ACCOUNTS - Final Accounts preparation

Operating profit/(loss)

The operating profit/(loss) is stated after charging:

6 months ended 30 June 2022

12 months ended 31 December 2021

Caseware UK (AP4) 2021.0.152 2021.0.152 2022-06-302022-05-192022-05-192022-06-30jjjjfalsefalse2022-01-01false 02845757 2022-01-01 2022-06-30 02845757 2021-01-01 2021-12-31 02845757 2022-06-30 02845757 2021-12-31 02845757 2021-01-01 02845757 1 2022-01-01 2022-06-30 02845757 1 2021-01-01 2021-12-31 02845757 3 2022-01-01 2022-06-30 02845757 3 2021-01-01 2021-12-31 02845757 4 2022-01-01 2022-06-30 02845757 4 2021-01-01 2021-12-31 02845757 5 2022-01-01 2022-06-30 02845757 5 2021-01-01 2021-12-31 02845757 d:Exceptional 2022-01-01 2022-06-30 02845757 d:Exceptional 2021-01-01 2021-12-31 02845757 e:CompanySecretary1 2022-01-01 2022-06-30 02845757 e:Director1 2022-01-01 2022-06-30 02845757 e:Director2 2022-01-01 2022-06-30 02845757 e:Director3 2022-01-01 2022-06-30 02845757 e:Director4 2022-01-01 2022-06-30 02845757 e:Director5 2022-01-01 2022-06-30 02845757 e:Director6 2022-01-01 2022-06-30 02845757 e:Director7 2022-01-01 2022-06-30 02845757 e:Director8 2022-01-01 2022-06-30 02845757 e:Director9 2022-01-01 2022-06-30 02845757 e:Director9 2022-06-30 02845757 e:RegisteredOffice 2022-01-01 2022-06-30 02845757 d:Buildings 2022-01-01 2022-06-30 02845757 d:Buildings 2022-06-30 02845757 d:Buildings 2021-12-31 02845757 d:Buildings d:OwnedOrFreeholdAssets 2022-01-01 2022-06-30 02845757 d:PlantMachinery 2022-01-01 2022-06-30 02845757 d:PlantMachinery 2022-06-30 02845757 d:PlantMachinery 2021-12-31 02845757 d:PlantMachinery d:OwnedOrFreeholdAssets 2022-01-01 2022-06-30 02845757 d:MotorVehicles 2022-01-01 2022-06-30 02845757 d:MotorVehicles 2022-06-30 02845757 d:MotorVehicles 2021-12-31 02845757 d:MotorVehicles d:OwnedOrFreeholdAssets 2022-01-01 2022-06-30 02845757 d:OfficeEquipment 2022-01-01 2022-06-30 02845757 d:OfficeEquipment 2022-06-30 02845757 d:OfficeEquipment 2021-12-31 02845757 d:OfficeEquipment d:OwnedOrFreeholdAssets 2022-01-01 2022-06-30 02845757 d:OtherPropertyPlantEquipment 2022-01-01 2022-06-30 02845757 d:OtherPropertyPlantEquipment 2022-06-30 02845757 d:OtherPropertyPlantEquipment 2021-12-31 02845757 d:OtherPropertyPlantEquipment d:OwnedOrFreeholdAssets 2022-01-01 2022-06-30 02845757 d:OwnedOrFreeholdAssets 2022-01-01 2022-06-30 02845757 d:CurrentFinancialInstruments 2022-06-30 02845757 d:CurrentFinancialInstruments 2021-12-31 02845757 d:Non-currentFinancialInstruments 2022-06-30 02845757 d:Non-currentFinancialInstruments 2021-12-31 02845757 d:CurrentFinancialInstruments d:WithinOneYear 2022-06-30 02845757 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 02845757 d:Non-currentFinancialInstruments d:AfterOneYear 2022-06-30 02845757 d:Non-currentFinancialInstruments d:AfterOneYear 2021-12-31 02845757 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2022-06-30 02845757 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2021-12-31 02845757 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2022-06-30 02845757 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2021-12-31 02845757 f:UnitedKingdom 2022-01-01 2022-06-30 02845757 f:UnitedKingdom 2021-01-01 2021-12-31 02845757 f:RestEuropeOutsideUK 2022-01-01 2022-06-30 02845757 f:RestEuropeOutsideUK 2021-01-01 2021-12-31 02845757 d:UKTax 2022-01-01 2022-06-30 02845757 d:UKTax 2021-01-01 2021-12-31 02845757 d:ShareCapital 2022-06-30 02845757 d:ShareCapital 2021-12-31 02845757 d:ShareCapital 2021-01-01 02845757 d:RevaluationReserve 2022-01-01 2022-06-30 02845757 d:RevaluationReserve 2022-06-30 02845757 d:RevaluationReserve 2021-12-31 02845757 d:RevaluationReserve 2021-01-01 02845757 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-06-30 02845757 d:RetainedEarningsAccumulatedLosses 2022-06-30 02845757 d:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 02845757 d:RetainedEarningsAccumulatedLosses 2021-12-31 02845757 d:RetainedEarningsAccumulatedLosses 2021-01-01 02845757 d:AcceleratedTaxDepreciationDeferredTax 2022-06-30 02845757 d:AcceleratedTaxDepreciationDeferredTax 2021-12-31 02845757 d:TaxLossesCarry-forwardsDeferredTax 2022-06-30 02845757 d:TaxLossesCarry-forwardsDeferredTax 2021-12-31 02845757 d:OtherDeferredTax 2022-06-30 02845757 d:OtherDeferredTax 2021-12-31 02845757 e:OrdinaryShareClass1 2022-01-01 2022-06-30 02845757 e:OrdinaryShareClass1 2022-06-30 02845757 e:OrdinaryShareClass1 2021-12-31 02845757 e:FRS102 2022-01-01 2022-06-30 02845757 e:Audited 2022-01-01 2022-06-30 02845757 e:FullAccounts 2022-01-01 2022-06-30 02845757 e:PrivateLimitedCompanyLtd 2022-01-01 2022-06-30 02845757 d:WithinOneYear 2022-06-30 02845757 d:WithinOneYear 2021-12-31 02845757 d:BetweenOneFiveYears 2022-06-30 02845757 d:BetweenOneFiveYears 2021-12-31 02845757 4 2022-01-01 2022-06-30 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 02845757

