Company Registration No. 12212199 (England and Wales)
NORTHERN INDUSTRIES UK 1 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NORTHERN INDUSTRIES UK 1 LIMITED
COMPANY INFORMATION
Director
Mr Y Sey
Company number
12212199
Registered office
12 Bessemer Court
Hownsgill Industrial Park
Knitsley Lane
Consett
Co Durham
DH8 7BL
Auditor
TC Group
12 Bessemer Court
Hownsgill Industrial Park
Knitsley Lane
Consett
Co Durham
DH8 7BL
NORTHERN INDUSTRIES UK 1 LIMITED
CONTENTS
Page
Strategic report
1 - 3
Director's report
4
Director's responsibilities statement
5
Independent auditor's report
6 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12 - 13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
NORTHERN INDUSTRIES UK 1 LIMITED
CONTENTS
Company statement of cash flows
18
Notes to the financial statements
19 - 43
NORTHERN INDUSTRIES UK 1 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -

The director presents the strategic report for the year ended 30 June 2023.

Context for the Year Ending June 2023

The financial year July 2022 – June 2023 was characterized by the fact that our management focus was primarily on stabilisation and refinement across the entire group and as such all of our activities were carried out with that specific focus in mind. Having ended the previous financial year with the recent acquisition of CEL Sheet Metal Ltd we set about achieving the goal of having a full year void of any further acquisitions and rather, focused on absorbing the recent addition of CEL into the wider group as well as strengthening our existing business units, Steelway Group and JHT Fabrications.

 

The year saw the handing over process of CEL from the previous owners over to the business unit management team successfully completed, as well as new workflows being adopted that enable CEL to “report” directly to members of the Northern Industries management team in a manner that is appropriate for a business that is a member of a larger group. Key client relationships where managed with a personal touch by our group COO Paul Sweeting and extensive guidance and “mentorship” of the business unit management team was nurtured by our COO as well as our Group Finance Director Sonia Shaw. This has enabled CEL to begin to show early indications of a promising future under group ownership.

 

Alongside the afore mentioned activities taking place our largest business unit Steelway Group experienced rapid and continuous growth and development not only in sheer scale of operations, but also as a direct result, in an increase in revenues and earnings. The incumbent Steelway Managing Director Peter Noble Jones would eventually end his tenure as M.D as at the 30th of June 2023, but not before leaving in place a robust business unit that has in the 2.5 years under Northern Industries ownership increased its revenues by roughly 50%. The role of Steelway M.D has since been taken up by a new manager in the weeks following the conclusion of the financial year and Steelway continuous to have a dedicated M.D in place.

 

JHT Fabrications continued to suffer from the previous effects of Covid-19 as a large proportion of its previously reliable customer base where still for the most parts slow to return back to the market within which JHT operates with stable and steady jobs. The Group COO made many resources available to JHT and its business unit management team both in terms of strategic time as well as direct resources available to Steelway in the form of more efficient access to steel suppliers, and not least, by providing JHT with a reliable stream of inter-company sub contract work to support the JHT business.

 

This resulted in JHT being able to continue trading whilst continuing to pursue the return of its core base of work, which would eventually slowly start to return towards the last quarter of the financial year. JHT is currently in a stable position and continues to work very closely with it’s sister company Steelway which has proven to be a win-win scenario for both businesses as it allows JHT to enjoy a steady stream of work as well as access to efficiently sourced materials, whereas JHT’s availability to serve as a partial sub contractor to Steelway enabled Steelway to unlock work from its order book which for most of the year remained at record high levels.

 

Key hires during the financial year

As far as human resources are concerned, a decision was taken to hire and onboard a Group Financial Controller to support the Group F.D and as a result this new hire has proven to be an asset to the group and a core member of the finance team.

NORTHERN INDUSTRIES UK 1 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -
Business review

The Group’s revenue for 2022/23 amounted to £30,583,421 GBP, and the operating profit ended at £594,914 GBP. Net financials showed an expense of £30,007,895 GBP. Profit for the year amounted to a £120,377 GBP.    

The Group’s gross assets amount to £14,059,172 GBP. The equity ended at (£401,457) GBP. Members of the management team are incredibly pleased with the fact that the actual revenue for this financial year fell perfectly within the forecasted range provided in the FY 21/22 annual report of £30 million to 31 million GBP– 2023, which we believe demonstrates management’s ability to provide the market with reliable and accurate forecasts.

