Company Registration No. 14278093 (England and Wales)
ITD Global Topco Limited
Annual report and
group financial statements
for the period ended 30 April 2023
ITD Global Topco Limited
Company information
Directors
Jonathan Mocton
Simon Rogers
(Appointed 25 August 2022)
Brian Gaunt
(Appointed 25 August 2022)
Harry Jones
(Appointed 25 August 2022)
Company number
14278093
Registered office
ITD Global
Unit A Birch Industrial state
Whittle Lane
Heywood
England
OL10 2SX
Independent auditor
Saffery LLP
Trinity
16 John Dalton Street
Manchester
M2 6HY
ITD Global Topco Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 39
ITD Global Topco Limited
Strategic report
For the period ended 30 April 2023
1

The directors present the strategic report for the period ended 30 April 2023.

Review of the business

On 25th August 2022, ITD Global Topco Limited, a newly formed entity was created to facilitate the investment from Business Growth Fund ("BGF") to further support the directors’ plans for growth.

 

The principal activity of ITD Global Topco Limited ("ITD") and its subsidiaries (the "group”) is:

 

 

 

 

 

The Income Statement is set out on page 10 and shows a loss for the year after tax of £1,128,712. The group's Statement of Financial Position is set out on page 11.

 

During FY23, the group generated an EBITDA of £2,069,847. During this time, the directors have invested in the infrastructure of its subsidiaries for growth and are pleased with the performance of the group.

 

The financial performance in the period ended 30 April 2023 was impacted by the unwind of the Covid-19 effect and a “new normal”.

 

Throughout the last 12 months, ITD has continued to offer an industry-leading customer service to its growing portfolio of clients and the directors are highly appreciative of the support and dedication of all colleagues, suppliers and customers.

 

The market place is ever changing with both opportunities and risks. The directors regularly stress test the business plan and forecasts for a number of scenarios.

 

The group remains committed to achieving customer excellence and continues to deliver significant improvements in service performance

 

Principal risks and uncertainties

The management of the business and execution of the group's strategy is subject to a number of risks. In addition to the general uncertainty of the macro-economic situation, the principal other risks to the business are:

 

 

 

ITD Global Topco Limited
Strategic report (continued)
For the period ended 30 April 2023
2
Development and performance

The UK e-commerce market continues to enjoy strong volume growth driven by the increasing shift in consumer demand for online shopping albeit the “cost of living” crisis is inevitably seeing a tightening in consumer spend.

The group continues to focus on providing excellent client and customer service and product offerings, together with winning profitable new accounts.

 

The directors recognise the current challenges and uncertainties in the e-commerce logistics industry, in the context of the increasingly positive changes taking place in the business, which are:

 

The Shareholder remains supportive of ITD and is committed to its success.

Key performance indicators

EBITDA (earnings before interest, taxation, depreciation, amortisation, exceptional items, fixed asset disposals and Government grants) is considered to be a key performance indicator for the group.

    

EBITDA for 8 months ended 30 April 2023 : £2,069,847

On behalf of the board

Jonathan Mocton
Director
7 March 2024
ITD Global Topco Limited
Directors' report
For the period ended 30 April 2023
3

The directors present their annual report and financial statements for the period ended 30 April 2023.

Principal activities

The principal activity of the company and group continued to be that of providing delivery and fulfilment services to e-commerce businesses.

Results and dividends

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

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Jonathan Mocton
Simon Rogers
(Appointed 25 August 2022)
John Browett
(Appointed 25 August 2022 and resigned 24 January 2024)
Brian Gaunt
(Appointed 25 August 2022)
Harry Jones
(Appointed 25 August 2022)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Financial instruments

Liquidity Risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of cash reserves and long-term and short-term debt finance.

Credit Risk

The group's principal financial assets are cash and trade and other receivables.

 

The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the Statement of Financial Position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

 

The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

 

Price risk

The directors consider that the group faces the usual pricing risk of any other group operating in a competitive commercial environment. The group seeks to minimise its exposure to input prices by agreeing appropriate terms with its suppliers that mitigate against changing prices over a period of time.

Auditor

Saffery LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

ITD Global Topco Limited
Directors' report (continued)
For the period ended 30 April 2023
4
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
Jonathan Mocton
Director
7 March 2024
ITD Global Topco Limited
Directors' responsibilities statement
For the period ended 30 April 2023
5

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

 

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are 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. They are 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.

ITD Global Topco Limited
Independent auditor's report
To the members of ITD Global Topco Limited
6
Opinion

We have audited the financial statements of ITD Global Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group 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 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:

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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report 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.

 

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.