TECHNOCOVER LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

TECHNOCOVER LIMITED

COMPANY INFORMATION

Directors	C M Tisdale
	G Doy
	S Ling
	P J Raybould
	C K Rayment
	A Taylor
	J N Whitfield
	D J Ling
	Mr Measey (resigned 19 May 2022)


Company secretary	S Ling


Registered number	02845757


Registered office	Henfaes Lane
	Welshpool
	Wales
	SY21 7BE


Independent auditors	MHA MacIntyre Hudson
	Chartered Accountants & Statutory Auditors
	11 Merus Court
	Meridian Business Park
	Leicester
	LE19 1RJ

TECHNOCOVER LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Directors' responsibilities statement	5
Independent auditors' report	6 - 9
Statement of comprehensive income	10
Balance sheet	11 - 12
Statement of changes in equity	13
Statement of cash flows	14 - 15
Analysis of net debt	16
Notes to the financial statements	17 - 35

TECHNOCOVER LIMITED

STRATEGIC REPORT

FOR THE PERIOD ENDED 30 JUNE 2022

Introduction

The principal activity of Technocover Limited (‘the Company’) is the manufacture and installation of high-security steel access products for the utilities market. On 15 July 2021 the Company was acquired by Threesixty Investco Limited.
The Company shortened the current year to be a 6 month period ending 30 June 2022. The prior period relates to the 12 months ending 31 December 2022.