 

The parent company’s operating profit amounts to £57,172 GBP and profit for the year ended at a loss of £179,793 GBP. Gross assets amount to £2,399,757 GBP. The equity ended at (£10,535) GBP.

 

The group’s equity levels improved from (521,834) GBP as of June 30th 2022 to a level of (401,457) as of 30th June 2023 which is an equity improvement of 120,377 GBP. The management expects that this trend of positive equity improvements will continue materially into the subsequent financial year ending June 2024.

 

 

Principal Risks and Uncertainties

The groups operations expose it to a variety of financial risks including the effects of changes in interest rates on debt, credit risk and liquidity risk.


The groups principal financial instruments comprise sterling cash and bank deposits, inter-group debt used for the funding of the purchase of the business units alongside institutional debt from banks and invoice financing which is a major component debt, together with trade debtors and trade creditors that arise directly from the operations of its business units.

The main risks arising from the company's financial instruments can be analyzed as follows:‑

Price risk
The group is exposed to price risk from the cost increases in material and utility cost in the market.

Credit risk
The group’s principal financial assets are bank balances, cash, and trade debtors, which represent the company's maximum exposure to credit risk in relation to financial assets.

 

 

Currency Risk

As the groups functional currency is GBP and operates mainly in the United Kingdom, the income statement, balance sheet, and cash flows are subject to a minimal risk of currency fluctuations.

 

 

NORTHERN INDUSTRIES UK 1 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -
Credit Risk

The groups principal financial assets are bank balances, cash and trade debtors, which represent the groups maximum exposure to credit risk in relation to financial assets. However, there is a risk that the operating businesses’ customers encounter credit downgrades due to the current market volatility, which could impact the operating business’s ability to fully draw on the maximum invoice financing facilities against those associated customers up to a certain extent.

 

The primary customer base of the underlying business units is directly or indirectly linked to government infrastructure sites, specifically within the utility sector. Given the profile of the customers, the directors consider the risk associated to the debtor book to be modest.

 

The groups credit risk is primarily attributable to its trade debtors. Credit risk is managed by

monitoring the aggregate amount and duration of exposure to any one customer depending upon their credit rating. The amounts presented in the balance sheet are net of allowances for doubtful debts, estimated by the group management based on prior experience and their assessment of the current economic environment.

 

The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The group has no significant concentration of credit risk, with exposure spread over many counterparties and customers.

Liquidity risk

The groups policy has been to ensure continuity of funding through acquiring an element of the groups fixed assets under finance leases and arranging funding via shareholder and bank loans.

 

However, as the steel sector has experienced a certain level of volatility there is always a risk of having to effectively manage the group’s cash position as well as that of its business units.

 

Notwithstanding the above, Northern Industries UK 1 Ltd is indebted to its parent company Northern Industries A/S to the tune of £1,822,881 as of the 30th June 2023, and that debt is interest bearing and is susceptible to foreign exchange rate movements and inflation adjustments. There is a risk that Northern Industries UK 1 Ltd experiences challenges with servicing the debts owed to it’s parent company, however it is management’s assessment that any action taken by the parent company under such circumstances would be limited in nature as it is not in the interest of the parent company to take any drastic actions against it’s own subsidiary.

 

Business outlook for the year ahead

Northern Industries enters 2023/24 with a growing order book allowing for revenue growth in the coming year and expects a revenue in the range of 31 million GBP to 33 million GBP. The challenging market conditions are expected to influence 2023/24 as seen in 2022/23. Continued increases in key production costs along with higher inflation will put the margin under pressure.

 

On behalf of the board

Mr Y Sey
Director
6 November 2023
NORTHERN INDUSTRIES UK 1 LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -

The director presents his annual report and financial statements for the year ended 30 June 2023.

Principal activities

The company's principal activity is to act as a parent company for a group of companies associated with the manufacture and installation of steel fabrications, access covers and security equipment.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr Y Sey
Mr M S Lunde
(Resigned 1 July 2022)
Auditor

In accordance with the company's articles, a resolution proposing that TC Group be reappointed as auditor of the group will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr Y Sey
Director
6 November 2023
NORTHERN INDUSTRIES UK 1 LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
- 5 -

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

NORTHERN INDUSTRIES UK 1 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NORTHERN INDUSTRIES UK 1 LIMITED
- 6 -
Opinion

We have audited the financial statements of Northern Industries UK 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:

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 Auditor's 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.

