TSquared Group Limited - Limited company accounts 20.1

REGISTERED NUMBER: SC242071 (Scotland)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2020

for

TSQUARED GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

G Malcolm

A Simpson

D Nicol

R A Dinwoodie

D Callan

SECRETARY:

G Malcolm

REGISTERED OFFICE:

Optimus Building

2 Robroyston Oval

Nova Technology Park

Glasgow

G33 1AP

REGISTERED NUMBER:

SC242071 (Scotland)

AUDITORS:

Sharles Audit Limited

Statutory Auditor

29 Brandon Street

Hamilton

ML3 6DA

BANKERS:

Bank of Scotland

41 Princes Mall

East Kilbride

G74 1LA

The directors present their strategic report of the company and the group for the year ended 31 March 2020.

REVIEW OF BUSINESS

A summary of the results of trading for the 31 March 2020 is provided within the attached financial statements.

The directors are pleased with the results achieved by the group during the year.

Based on a year to year comparison of the results of the group:

- Turnover increased by 36% to £28,366,110 from £20,873,647,

- Gross profit increased to £7,429,232 (26%) from £5,976,291 (29%), and

- Net profit increased to £5,382,380 (19%) from £4,106,185 (20%).

Overall, the group has achieved growth in turnover and profitability during the year.

The directors consider the group to be in a healthy financial position at the year end.

The group's key performance indicators are turnover, gross profit and net profit.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's operations expose it to a variety of financial risks that include performance risk, operational risk, credit risk

and liquidity risk. The directors recognise their overall responsibility for the group's systems and internal control. The

controls are designed to manage as opposed to completely eliminate risk.

The group has in place a risk management programme that seeks to limit the adverse effects on the financial

performance of the group by regularly reviewing and monitoring individual contract balances and ensuring adequate

funding is in place for any given contract.

Performance risk is minimised through accurately budgeting and costing individual projects at the outset and then

monitoring the performance on these projects through to completion. The performance of the group and the individual

companies within the group is monitored through monthly management accounts which are reviewed at regular board

meetings.

Operational risk is minimised through having robust health and safety and quality assurance policies and procedures in

place as well as the development of a positive health and safety culture throughout the group.

Credit risk is minimised by requiring the appropriate credit checks on potential customers, working with reputable

customers, agreeing regular payment terms on larger contracts and having strict credit controls. The amount of exposure

to any individual customer is also assessed and controlled.

Liquidity risk is minimised through the retention of a healthy level of group reserves and funds in the bank. At present

the group is not reliant on any bank facilities.

GOING CONCERN

The directors have assessed the group as having sufficient resources to meet the expected ongoing costs of the business

for a period of at least 12 months from the date of signing the financial statements. As a result they have continued to

adopt the going concern basis when preparing the financial statements.

IMPACT OF COVID-19 PANDEMIC

The directors have considered the impact that the Covid-19 pandemic could have on the ongoing trade of the group.

This includes the potential impact of reduced levels of turnover for a period of time, the effect of a short-term shut-down

and the availability of government assistance to businesses during this difficult period.

As a result of supplying the Life Sciences sector nearly all of the group's operations and sites have continued operating

through the lockdown period. A small number of administration and operations staff were furloughed under the Job

Retention Scheme.

The additional investment within the Life Sciences sector due to the re-shoring of research and manufacturing will

present opportunities for the business. The group has been recruiting and anticipates an increase in turnover and

profitability.

For this reason, along with the group's healthy balance sheet and cash position, the directors are confident that the group

will continue operating as a going concern.

ON BEHALF OF THE BOARD:

G Malcolm - Secretary

7 August 2020

The directors present their report with the financial statements of the company and the group for the year ended

31 March 2020.

DIVIDENDS

Interim dividends per share were paid as follows:

A Ordinary £1 shares

£20.00

- 8 August 2019

£4.80

- 9 August 2019

£137.70

- 12 August 2019

£162.50

B Ordinary £1 shares

£162.50

- 12 August 2019

C Ordinary £1 shares

NIL

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31 March 2020 will be £ 1,451,750 .