Business review

Overview – Turnover for the period of £5,286,579 (2021: £8,041,901) continued to be heavily impacted by Covid-19. Order intake reduced mainly due to the strategic downscaling of the installation division of the company in 2021 and 2022 as a result of customer site access issues. The company also saw delayed or cancelled projects as customer priorities were diverted to their own operating challenges.
Operating result was a profit of £1,232,790 (2021: loss £878,550). Included within the current period operating profit was a gain on the sale of property, amouting to £1,040,088. The operating profit excluding this transaction is £192,702.
Gross margin was consistent in the period given the reduced operating level and overheads were also managed closely as turnover declined. As a result of the challenging economic environment and the impact of COVID-19 pandemic, the Company took the decision to restructure the business. This created significant cost savings to the company operating costs and administration costs. As a result of this restructuring the company has now returned to profitability in 2022.
Strategy – The Company’s strategy is to continue to build long term relationships with existing customers, and increase sales activities beyond its current core market (water) through a proactive focus on sales of existing products into new markets. Delivering outstanding customer service and product quality, and achieving efficiencies in design, contracts, procurement and production processes are also key strategies for the Company in achieving its success. Investing in and developing employees plays a fundamental part in achieving these aims.
Corporate Social Responsibility – The Company recognises the importance of balancing the interests of its stakeholders - employees, customers, shareholders, suppliers and the wider community in which it operates. The Company remains committed to a continuous improvement in its environmental performance to ensure that its activities comply with or exceed environmental standards and legislation. The Company also supports its employees in their local charitable endeavours.
Health and Safety – Health and safety remains core to the Company’s business. The Company is committed to a continuous improvement in its health and safety performance and compliance with health and safety standards and legislation.
In 2022 the Company has seen an increase in demand and feel market conditions are more normalised. The Board therefore believes that the medium and longer term outlook for the business is positive as the Directors expect to see continued strong levels of infrastructure investment in our core markets in the UK.

Principal risks and uncertainties

The Directors continue to develop policies and procedures that reflect the nature and scale of the Company’s business. These are designed to identify, mitigate and manage risk. The Directors have identified the following key areas of risk to the business: market spend cycles; the volatility of raw material and utility prices; loss of key personnel and increased competition bringing a reduction in selling prices.

Page 1

TECHNOCOVER LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 30 JUNE 2022

Financial key performance indicators

The Company’s key performance indicators are as follows:
Financial – The Company considers revenue growth, operating margin, return on capital employed and net cash flow from operating activities to be its principal financial key performance indicators. All of which can be evidenced on the face of the Statement of Comprehensive Income, Balance Sheet and Statement of Cashflows.

This report was approved by the board on 30 September 2022 and signed on its behalf.

................................................

A Taylor

Director

Page 2

TECHNOCOVER LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 30 JUNE 2022

The directors present their report and the financial statements for the period ended 30 June 2022.

Results and dividends

The profit for the period, after taxation, amounted to £1,232,790 (2021 - loss £878,550).

During the year dividends of £700,000 were paid.

Directors

The directors who served during the period were:

C M Tisdale

G Doy

S Ling

P J Raybould

C K Rayment

A Taylor

J N Whitfield

D J Ling

Mr Measey (resigned 19 May 2022)

Future developments

An indication of likely future developments is included within the business review set out on page 1.

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, MHA MacIntyre Hudson, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

TECHNOCOVER LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 30 JUNE 2022

This report was approved by the board and signed on its behalf.

................................................

A Taylor

Director

Date: 30 September 2022

Henfaes Lane

Welshpool

Wales

SY21 7BE

Page 4

TECHNOCOVER LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2022

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.

Page 5

TECHNOCOVER LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TECHNOCOVER LIMITED

Opinion

We have audited the financial statements of Technocover Limited (the 'Company') for the period ended 30 June 2022, which comprise the Statement of Comprehensive Income, the Balance sheet, the Statement of cash flows, 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 30 June 2022 and of its profit for the period 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 6

TECHNOCOVER LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TECHNOCOVER 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 period 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.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 5, 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.

Page 7

TECHNOCOVER LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TECHNOCOVER LIMITED (CONTINUED)

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:

•Enquiry of management and those charged with governance around actual, potential or suspected litigation, claims, non-compliance with applicable laws and regulations and fraud.
• Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
• Reviewing of financial statements disclosures and testing these to supporting documentation to assess compliance with applicable laws and regulations.
• Discussing with engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud.

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.

Page 8

TECHNOCOVER LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TECHNOCOVER LIMITED (CONTINUED)

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.