Material uncertainty related to going concern

We draw attention to Note 1.4 in the financial statements which indicates that the group incurred a loss before tax of £32,341 during the year ended 30 June 2023 and, as of that date, the group's total liabilities exceeded total assets by £401,547. As stated in note 1.4, these events or conditions, along with other matters set forth in note 1.4, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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.

NORTHERN INDUSTRIES UK 1 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NORTHERN INDUSTRIES UK 1 LIMITED
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

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

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 strategic report and the director's report.

 

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:

 

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 auditor's 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.

NORTHERN INDUSTRIES UK 1 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NORTHERN INDUSTRIES UK 1 LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

 

Our approach was as follows:

ŸŸŸ

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

NORTHERN INDUSTRIES UK 1 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NORTHERN INDUSTRIES UK 1 LIMITED
- 9 -

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 auditor's 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.

Rebecca Davison (Senior Statutory Auditor)
For and on behalf of TC Group
7 November 2023
Statutory Auditor
12 Bessemer Court
Hownsgill Industrial Park
Knitsley Lane
Consett
Co Durham
DH8 7BL
NORTHERN INDUSTRIES UK 1 LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
2023
2022
£
£
Turnover
30,584,421
20,817,702
Cost of sales
(21,629,923)
(14,612,445)
Gross profit
8,954,498
6,205,257
Distribution costs
(891,457)
(401,279)
Administrative expenses
(7,486,515)
(5,830,177)
Other operating income
18,388
112,907
Operating profit
594,914
86,708
Interest receivable and similar income
450
41
Interest payable and similar expenses
(727,705)
(438,897)
Amounts written off investments
100,000
-
Loss before taxation
(32,341)
(352,148)
Tax on loss
152,718
(41,261)
Profit/(loss) for the financial year
120,377
(393,409)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
NORTHERN INDUSTRIES UK 1 LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
- 11 -
2023
2022
£
£
Profit/(loss) for the year
120,377
(393,409)
Other comprehensive income
-
-
Total comprehensive income for the year
120,377
(393,409)
Total comprehensive income for the year is all attributable to the owners of the parent company.
NORTHERN INDUSTRIES UK 1 LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
3,476,287
3,964,192
Other intangible assets
11
9,000
13,500
Total intangible assets
3,485,287
3,977,692
Tangible assets
12
2,425,112
2,761,053
5,910,399
6,738,745
Current assets
Stocks
15
1,309,553
1,611,414
Debtors
16
6,571,596
6,456,686
Cash at bank and in hand
267,624
1,056,449
8,148,773
9,124,549
Creditors: amounts falling due within one year
17
(11,318,330)
(10,934,030)
Net current liabilities
(3,169,557)
(1,809,481)
Total assets less current liabilities
2,740,842
4,929,264
Creditors: amounts falling due after more than one year
18
(2,743,042)
(4,981,485)
Provisions for liabilities
Deferred tax liability
21
399,257
469,613
(399,257)
(469,613)
Net liabilities
(401,457)
(521,834)
Capital and reserves
Called up share capital
24
10,000
10,000
Profit and loss reserves
(411,457)
(531,834)
Total equity
(401,457)
(521,834)
NORTHERN INDUSTRIES UK 1 LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2023
30 June 2023
- 13 -
The financial statements were approved by the board of directors and authorised for issue on 6 November 2023 and are signed on its behalf by:
06 November 2023
Mr Y Sey
Director
NORTHERN INDUSTRIES UK 1 LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2023
30 June 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
411,317
411,317
Current assets
Debtors
16
1,988,439
1,612,438
Creditors: amounts falling due within one year
17
(1,096,210)
(654,497)
Net current assets
892,229
957,941
Total assets less current liabilities
1,303,546
1,369,258
Creditors: amounts falling due after more than one year
18
(1,314,081)
(1,200,000)
Net (liabilities)/assets
(10,535)
169,258
Capital and reserves
Called up share capital
24
10,000
10,000
Profit and loss reserves
(20,535)
159,258
Total equity
(10,535)
169,258