ITD Global Topco Limited
Independent auditor's report (continued)
To the members of ITD Global Topco Limited
7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the 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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have 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.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

ITD Global Topco Limited
Independent auditor's report (continued)
To the members of ITD Global Topco Limited
8

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

 

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

ITD Global Topco Limited
Independent auditor's report (continued)
To the members of ITD Global Topco Limited
9

Use of our report

This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Diane Petit-Laurent FCA (Senior Statutory Auditor)
For and on behalf of Saffery LLP
7 March 2024
Chartered Accountants
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
ITD Global Topco Limited
Group statement of comprehensive income
For the period ended 30 April 2023
10
Period
ended
30 April
2023
Notes
£
Turnover
3
36,417,716
Cost of sales
(30,351,730)
Gross profit
6,065,986
Administrative expenses
(3,997,336)
Other operating income
1,197
Profit before amortisation, deprecation, interest and exceptionals
2,069,847
Amortisation
12
(2,074,462)
Depreciation
13
(123,478)
Restructuring costs
4
(165,506)
Investment costs
4
(580,200)
Operating loss
5
(873,799)
Interest receivable and similar income
9
9,219
Interest payable and similar expenses
10
(600,679)
Loss before taxation
(1,465,259)
Tax on loss
11
336,547
Loss for the financial period
(1,128,712)
Loss for the financial period is attributable to:
- Owners of the parent company
(1,184,991)
- Non-controlling interests
56,279
(1,128,712)
Total comprehensive income for the period is attributable to:
- Owners of the parent company
(1,184,991)
- Non-controlling interests
56,279
(1,128,712)
ITD Global Topco Limited
Group statement of financial position
As at 30 April 2023
11
2023
Notes
£
£
Fixed assets
Goodwill
12
24,984,113
Other intangible assets
12
1,305,380
Total intangible assets
26,289,493
Tangible assets
13
524,740
26,814,233
Current assets
Debtors
16
4,888,459
Cash at bank and in hand
3,646,141
8,534,600
Creditors: amounts falling due within one year
17
(9,073,535)
Net current liabilities
(538,935)
Total assets less current liabilities
26,275,298
Creditors: amounts falling due after more than one year
18
(7,000,000)
Provisions for liabilities
Provisions
20
290,348
Deferred tax liability
21
478
(290,826)
Net assets
18,984,472
Capital and reserves
Called up share capital
24
1,000,267
Share premium account
19,000,000
Profit and loss reserves
(1,184,991)
Equity attributable to owners of the parent company
18,815,276
Non-controlling interests
169,196
18,984,472
The financial statements were approved by the board of directors and authorised for issue on 7 March 2024 and are signed on its behalf by:
07 March 2024
Jonathan  Mocton
Director
Company Registration No. 14278093 (England and Wales)
ITD Global Topco Limited
Company statement of financial position
As at 30 April 2023
30 April 2023
12
2023
Notes
£
£
Fixed assets
Tangible assets
13
77,093
Investments
14
31,500,000
31,577,093
Current assets
Debtors
16
52,205
Cash at bank and in hand
500
52,705
Creditors: amounts falling due within one year
17
(5,881,186)
Net current liabilities
(5,828,481)
Total assets less current liabilities
25,748,612
Creditors: amounts falling due after more than one year
18
(7,000,000)
Net assets
18,748,612
Capital and reserves
Called up share capital
24
1,000,267
Share premium account
19,000,000
Profit and loss reserves
(1,251,655)
Total equity
18,748,612

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 £1,251,655.

The financial statements were approved by the board of directors and authorised for issue on 7 March 2024 and are signed on its behalf by:
07 March 2024
Jonathan  Mocton
Director
Company Registration No. 14278093 (England and Wales)
ITD Global Topco Limited
Group statement of changes in equity
For the period ended 30 April 2023
13
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 25 August 2022
-
-
0
-
0
-
-
0
-
0
Period ended 30 April 2023:
Loss and total comprehensive income
-
-
(1,184,991)
(1,184,991)
56,279
(1,128,712)
Issue of share capital
24
1,000,267
19,000,000
-
20,000,267
-
20,000,267
Acquisition of subsidiary
-
-
-
-
112,917
112,917
Balance at 30 April 2023
1,000,267
19,000,000
(1,184,991)
18,815,276
169,196
18,984,472
ITD Global Topco Limited
Company statement of changes in equity
For the period ended 30 April 2023
14
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 25 August 2022
-
0
-
0
-
0
-
Period ended 30 April 2023:
Profit and total comprehensive income
-
-
(1,251,655)
(1,251,655)
Issue of share capital
24
1,000,267
19,000,000
-
20,000,267
Balance at 30 April 2023
1,000,267
19,000,000
(1,251,655)
18,748,612
ITD Global Topco Limited
Group statement of cash flows
For the period ended 30 April 2023
15
2023
Notes
£
£
Cash flows from operating activities
Cash generated from operations
28
2,284,931
Interest paid
(679)
Income taxes paid
(101,718)
Net cash inflow/(outflow) from operating activities
2,182,534
Investing activities
Purchase of business combinations net of cash
(15,689,000)
Cash acquired on purchase of business combinations
2,712,318
Purchase of intangible assets
(460,263)
Purchase of tangible fixed assets
(105,557)
Repayment of loans
(3,110)
Interest received
9,219
Net cash used in investing activities
(13,536,393)
Financing activities
Proceeds from issue of shares
5,000,000
Proceeds from borrowings
10,000,000
Net cash generated from/(used in) financing activities
15,000,000
Net increase in cash and cash equivalents
3,646,141
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
3,646,141
ITD Global Topco Limited
Notes to the group financial statements
For the period ended 30 April 2023
16
1
Accounting policies
Company information