Shelley Harvery FCCA (Senior statutory auditor)

for and on behalf of

MHA MacIntyre Hudson

Chartered Accountants

Statutory Auditors

Leicester, United Kingdom

30 September 2022

Page 9

TECHNOCOVER LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2022

	6 months ended 30 June 2022	12 months ended 31 December 2021
Note	£	£


Turnover	4	5,285,679	8,041,901
Cost of sales		(3,053,234)	(5,286,267)
Gross profit		2,232,445	2,755,634
Distribution costs		(602,881)	(1,180,696)
Administrative expenses		(1,161,473)	(2,409,176)
Exceptional administrative expenses	13	1,037,761	(297,821)
Other operating income	5	-	47,646
Operating profit/(loss)		1,505,852	(1,084,413)
Interest payable and similar expenses	10	(32,896)	(58,894)
Profit/(loss) before tax		1,472,956	(1,143,307)
Tax on profit/(loss)	11	(240,166)	264,757
Profit/(loss) for the financial period		1,232,790	(878,550)

There were no recognised gains and losses for 2022 or 2021 other than those included in the Statement of Comprehensive Income.

There was no other comprehensive income for 2022 (2021 - £Nil).

The notes on pages 17 to 35 form part of these financial statements.

Page 10

TECHNOCOVER LIMITED

REGISTERED NUMBER: 02845757

BALANCE SHEET

AS AT 30 JUNE 2022

	30 June	31 December
	2022	2021
Note	£	£

Fixed assets
Tangible assets	14		311,759		1,611,420
			311,759		1,611,420
Current assets
Stocks	15	668,472		696,372
Debtors: amounts falling due within one year	16	3,017,028		2,163,767
Cash at bank and in hand	17	1,545,363		73,140
Current liabilities		5,230,863		2,933,279
Creditors: amounts falling due within one year	18	(3,954,544)		(2,419,827)
Net current assets			1,276,319		513,452
Total assets less current liabilities			1,588,078		2,124,872
Creditors: amounts falling due after more than one year	19		(466,667)		(1,536,251)

Net assets			1,121,411		588,621

Capital and reserves
Called up share capital	22	1,000,000	1,000,000
Revaluation reserve		-	297,663
Profit and loss account		121,411	(709,042)
		1,121,411	588,621

Page 11

TECHNOCOVER LIMITED

REGISTERED NUMBER: 02845757

BALANCE SHEET (CONTINUED)

AS AT 30 JUNE 2022

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2022.

................................................

A Taylor

Director

The notes on pages 17 to 35 form part of these financial statements.

Page 12


		TECHNOCOVER LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2022

	Called up share capital	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2020 as restated	1,000,000	297,663	169,508	1,467,171
Comprehensive income for the year
Loss for the year	-	-	(878,550)	(878,550)

At 1 January 2021 as restated	1,000,000	297,663	(709,042)	588,621
Comprehensive income for the period
Profit for the period	-	-	1,232,790	1,232,790
Dividends: Equity capital	-	-	(700,000)	(700,000)
Transfer (to)/from profit and loss account	-	(297,663)	297,663	-
At 30 June 2022	1,000,000	-	121,411	1,121,411

	The notes on pages 17 to 35 form part of these financial statements.
	Profit and loss account Includes all current and prior period retained profits and losses. All amounts are distributable. Revaluation reserves The revaluation reserve arose following a historic revaluation of freehold land and buildings.

Page 13

TECHNOCOVER LIMITED

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 30 JUNE 2022

			30 June	31 December
			2022	2021
			£	£

Cash flows from operating activities
Profit/(loss) for the financial period	1,232,790	(878,550)
Adjustments for:
Depreciation of tangible assets	74,976	262,000
Profit on disposal of tangible assets	-	(2,248)
Government grants	-	(47,646)
Interest paid	32,896	58,000
Taxation charge	240,166	(264,757)
Decrease/(increase) in stocks	27,900	(104,344)
(Increase)/decrease in debtors	(1,093,427)	433,471
Decrease/(increase) in amounts owed by groups	-	(864,031)
Increase in creditors	495,628	196,629
Increase/(decrease)) in amounts owed to groups	1,134,175	(1,068,175)
Corporation tax received	-	259,000
Net cash generated from operating activities	2,145,104	(2,020,651)

Cash flows from investing activities
Purchase of tangible fixed assets	(2,053)	(48,580)
Sale of tangible fixed assets	1,226,738	2,252
Government grants received	-	47,646
Net cash from investing activities	1,224,685	1,318
Cash flows from financing activities
New secured loans	-	1,190,000
Repayment of loans	(1,126,583)	(63,417)
Other new loans	-	680,000
Repayment of other loans	(38,087)	(35,609)
Dividends paid	(700,000)	-
Interest paid	(32,896)	(57,501)
Net cash used in financing activities	(1,897,566)	1,713,473
Net increase/(decrease) in cash and cash equivalents	1,472,223	(305,860)