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £179,793 (2022 - £118,504 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 6 November 2023 and are signed on its behalf by:
06 November 2023
Mr Y Sey
Director
Company Registration No. 12212199
NORTHERN INDUSTRIES UK 1 LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 15 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2021
10,000
(138,425)
(128,425)
Year ended 30 June 2022:
Loss and total comprehensive income for the year
-
(393,409)
(393,409)
Balance at 30 June 2022
10,000
(531,834)
(521,834)
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
120,377
120,377
Balance at 30 June 2023
10,000
(411,457)
(401,457)
NORTHERN INDUSTRIES UK 1 LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 July 2021
10,000
40,754
50,754
Year ended 30 June 2022:
Profit and total comprehensive income for the year
-
118,504
118,504
Balance at 30 June 2022
10,000
159,258
169,258
Year ended 30 June 2023:
Loss and total comprehensive income for the year
-
(179,793)
(179,793)
Balance at 30 June 2023
10,000
(20,535)
(10,535)
NORTHERN INDUSTRIES UK 1 LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
1,443,184
2,709,985
Interest paid
(727,705)
(438,897)
Income taxes paid
(7,682)
-
Net cash inflow from operating activities
707,797
2,271,088
Investing activities
Purchase of tangible fixed assets
(122,363)
(113,223)
Proceeds on disposal of tangible fixed assets
20,478
-
Purchase of subsidiaries
-
(4,622,716)
Interest received
450
41
Net cash used in investing activities
(101,435)
(4,735,898)
Financing activities
Proceeds from invoice discounting facility
606,544
2,288,247
Repayment of borrowings
(28,593)
-
Proceeds of new bank loans
330,472
1,385,000
Repayment of bank loans
(2,185,254)
(639,890)
Payment of finance leases obligations
(118,356)
(74,665)
Net cash (used in)/generated from financing activities
(1,395,187)
2,958,692
Net (decrease)/increase in cash and cash equivalents
(788,825)
493,882
Cash and cash equivalents at beginning of year
1,056,449
562,567
Cash and cash equivalents at end of year
267,624
1,056,449
NORTHERN INDUSTRIES UK 1 LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
- 18 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
30
(1,585,916)
411,216
Interest paid
(236,965)
-
0
Net cash (outflow)/inflow from operating activities
(1,822,881)
411,216
Investing activities
Proceeds on disposal of subsidiaries
-
0
(411,216)
Net cash used in investing activities
-
(411,216)
Financing activities
Repayment of borrowings
1,822,881
-
Net cash generated from/(used in) financing activities
1,822,881
-
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 19 -
1
Accounting policies
Company information

Northern Industries UK 1 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

 

The group consists of Northern Industries UK 1 Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Northern Industries UK 1 Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 June 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 20 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

These financial statements are prepared on the going concern basis. The director has a reasonable expectation that the group will continue in operational existence for the foreseeable future. However, the director is aware of certain material uncertainties which may cause doubt on the group's ability to continue as a going concern.

 

The group is currently in a net liability position and has made losses before tax for the current period and previous two periods. The group currently has loans and borrowings outstanding of £5,826,080. Of these loans, £1,822,881 is owed to the groups parent company, Northern Industries A/S.

 

Although the group has reported a loss before tax, EBITDA of £1,525,144 has been generated in the period, and the director expects that the growth of the group will continue over the next 12- 24 months, strengthening the groups overall position.

 

The board of Directors of the groups Danish parent company has signed an agreement to purchase the shares of a Swedish shell company, in a reverse takeover deal which would allow the group to be listed on the Spotlight Stock Exchange and which would in such a case allow significant funds to be raised from this venture which would help support the UK subsidiaries. Notwithstanding the above the Director is exploring multiple possible scenarios for further funding for the group which could also include potential financial support from shareholders or other means of attracting external capital into the group. The director is confident that a financing solution will be achieved.

 

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 21 -
1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
Straight line over 10 years
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 22 -
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
5-33.3% Straight line / 10-15% Reducing balance
Fixtures and fittings
10-33.3% Straight line / 15% Reducing balance
Computers
10%-33.3% Straight line
Motor vehicles
25% Reducing balance
Office equipment
33% Reducing balance
Tooling
10% Reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 23 -

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 24 -
1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 25 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 26 -
1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 27 -
1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.20
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.21
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 28 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful lives of tangiable fixed assets

The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of assets. The useful economic lives and residual values are re-assessed annually.

They are amended when necessary to reflect current estimates, based on technological advancement, economic utilisation and the physical condition of the assets.

Stock valuation

The estimated selling price is reviewed for each individual stock item and the directors assess the need for any specific provisions depending on the market conditions or condition of the individual stock item.

