
| No significant instances of fraud, non-compliance with laws and regulations or other irregularities were communicated to the engagement team by management or those charged with governance, and no particular audit areas or legislation were identified that gave rise to any significant risks of material misstatement in respect of such irregularities. |
| Due to the size and nature of the entity, its susceptibility to material misstatement resulting from fraud, non-compliance with laws and regulations, or other irregularities is considered to be low, and the audit approach was appropriately planned so as to address this risk. |
| 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. |
| 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 |
| Chartered Accountants |
| and Statutory Auditor |
| 61 Queen Square |
| Bristol |
| BS1 4JZ |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| INCOME STATEMENT |
| for the Year Ended 31 MARCH 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 302,756 | 36,675 |
| Other operating income |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income |
| 348,273 | 75,147 |
| Interest payable and similar expenses |
| PROFIT BEFORE TAXATION |
| Tax on profit | 6 |
| PROFIT FOR THE FINANCIAL YEAR |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| BALANCE SHEET |
| 31 MARCH 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Tangible assets | 8 |
| CURRENT ASSETS |
| Debtors | 9 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 10 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
11 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 14 | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 15 |
| Capital redemption reserve |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| STATEMENT OF CHANGES IN EQUITY |
| for the Year Ended 31 MARCH 2025 |
| Called up | Capital |
| share | Retained | redemption | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 April 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 March 2024 |
| Changes in equity |
| Reduction in share capital | (100 | ) | - | 100 | - |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Purchase of own shares | - | (300,000 | ) | - | (300,000 | ) |
| Balance at 31 March 2025 |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| NOTES TO THE FINANCIAL STATEMENTS |
| for the Year Ended 31 MARCH 2025 |
| 1. | STATUTORY INFORMATION |
| Tercon Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Turnover |
| The turnover shown in the statement of comprehensive income represents amounts earned during the year, exclusive of Value Added Tax. |
| In respect of long-term contracts and contracts for on-going services, turnover represents the value of work done in the year, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and contracts for on-going services is recognised by reference to stage of completion. |
| Tangible fixed assets |
| Leasehold improvements | - |
| Plant and machinery | - |
| Motor vehicles | - |
| Computer equipment | - |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised 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 that have been enacted or substantively enacted by the balance sheet date. |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 MARCH 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 payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term. |
| Pension costs and other post-retirement benefits |
| Short term employee benefits including holiday pay and annual bonuses are accrued as services are rendered. |
| The company operates defined contribution pension schemes for directors and employees. |
| In addition, the company contributes to the personal pension schemes of certain directors and employees. |
| Contributions payable to the pension schemes are charged to the statement of comprehensive income as they become payable in accordance with the rules of the scheme. Differences between contributions payable in the year and those actually paid are shown as either accruals or prepayments in the balance sheet |
| Long term contracts |
| The amount of profit attributable to the stage of completion of a long term contract is recognised when the outcome of the contract can be foreseen with reasonable certainty. Turnover for such contracts is stated at the cost appropriate to their stage of completion plus attributable profits, less amounts recognised in previous years. Provision is made for any losses as soon as they are foreseen. |
| Amounts recoverable on contracts are included within debtors and represent turnover recognised in excess of payments on account. |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 MARCH 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| Financial assets and liabilities are recognised in the balance sheet when the company becomes party to the contractual provisions of the instrument. |
| Trade and other debtors and creditors are classified as basic financial instruments and are measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company not be able to collect all amounts due. |
| Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts which are an integral part of the company's cash management. |
| Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of any direct issue costs. |
| Interest bearing bank loans, overdrafts and other loans which meet the criteria of basic financial instruments are initially recorded at the present value of cash payable to the bank, usually being equivalent to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method. |
| Going concern |
| The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
| 3. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Administrative staff | 9 | 11 |
| Construction staff | 9 | 11 |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 MARCH 2025 |
| 4. | DIRECTORS' EMOLUMENTS |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2025 | 2024 |
| £ | £ |
| Depreciation - owned assets |
| Depreciation - assets on hire purchase contracts |
| Profit on disposal of fixed assets | ( |
) | ( |
) |
| Auditors' remuneration |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Deferred tax |
| Tax on profit |
| UK corporation tax has been charged at 25% (2024 - 25%). |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 MARCH 2025 |
| 6. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Unrecognised losses carried forward / (utilised) | - | (18,168 | ) |
| Deferred tax asset not recognised previously | (16,334 | ) | - |
| Total tax charge | 70,309 | - |
| At 31 March 2025, the company had trading tax losses of £31,998 (2024 - £381,943) available for carry forward for offset against future taxable trading profits. |
| 7. | DIVIDENDS |
| 2025 | 2024 |
| £ | £ |
| Ordinary shares of £25 each |
| Interim |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 MARCH 2025 |
| 8. | TANGIBLE FIXED ASSETS |
| Leasehold | Plant and | Motor | Computer |
| improvements | machinery | vehicles | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| At 1 April 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 March 2025 |
| DEPRECIATION |
| At 1 April 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| Included within the net book value of £315,463 is £69,350 (2024 - £104,587) relating to assets held under hire purchase and finance lease agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to £25,825 (2024 - £15,888). |
| 9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade debtors |
| Amounts recoverable on |
| contracts |
| Prepayments and accrued income |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 MARCH 2025 |
| 10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Bank loans and overdrafts |
| Hire purchase contracts (see note 12) |
| Payments on account |
| Trade creditors |
| Social security and other taxes |
| VAT | 164,102 | 37,741 |
| Other creditors |
| Accruals and deferred income |
| 11. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Hire purchase contracts (see note 12) |
| Tenant deposit | 4,428 | 4,428 |
| 12. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Hire purchase |
| contracts |
| 2025 | 2024 |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 MARCH 2025 |
| 13. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2025 | 2024 |
| £ | £ |
| Bank overdraft |
| Hire purchase contracts | 66,460 | 44,445 |
| Hire purchase and finance lease agreements are secured on the assets to which they relate. The bank overdraft facility is secured by a debenture over the assets of the company. |
| 14. | PROVISIONS FOR LIABILITIES |
| 2025 | 2024 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 78,866 | 60,525 |
| Other timing differences | (557 | ) | (370 | ) |
| Tax losses carried forward | (8,000 | ) | (60,155 | ) |
| 70,309 | - |
| Deferred |
| tax |
| £ |
| Charge to Income Statement during year |
| Balance at 31 March 2025 |
| At 31 March 2025, in addition to the deferred tax provision recognised above, the company had an unrecognised deferred tax asset totalling £Nil (2024 - £16,334) in respect of tax losses carried forward and available to offset against future taxable profits. |
| 15. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary | £25 | 200 | 300 |
| (2024 - 12 ) |
| On 8 October 2024, the company purchased 4 of its own shares at nominal value of £25 per share. The total consideration of £300,000 was paid in cash and accounted for in retained earnings. |
| TERCON LIMITED (REGISTERED NUMBER: 01336855) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| for the Year Ended 31 MARCH 2025 |
| 16. | RELATED PARTY DISCLOSURES |
| During the year the company declared dividends of £120,000 (2024 - £Nil) to its directors and shareholders, payable on 20 October 2025. |
| During the year the company paid rent totalling £90,000 (2024 - £73,333) to Tercon Limited Management Pension Scheme, of which the directors are trustees and members. |
| 17. | ULTIMATE CONTROLLING PARTY |
| The company is controlled by its directors who own the entire issued share capital of the company. |