Page 14

TECHNOCOVER LIMITED

STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE PERIOD ENDED 30 JUNE 2022

		30 June	31 December
		2022	2021
		£	£


Cash and cash equivalents at beginning of period	73,140	379,000
Cash and cash equivalents at the end of period	1,545,363	73,140

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	1,545,363	73,140
	1,545,363	73,140

The notes on pages 17 to 35 form part of these financial statements.

Page 15

TECHNOCOVER LIMITED

ANALYSIS OF NET DEBT

FOR THE PERIOD ENDED 30 JUNE 2022


At 1 January 2022	Cash flows	At 30 June 2022
£	£	£

Cash at bank and in hand	73,140	1,472,223	1,545,363
Debt due after 1 year	(1,536,251)	1,069,584	(466,667)
Debt due within 1 year	(235,000)	79,194	(155,806)
	(1,698,111)	2,621,001	922,890

The notes on pages 17 to 35 form part of these financial statements.

Page 16

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

1.	General information

Technocover Limited is a private company limited by shares and registered in England and Wales, registered number 02845757. The registered head office is located at Henfaes Lane, Welshpool, Wales, SY21 7BE.
The principal activity of the Company during the period continued to be that of manufacture and installation of high-security steel access and products for the utilities market.

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 (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

As a result of the challenging economic environment and the impact of the COVID-19 pandemic, the Company took the decision to restructure the business in 2021. This created significant cost savings to the Company's operating costs and administration costs. As a result of this restructuring the Company has returned to profitability in 2022. During the period the Directors have sold the property at a significant profit, repaid the mortgage and reduced intercompany debt. Based on the forecasts, profitability and working capital, the directors considerthe Company has the ability to continue as a going concern for the next 12 months therefore continue to adopt the going concern basis in preparing its financial statements.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is British Pound Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 17

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.4

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.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

2.8

Finance costs

Finance costs are charged to profit or loss 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.

Page 18

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.11

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss 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 balance sheet 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 balance sheet 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 balance sheet date.

2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 19

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.13

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method, or reducing balance method.

Depreciation is provided on the following basis:

Freehold property	-	4% reducing balance
Plant and machinery	-	4-20 years straight line
Motor vehicles	-	4-20 years straight line
Office equipment	-	4-20 years straight line
Other fixed assets	-	4-20 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. 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.

2.17

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 20

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

2.19

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction cost, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

Page 21

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(i) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
(ii) Stocks provisioning
The Company continues to manufacture bespoke cutting tools and is exposed to changes in the market prices of raw materials it uses. As a result it is necessary to consider the recoverability of the cost of stocks and the associated provisioning required. When calculating the stocks provision, management considers the nature and condition of the stocks, as well as applying assumptions around anticipated saleability of finished goods and future usage of raw materials.
(iii) Impairment of financial assets
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.
(iv) Work in progress valuation
The Company estimates work in progress on the basis of the level of completion at the year end. A fixed percentage is applied to the total expected job costs of each job based on the level of completion assessed to determine the value of work in progress. The percentages applied are reassessed annually.

Page 22

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

Turnover

Analysis of turnover by country of destination:

					6 months ended 30 June 2022	12 months ended 31 December 2021
					£	£

United Kingdom	5,108,028	7,843,253
Rest of Europe	177,651	198,648
	5,285,679	8,041,901

In the opinion of the directors, there is one major product line.