Work in progress valuation

The carrying value of work in progress is reviewed for each individual item in order to ensure the carrying value is not in excess of the items net realisable value at any given stage in the production process. Directors assess the need for any specific provisions depending on market conditions and the condition and stage of completion of each item included in work in progress.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Steelway core division
9,627,234
8,072,886
Fencing
1,941,890
1,948,350
Access covers
6,645,665
5,990,918
Security products
2,032,297
799,314
Laser cutting
9,951,613
3,924,133
Scrap metal sales
249,611
-
Other
136,111
82,101
30,584,421
20,817,702
2023
2022
£
£
Turnover analysed by geographical market
UK
30,545,464
20,785,879
Europe
38,957
31,823
30,584,421
20,817,702
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
3
Turnover and other revenue
(Continued)
- 29 -
2023
2022
£
£
Other significant revenue
Interest income
450
41
Grants received
-
79,616
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
36,618
-
Research and development costs
19,840
22,944
Government grants
-
(79,616)
Depreciation of owned tangible fixed assets
426,332
270,016
Loss on disposal of tangible fixed assets
11,494
1,850
Amortisation of intangible assets
492,405
626,168
Operating lease charges
568,195
378,316
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
21,587
16,375
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
264
245
1
1
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
6
Employees
(Continued)
- 30 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
9,181,411
6,607,385
-
0
-
0
Social security costs
890,020
624,211
-
-
Pension costs
260,291
168,918
-
0
-
0
10,331,722
7,400,514
-
0
-
0
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
450
24
Interest receivable from group companies
-
0
17
Total income
450
41

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
450
41
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
222,585
232,349
Interest on invoice finance arrangements
176,620
27,809
Other interest on financial liabilities
241,965
131,373
641,170
391,531
Other finance costs:
Interest on finance leases and hire purchase contracts
83,373
10,683
Other interest
3,162
36,683
Total finance costs
727,705
438,897
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 31 -
9
Amounts written off investments
2023
2022
£
£
Amounts written back to financial liabilities
100,000
-
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
206,020
64,283
Adjustments in respect of prior periods
(288,382)
-
0
Total current tax
(82,362)
64,283
Deferred tax
Origination and reversal of timing differences
(70,356)
(23,022)
Total tax (credit)/charge
(152,718)
41,261

The rate of UK corporation tax increased from 19% to 25% from 1st April 2023.

The effective rate of tax for the period has been calculated as 20.5% based on 9 months of profits chargeable at 19% and 3 months chargeable at 25%.

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
10
Taxation
(Continued)
- 32 -

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(32,341)
(352,148)
Expected tax credit based on the standard rate of corporation tax in the UK of 20.50% (2022: 19.00%)
(6,630)
(66,908)
Tax effect of expenses that are not deductible in determining taxable profit
168,917
98,201
Tax effect of income not taxable in determining taxable profit
5,402
-
0
Unutilised tax losses carried forward
56,176
32,990
Permenant capital allowances in excess of depreciation
(70,356)
-
0
Brought forward tax losses utilised
(17,845)
-
0
Deferred tax not recognised
-
0
(23,022)
R&D tax credits in respect of prior years
(288,382)
-
0
Taxation (credit)/charge
(152,718)
41,261
11
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 July 2022 and 30 June 2023
4,813,173
45,000
4,858,173
Amortisation and impairment
At 1 July 2022
848,981
31,500
880,481
Amortisation charged for the year
487,905
4,500
492,405
At 30 June 2023
1,336,886
36,000
1,372,886
Carrying amount
At 30 June 2023
3,476,287
9,000
3,485,287
At 30 June 2022
3,964,192
13,500
3,977,692
The company had no intangible fixed assets at 30 June 2023 or 30 June 2022.
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 33 -
12
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Office equipment
Tooling
Total
£
£
£
£
£
£
£
Cost
At 1 July 2022
4,782,723
205,122
485,523
500,072
23,165
271,636
6,268,241
Additions
25,256
43,198
-
0
49,332
4,577
-
0
122,363
Disposals
(47,201)
(7,636)
(3,296)
(32,610)
-
0
-
0
(90,743)
At 30 June 2023
4,760,778
240,684
482,227
516,794
27,742
271,636
6,299,861
Depreciation and impairment
At 1 July 2022
2,469,556
126,185
463,514
435,830
5,776
6,327
3,507,188
Depreciation charged in the year
340,719
36,715
588
17,954
5,051
25,305
426,332
Eliminated in respect of disposals
(28,176)
(6,612)
(1,526)
(22,457)
-
0
-
0
(58,771)
At 30 June 2023
2,782,099
156,288
462,576
431,327
10,827
31,632
3,874,749
Carrying amount
At 30 June 2023
1,978,679
84,396
19,651
85,467
16,915
240,004
2,425,112
At 30 June 2022
2,313,167
78,937
22,009
64,242
17,389
265,309
2,761,053
The company had no tangible fixed assets at 30 June 2023 or 30 June 2022.
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
12
Tangible fixed assets
(Continued)
- 34 -