Shareholders owning 44.44% of the issued A Ordinary shares waived their right to the dividend paid on 8 August 2019.

Shareholders owning 27.78% of the issued A Ordinary shares waived their right to the dividend paid on 9 August 2019.

FUTURE DEVELOPMENTS

The directors are confident that the group can continue to trade profitably.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2019 to the date of this report.

G Malcolm

A Simpson

D Nicol

R A Dinwoodie

D Callan

POST BALANCE SHEET EVENTS

There are no matters to report as post balance sheet events.

DISCLOSURE IN THE STRATEGIC REPORT

The review of the group's business and the description of the principal risks and uncertainties facing the group are

disclosed in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial

statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not

approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the

directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as

a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are

aware of that information.

AUDITORS

The auditors, Sharles Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G Malcolm - Secretary

7 August 2020

Opinion

We have audited the financial statements of TSquared Group Limited (the 'parent company') and its subsidiaries (the

'group') for the year ended 31 March 2020 which comprise the Consolidated Income Statement, Consolidated Other

Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in

Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated

Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The

financial reporting framework that has been applied in their preparation is applicable law and United Kingdom

Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the

UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2020 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the group in accordance with the ethical requirements

that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group

Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the

Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the

course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the

Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible

for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such

internal control as the directors determine necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease

operations, or have no realistic alternative but to do so.

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.

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.

Keith Edwards (Senior Statutory Auditor)

for and on behalf of Sharles Audit Limited

Statutory Auditor

29 Brandon Street

Hamilton

ML3 6DA

7 August 2020

TURNOVER

28,366,110

20,873,647

Cost of sales

20,936,878

14,897,356

GROSS PROFIT

7,429,232

5,976,291

Administrative expenses

2,082,478

1,983,063

OPERATING PROFIT

5

5,346,754

3,993,228

Interest receivable and similar income

35,626

113,347

5,382,380

4,106,575

Interest payable and similar expenses

6

-

390

PROFIT BEFORE TAXATION

5,382,380

4,106,185

Tax on profit

7

1,026,945

785,406

PROFIT FOR THE FINANCIAL YEAR

4,355,435

3,320,779

Profit attributable to:

Owners of the parent

3,782,620

2,890,919

Non-controlling interests

572,815

429,860

4,355,435

3,320,779

PROFIT FOR THE YEAR

4,355,435

3,320,779

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

4,355,435

3,320,779

Total comprehensive income attributable to:

Owners of the parent

3,782,620

2,890,919

Non-controlling interests

572,815

429,860

4,355,435

3,320,779

FIXED ASSETS

Tangible assets

10

203,920

166,751

Investments

11

-

-

203,920

166,751

CURRENT ASSETS

Stocks

12

224,552

279,394

Debtors

13

4,281,565

3,836,666

Cash at bank

14,214,477

10,466,734

18,720,594

14,582,794

CREDITORS

Amounts falling due within one year

14

8,979,255

7,031,968

NET CURRENT ASSETS

9,741,339

7,550,826

TOTAL ASSETS LESS CURRENT LIABILITIES

9,945,259

7,717,577

PROVISIONS FOR LIABILITIES

16

12,867

-

NET ASSETS

9,932,392

7,717,577

CAPITAL AND RESERVES

Called up share capital

17

10,000

10,000

Retained earnings

18

9,477,804

7,146,934

SHAREHOLDERS' FUNDS

9,487,804

7,156,934

NON-CONTROLLING INTERESTS

19

444,588

560,643

TOTAL EQUITY

9,932,392

7,717,577

The financial statements were approved by the Board of Directors and authorised for issue on 7 August 2020 and were

signed on its behalf by:

A Simpson - Director

FIXED ASSETS

Tangible assets

10

-

-

Investments

11

278,582

7,112

278,582

7,112

CURRENT ASSETS

Debtors

13

3,050,620

113,500

Cash at bank

238,918

2,512,194

3,289,538

2,625,694

CREDITORS

Amounts falling due within one year

14

121,903

36,296

NET CURRENT ASSETS

3,167,635

2,589,398

TOTAL ASSETS LESS CURRENT LIABILITIES

3,446,217

2,596,510

CAPITAL AND RESERVES

Called up share capital

17

10,000

10,000

Retained earnings

18

3,436,217

2,586,510

SHAREHOLDERS' FUNDS

3,446,217

2,596,510

Company's profit for the financial year

2,301,457

2,135,737

The financial statements were approved by the Board of Directors and authorised for issue on 7 August 2020 and were signed on its behalf by:

A Simpson - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 April 2018

10,000

5,304,015

5,314,015

430,357

5,744,372

Changes in equity

Dividends

-

(1,048,000

)

(1,048,000

)

(299,574

)

(1,347,574

)

Total comprehensive income

-

2,890,919

2,890,919

429,860

3,320,779

Balance at 31 March 2019

10,000

7,146,934

7,156,934

560,643

7,717,577

Changes in equity

Dividends

-

(1,451,750

)

(1,451,750

)

(417,400

)

(1,869,150

)

Total comprehensive income

-

3,782,620

3,782,620

572,815

4,355,435

10,000

9,477,804

9,487,804

716,058

10,203,862

Acquisition of non-controlling interest

-

-

-

(271,470

)

(271,470

)

Balance at 31 March 2020

10,000

9,477,804

9,487,804

444,588

9,932,392

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2018

10,000

1,498,773

1,508,773

Changes in equity

Dividends

-

(1,048,000

)

(1,048,000

)

Total comprehensive income

-

2,135,737

2,135,737

Balance at 31 March 2019

10,000

2,586,510

2,596,510

Changes in equity

Dividends

-

(1,451,750

)

(1,451,750

)

Total comprehensive income

-

2,301,457

2,301,457

Balance at 31 March 2020

10,000

3,436,217

3,446,217

Cash flows from operating activities

Cash generated from operations

1

6,884,974

4,162,801

Interest element of hire purchase or finance lease rental payments paid

-

(390

)

Tax paid

(923,423

)

(568,864

)

Net cash from operating activities

5,961,551

3,593,547

Cash flows from investing activities

Purchase of tangible fixed assets

(113,526

)

(114,081

)

Sale of tangible fixed assets

4,712

16,210

Interest received

35,626

113,347

Net cash from investing activities

(73,188

)

15,476

Cash flows from financing activities

Capital repayments in year

-

(3,206

)

Acquisition of non-controlling interest

(271,470

)

-

Equity dividends paid

(1,451,750

)

(1,048,000

)

Dividends to non-controlling interests

(417,400

)

(299,574

)

Net cash from financing activities

(2,140,620

)

(1,350,780

)

Increase in cash and cash equivalents

3,747,743

2,258,243

Cash and cash equivalents at beginning of year

2

10,466,734

8,208,491

Cash and cash equivalents at end of year

2

14,214,477

10,466,734

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2020

2019

£

£

Profit before taxation

5,382,380

4,106,185

Depreciation charges

76,357

86,539

Profit on disposal of fixed assets

(4,712

)

(3,862

)

Finance costs

-

390

Finance income

(35,626

)

(113,347

)

5,418,399

4,075,905

Decrease/(increase) in stocks

54,842

(51,413

)

(Increase)/decrease in trade and other debtors

(441,803

)

824,634

Increase/(decrease) in trade and other creditors

1,853,536

(686,325

)

Cash generated from operations

6,884,974

4,162,801

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these

Balance Sheet amounts:

Year ended 31 March 2020

31.3.20

1.4.19

£

£

Cash and cash equivalents

14,214,477

10,466,734

Year ended 31 March 2019

31.3.19

1.4.18

£

£

Cash and cash equivalents

10,466,734

8,208,491

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.19

Cash flow

At 31.3.20

£

£

£

Net cash

Cash at bank

10,466,734

3,747,743

14,214,477

10,466,734

3,747,743

14,214,477

Total

10,466,734

3,747,743

14,214,477