5.	Other operating income
		6 months ended 30 June 2022	12 months ended 31 December 2021
		£	£

Government grants receivable	-	47,646
	-	47,646

Depreciation of tangible fixed assets	74,976	262,262
Research & development charged as an expense	1,650	16,271
Exchange differences	-	1,915
Profit on disposal of assets	(1,040,088)	(2,248)
Operating lease payments	14,339	16,384

Page 23

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

7.	Auditors' remuneration
		6 months ended 30 June 2022	12 months ended 31 December 2021
		£	£

Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements

22,000

17,000

Fees payable to the Company's auditor and its associates in respect of:
Audit-related assurance services	-	2,000
Taxation compliance services	1,000	1,000
All other services	1,500	2,000
	2,500	5,000

8.	Employees
	Staff costs, including directors' remuneration, were as follows:
		6 months ended 30 June 2022	12 month period to 31 December 2021
		£	£


Wages and salaries	1,792,820	3,561,000
Share based payment	-	-
Social security	182,997	348,000
Cost of defined contribution scheme	55,329	138,000
	2,031,146	4,047,000

The average monthly number of employees, including the directors, during the year was as follows:

Page 24

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

		6 months ended 30 June 2022	12 month period to 31 December 2021
		£	£


Production	83	82
Administration	14	23
Sales, distrubution and management	31	27
	128	132

9.	Directors' remuneration
		6 months ended 30 June 2022	12 months ended 31 December 2021
		£	£

Directors' emoluments	174,411	293,000
Company contributions to defined contribution pension schemes	2,123	6,314
	176,534	299,314

During the period retirement benefits were accruing to 1 director (2021 - 1) in respect of defined contribution pension schemes.

10.	Interest payable and similar expenses
		6 months ended 30 June 2022	12 months ended 31 December 2021
		£	£

Bank interest payable	13,891	9,432
Other loan interest payable	19,005	49,462
	32,896	58,894

Page 25

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

Corporation tax
Current tax on profits for the year	38,358	-
	38,358	-

Total current tax	38,358	-

Deferred tax
Origination and reversal of timing differences	201,808	(264,757)
Total deferred tax	201,808	(264,757)


	Taxation on profit/(loss) on ordinary activities	240,166	(264,757)

Page 26

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

11.Taxation (continued)

Profit/(loss) on ordinary activities before tax

1,472,956

(1,143,307)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	279,862	(217,228)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	4,586	7,641
Capital allowances for period/year in excess of depreciation	(51,756)	7,575
Other timing differences leading to an increase (decrease) in taxation	(40,960)	(4,400)
Effect of change in tax rate	48,434	(58,345)
Total tax charge for the period/year	240,166	(264,757)

Factors that may affect future tax charges

From 1 April 2023, the corporation tax main rate was to increase to 25% for profits over £250,000. A small profits rate was also to be introduced for profits of £50,000 or less, charging corporation tax at 19%. Profits between £50,000 and £250,000 would be taxed at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate.
In the Mini Budget during September 2022, the Government announced that the corporation tax rise to 25% on 1 April 2023 will be reversed. As the proposal to decrease the rate had not been substantively enacted at the date of approval of the balance sheet, its effects are not included in these financial statements. Deferred tax has been calculated at 25% accordingly.

Page 27

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

	Dividend	700,000	-
		700,000	-

13.	Exceptional items
		6 months ended 30 June 2022	12 months ended 31 December 2021
		£	£

Reorganisation costs	2,327	297,821
Gain on sale of property	(1,040,088)	-
	(1,037,761)	297,821

As a result of the challenging economic enviroment and the impact of COVID-19 pandemic, the Company took the decision to restructure in 2021 the business resulting in a cash reorganisation cost £2,327 (2021: £297,281).
During the year the company sold the property for a gain of £1,040,088.

Page 28

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

14.	Tangible fixed assets

	Freehold and leasehold land and buildings	Plant and machinery	Motor vehicles	Office equipment	Other fixed assets
	£	£	£	£	£
Cost or valuation
At 1 January 2022	1,915,140	949,106	560,775	295,308	14,297
Additions	-	-	-	-	2,053
Disposals	(1,834,165)	(101,023)	(19,400)	(2,315)	-
Transfers between classes	-	16,350	-	-	(16,350)
At 30 June 2022	80,975	864,433	541,375	292,993	-
Depreciation
At 1 January 2022	677,521	688,840	483,797	273,048	-
Charge for the period on owned assets	14,433	36,313	15,092	9,138	-
Disposals	(636,134)	(72,316)	(19,400)	(2,315)	-
At 30 June 2022	55,820	652,837	479,489	279,871	-
Net book value
At 30 June 2022	25,155	211,596	61,886	13,122	-
At 31 December 2021	1,237,619	260,266	76,978	22,260	14,297