Tangible Assets with a Net Book Value of £1,474,214 (2022: £1,643,410) at 30 June 2023 are secured against the group's Hire Purchase obligations.

13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
411,317
411,317
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2022 and 30 June 2023
411,317
Carrying amount
At 30 June 2023
411,317
At 30 June 2022
411,317
14
Subsidiaries

Details of the company's subsidiaries at 30 June 2023 are as follows:

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
14
Subsidiaries
(Continued)
- 35 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
JHT Group Holdings Limited
Unit B2 Hobson Industrial Estate, Burnhopefield, Newcastle Upon Tyne, NE16 6A
Ordinary
100.00
JHT Fabrications Limited
Unit B2 Hobson Industrial Estate, Burnhopefield, Newcastle Upon Tyne, NE16 6EA
Ordinary
100.00
Steelway Group Holdings Limited
Queensgate Works, Bilston Road, Wolverhampton, West Midlands, WV2 2NJ
Ordinary
100.00
Steelway Group Limited
Queensgate Works, Bilston Road, Wolverhampton, West Midlands, WV2 2NJ
Ordinary
100.00
Steelway Holdings Limited
Queensgate Works, Bilston Road, Wolverhampton, West Midlands, WV2 2NJ
Ordniary
100.00
Steelway Fensecure Limited
Queensgate Works, Bilston Road, Wolverhampton, West Midlands, WV2 2NJ
Ordinary
100.00
Steelway Limited
Queensgate Works, Bilston Road, Wolverhampton, West Midlands, WV2 2NJ
Ordinary
100.00
CEL Sheet Metal (Holdings) Limited
12 Bessemer Court Hownsgill Industrial Park, Knitsely Lane, Consett, Co. Durham, England, DH8 7BL
Ordinary
100.00
CEL Sheet Metal Limited
Unit C6-C7, Stafford Park 11, Telford, Shropshire, England, TF3 3AY
Ordinary
100.00
Matt Page Installations Limited
The Cattle Sheds Edwards Green Farm, Brickendon Lane, Brickendon, Hertfordshire, England, SG13 8NT
Ordinary
100.00

The following subsidiaries were exempt from audit under section 479A of the companies act;

 

JHT Group Holdings Limited, Steelway Group Holdings Limited, Steelway Group Limited, Steelway Holdings Limited, Steelway Limited, CEL Sheet Metal (Holdings) Limited and Matt Page Installations Limited.

15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
800,427
906,104
-
-
Work in progress
426,821
634,662
-
-
Finished goods and goods for resale
82,305
70,648
-
0
-
0
1,309,553
1,611,414
-
-
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 36 -
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,200,945
6,109,959
(1)
-
0
Other debtors
2,713
18,085
2,172
412,438
Prepayments and accrued income
367,938
328,642
-
0
-
0
6,571,596
6,456,686
2,171
412,438
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
1,986,268
1,200,000
Total debtors
6,571,596
6,456,686
1,988,439
1,612,438
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
19
789,668
736,847
-
0
-
0
Obligations under finance leases
20
151,010
129,445
-
0
-
0
Other borrowings
19
3,403,591
2,288,247
508,800
-
0
Trade creditors
3,979,194
4,640,436
-
0
-
0
Amounts owed to group undertakings
170,465
167,530
170,464
167,530
Corporation tax payable
206,020
296,064
-
0
-
0
Other taxation and social security
822,735
799,012
-
-
Deferred income
22
-
0
8,698
-
0
-
0
Other creditors
896,434
1,244,018
411,216
411,216
Accruals and deferred income
899,213
623,733
5,730
75,751
11,318,330
10,934,030
1,096,210
654,497

£355,000 of the amount in other creditors relates to deferred consideration due to the sellers from the purchase of CEL Sheet Metal Limited.

 

£130,000 of the amount in other creditors relates to deferred consideration due to the sellers from the purchase of Steelway Group Limited.

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 37 -
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
318,740
2,226,343
-
0
-
0
Obligations under finance leases
20
440,221
580,142
-
0
-
0
Other borrowings
19
1,314,081
-
0
1,314,081
-
0
Other creditors
670,000
2,175,000
-
0
1,200,000
2,743,042
4,981,485
1,314,081
1,200,000

£350,000 of the amount in other creditors relates to deferred consideration due to the sellers from the purchase of CEL Sheet Metal Limited which is not yet payable.

 

£320,000 of the amount in other creditors relates to deferred consideration due to the sellers from the purchase of Steelway Group Limited which is not yet payable.

19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
1,108,408
2,963,190
-
0
-
0
Loans from group undertakings
1,822,881
-
0
1,822,881
-
0
Invoice discounting
2,894,791
2,288,247
-
0
-
0
5,826,080
5,251,437
1,822,881
-
Payable within one year
4,193,259
3,025,094
508,800
-
0
Payable after one year
1,632,821
2,226,343
1,314,081
-
0
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
19
Loans and overdrafts
(Continued)
- 38 -

The group has the following bank loans:

 

A loan was entered into by Steelway Group Holdings Limited in December 2020 with a lending company, Triple Point. The loan is to be repaid in equal quarterly instalments over 48 months on which interest is paid at a rate of 8.25%, repayable by December 2024. The loan is secured by way of a fixed and floating charge over the assets and investments held by Steelway Group Holdings Limited and group companies Steelway Fensecure Limited, Steelway Access Covers Limited, Steelway Group Limited, JHT Fabrications Limited and JHT Group Holdings Limited.

 

A loan was entered into by CEL Sheet Metal Limited in March 2022 with a lending company Close Brothers. The loan is to be repaid in equal monthly instalments over 36 months on which interest is paid at a rate of 6% over the bank of England base rate, repayable by March 2025. the loan is secured by way of a floating charge over the assets and investments held by CEL Sheet Metal Limited.

 

A loan was entered into by Steelway Fensecure Limited in March 2023, with Cynergi Finance. The loan is to be repaid in equal monthly instalments over 5 years on which interest is paid at a rate of 35%. The loan is to be fully repaid by March 2028. The loan is secured by way of a fixed charge over the plant and equipment owned by Steelway Fensecure Limited.

 

Loans from group undertakings

 

An arrangement was entered into by Northern Industries UK 1 Limited in July 2022, with Northern Industries A/S, its ultimate parent company. The loan is subject to interest which accrues daily at a rate of 10%, an inflation adjustment is also chargeable on the loan annually based on the movement in the Net Price Index published by Statistics Denmark. If payments are defaulted on the loan interest rate rises to 17.55%.

The loan was granted in Danish Kroner and is therefore exposed to movements in the DKK to GPB exchange rate. This loan is fully repayable by 5 July 2031.

Invoice discounting

 

Invoice discounting arrangements have been entered into by the CEL Sheet Metal Limited and Steelway Fensecure Limited. The invoice discounting balances are secured against each company's trade debtors and by fixed and floating charges over each company's assets.

20
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
156,980
128,418
-
0
-
0
In two to five years
434,251
581,169
-
0
-
0
591,231
709,587
-
-
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
20
Finance lease obligations
(Continued)
- 39 -

A hire purchase agreement was entered into by CEL Sheet Metal Limited in March 2022 with a lending company Close Brothers. The agreement is to be repaid in equal monthly instalments over 60 months on which interest is paid at a rate of 20.2%, repayable by March 2027. the loan is secured on the assets to which it relates.

 

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
429,891
502,603
Tax losses
(30,634)
(32,990)
399,257
469,613
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 July 2022
469,613
-
Credit to profit or loss
(70,356)
-
Liability at 30 June 2023
399,257
-

 

22
Deferred income
Group
Company
2023
2022
2023
2022
£
£
£
£
Other deferred income
-
8,698
-
-
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 40 -
23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
260,291
168,918

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
10,000
10,000
10,000
10,000
25
Financial commitments, guarantees and contingent liabilities

Steelway Group Holdings Limited holds a loan due to Triple Point. The loan is secured via a debenture with Steelway Group Holdings Limited, Steelway Fensecure Limited, Steelway Access Covers Limited, Steelway Group Limited, JHT Fabrications Limited and JHT Group Holdings Limited. The lender has a fixed and floating charge over investments and the assets held by the entities.