Page 29

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

14.Tangible fixed assets (continued)

		Total
		£
	Cost or valuation
	At 1 January 2022	3,734,626
	Additions	2,053
	Disposals	(1,956,903)
	Transfers between classes	-
	At 30 June 2022	1,779,776
	Depreciation
	At 1 January 2022	2,123,206
	Charge for the period on owned assets	74,976
	Disposals	(730,165)
	At 30 June 2022	1,468,017
	Net book value
	At 30 June 2022	311,759
	At 31 December 2021	1,611,420

The gross book value of land and buildings included freehold land of £Nil (2021 - £625,000), which is not depreciated.

Page 30

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

Raw materials and consumables	430,882	471,544
Work in progress (goods to be sold)	144,250	136,261
Finished goods and goods for resale	93,340	88,567
	668,472	696,372

The value of stocks written down and expensed in the profit and loss account amounted to £25,000 (2021 - £18,026).

16.

Debtors

					30 June	31 December
					2022	2021
					£	£


Trade debtors	1,730,292	782,280
Amounts owed by group undertakings	919,031	919,031
Other debtors	18,198	15,531
Prepayments and accrued income	307,919	203,529
Deferred taxation	41,588	243,396
	3,017,028	2,163,767

Cash at bank and in hand	1,545,363	73,140
	1,545,363	73,140

Page 31

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

Bank loans	-	124,999
Other loans	139,637	109,724
Trade creditors	939,894	723,125
Amounts owed to group undertakings	1,250,000	115,825
Other taxation and social security	132,235	34,284
Other creditors	1,105,424	979,675
Accruals and deferred income	387,354	332,195
	3,954,544	2,419,827

Bank loans of £Nil (2021 - £124,999), other loans of £139,637 (2021 - £109,724) and receivable finance of £883,471 (2021 - £606,401) are secured against assets of the Company.

Bank loans	-	1,001,584
Other loans	466,667	534,667
	466,667	1,536,251

Bank loans of £Nil (2021 - £1,001,584) and other loans of £466,667 (2021 - £534,667) are secured against assets of the Company.

Page 32

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

Amounts falling due within one year
Bank loans	-	124,999
Other loans	139,637	109,724
	139,637	234,723
Amounts falling due 1-2 years
Bank loans	-	119,000
Other loans	136,000	136,000
	136,000	255,000
Amounts falling due 2-5 years
Bank loans	-	882,584
Other loans	330,667	398,667
	330,667	1,281,251

	606,304	1,770,974

21.	Deferred taxation

		2022
		£

	At beginning of year	(243,396)
	Charged to profit or loss	(201,808)
	At end of year	(41,588)

Page 33

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

21.Deferred taxation (continued)

Accelerated capital allowances	(40,004)	20,890
Tax losses carried forward	-	(261,694)
Other	(1,584)	(2,592)
	(41,588)	(243,396)

Allotted, called up and fully paid

1,000,000 (2021 - 1,000,000) Ordinary shares shares of £1.00 each	1,000,000	1,000,000

Each ordinary share carries equal voting rights and there are no restrictions on any share.

	Contracted for but not provided in these financial statements	15,000	15,000
		15,000	15,000

24.	Pension commitments

The Company operates a defined pension contribution pension plan for its employees. The pension cost for the year represents the contribution payable by the Company into fund and amounted to £55,329 (2021 - £137,760). Contributions totalling £16,169 (2021 - £33,272) were payable to the fund at the balance sheet date and are included in other creditors.

Page 34

TECHNOCOVER LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2022

Not later than 1 year	8,896	14,399
Later than 1 year and not later than 5 years	7,164	9,941
	16,060	24,340

26.

Related party transactions

The Company has taken advantage of the exemptions under Financial Reporting Standard 102, section 33.1A from the requirement to disclose transactions with Group companies that are wholly owned members of the Group.
Total key management personnel remuneration for the period were £195,447 (2021 - £534,484).
No other transactions with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 102, Section 33.

27.	Ultimate parent and Controlling party

The ultimate parent and controlling party of the Company is Threesixty Holdco 4 Limited, a Company registered and domiciled in England and Wales. The registered head office is located at Henfaes Lane, Welshpool, Wales, SY21 7BE.

Page 35