26
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
487,236
461,090
-
-
Between two and five years
681,759
784,119
-
-
In over five years
63,108
112,693
-
-
1,232,103
1,357,902
-
-
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 41 -
27
Events after the reporting date

On 25 July 2023 the board of directors of Northern Industries A/S, the parent company of Northern Industries UK 1 Limited, signed a share purchase agreement in which the shares of Northern Industries A/S will be purchased by a Swedish company and in turn the existing shareholders of Northern Industries A/S will purchase 90% of the shares in the Swedish company.

Northern Industries A/S has committed to costs of 600,000 DKK in respect of the above deal.

28
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
284,223
237,961
Other information

During the year JHT Fabrications Limited leased a property from J Thompson and L Jackson at a rental amounting to £36,996 (2022: £36,996), which is charged on normal commercial terms. In addition, J Thompson and L Jackson were paid £50,167 (2022: £49,000) in consultancy fees by JHT Fabrications Limited during the year. J Thompson and L Jackson were previously shareholders of Northern Industries UK 1 Limited and JHT Fabrications Limited.

 

During the year, YMS Investments 1 ApS, a company controlled by Mr Yusufa Sey, was paid £30,328 (2022: £nil) by Steelway Fensecure Limited and £nil (2022: £48,577) by JHT Fabrications Limited in respect of consultancy and project management fees. Mr Yusufa Sey is a director and shareholder of Northern Industries UK 1 Limited.

 

Northern Industries UK 1 Limited operate management agreements with Northern Industries A/S, the ultimate parent company of Northern Industries UK 1 Limited. During the year £30,837 (2022: £nil) was paid by JHT Fabrications Limited, £56,628 (2022: £nil) by Steelway Fensecure Limited and £64,500 (2022: £nil) by CEL Sheet Metal Limited to Northern Industries A/S under the management agreement on behalf of Northern Industries UK 1 Limited.

 

Northern Industries UK 1 Limited operated management agreements with Magnus Kjoller Holdings ApS, a shareholder of Northern Industries UK 1 Limited. During the year £40,004 (2022: £40,008) was paid by JHT Fabrications Limited and £61,386 (2022: £80,004) by Steelway Fensecure Limited to Magnus Kjoller Holdings ApS under the management agreement on behalf of Northern Industries UK 1 Limited. This management agreement was cancelled in January 2023 and replaced by the agreement in place with Northern Industries A/S as detailed above.

 

 

 

NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 42 -
29
Cash generated from group operations
2023
2022
£
£
Profit/(loss) for the year after tax
120,377
(393,409)
Adjustments for:
Taxation (credited)/charged
(152,718)
41,261
Finance costs
727,705
438,897
Investment income
(450)
(41)
Loss on disposal of tangible fixed assets
11,494
1,851
Amortisation and impairment of intangible assets
492,405
626,168
Depreciation and impairment of tangible fixed assets
426,332
270,016
Other gains and losses
(100,000)
-
Movements in working capital:
Decrease/(increase) in stocks
301,861
(464,524)
Increase in debtors
(114,910)
(964,800)
(Decrease)/increase in creditors
(260,214)
3,177,671
Decrease in deferred income
(8,698)
(23,105)
Cash generated from operations
1,443,184
2,709,985
30
Cash (absorbed by)/generated from operations - company
2023
2022
£
£
(Loss)/profit for the year after tax
(179,793)
118,504
Adjustments for:
Finance costs
236,965
-
0
Movements in working capital:
Increase in debtors
(376,001)
(359,204)
(Decrease)/increase in creditors
(1,267,087)
651,916
Cash (absorbed by)/generated from operations
(1,585,916)
411,216
NORTHERN INDUSTRIES UK 1 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 43 -
31
Analysis of changes in net debt - group
1 July 2022
Cash flows
Other non-cash changes
Market value movements
30 June 2023
£
£
£
£
£
Cash at bank and in hand
1,056,449
(788,825)
-
-
267,624
Borrowings excluding overdrafts
(5,251,437)
(2,626,117)
100,000
1,951,474
(5,826,080)
Obligations under finance leases
(709,587)
118,356
-
-
(591,231)
(4,904,575)
(3,296,586)
100,000
1,951,474
(6,149,687)
32
Analysis of changes in net debt - company
1 July 2022
Cash flows
30 June 2023
£
£
£
Borrowings excluding overdrafts
-
(1,822,881)
(1,822,881)
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