ITD Global Topco Limited ("the company") is a private company limited by shares incorporated in England and Wales. The registered office is Unit A Birch Industrial Estate, Whittle Lane, Heywood, England, OL10 2SX

 

The group consists of ITD Global Topco Limited and all of its subsidiaries.

1.1
Reporting period

The entity was incorporated on 25 August 2022 and the subsidiaries acquired on 25 August 2022. This is the first period of account for the group and parent, therefore comparatives are not presented.

1.2
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.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
1
Accounting policies (continued)
17
1.3
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.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company ITD Global Topco 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 April 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.

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

1.5
Going concern

Notwithstanding the net current liability position of £539,202 at 30 April 2023, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future at the time of approving the financial statements. Included in this net current liability position is £1m of borrowings due for repayment in February 2024 for which repayment has been deferred to February 2025 as part of a deed of variation of the loan note instrument subsequent to the year-end.

 

The directors have prepared forecasts for a period of at least 12 months from the date of signing the financial statements and taking account of the repayment deferral of the loan notes and reasonably possible changes in trading performance, the directors are satisfied that the group and parent can meet liabilities as they fall due during that period.

 

The directors continue to adopt the going concern basis of accounting in preparing the financial statements of the group and company.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
1
Accounting policies (continued)
18
1.6
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.

Parcel

 

Revenue is recognised when the parcel is delivered and the service has been performed.

 

Freight

 

Revenue is recognised when the service is complete which is defined as when the freight is delivered to the customer.

1.7
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.

1.8
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of subsidiary undertakings represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities 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.

1.9
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:

Software
20% straight line
Brand & Website
20% straight line
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
1
Accounting policies (continued)
19
1.10
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:

Leasehold improvements
20% straight line
Fixtures and fittings
20% reducing balance / 20% straight line
Computers
15% reducing balance
Motor vehicles
25% 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 income statement.

1.11
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.

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

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
1
Accounting policies (continued)
20
1.12
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.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, 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 statement of financial position 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, 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.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
1
Accounting policies (continued)
21
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.

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.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
1
Accounting policies (continued)
22
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 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.

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 income statement 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
1
Accounting policies (continued)
23
1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18
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.

1.19
Retirement benefits

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

1.20
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

1.21
Leases

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.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
24
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are 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.

 

Critical judgements

The following judgements have had the most significant effect on amounts recognised in the financial statements.

 

Capitalisation of development costs

Development costs of £676,958 have been capitalised in the year in relation to internally generated software. The carrying value of the development costs at 30 April 2023 is £1,275,271. Management have assessed the requirements of FRS 102 in relation to whether the costs meet the definition under the standard to be capitalised and reached the judgement that these costs are appropriately capitalised. Management have considered whether there are any impairment indicators that would require a full impairment assessment to be performed and concluded that there are no such indicators.

 

Impairment of Goodwill (group) and Investments in subsidiaries (parent)

The value of goodwill recognised by the Group at 30 April 2023 is £24,984,113. Investments in subsidiaries recognised by the parent company at 30 April 2023 is £31,500,000.

 

Under FRS 102 an impairment assessment on the carrying value of goodwill and investments is required to be performed when impairment indicators are identified. If any indication exists, an estimate of the recoverable amount of the asset is made which is determined as the higher of its fair value less costs to sell and its value in use. To assess the value in use, estimated future cash flows for the subsidiaries are discounted to their present value using a pre-tax discount rate. This requires estimation of future cash flows, the discount rate for the subsidiaries and the long term growth rate.

 

 

Accounting for a business combination

A business combination was affected during the period, relating to the formation of the ITD Global group. As part of the accounting of the business combination, management were required to assess the fair value of assets, liabilities and equity instruments acquired as part of the business combination. This fair value assessment required a fair value to be determined for the software assets included in intangible assets. Judgement was required in determining the appropriate valuation methodology for these internally generated software assets. The conclusion of this fair value assessment was that the fair value of the software assets was not materially different to the carrying value of the assets at the date of acquisition.

 

 

 

 

 

 

 

 

 

 

 

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
25
3
Turnover and other revenue
2023
£
Turnover analysed by class of business
Parcel
29,470,830
Freight
3,547,686
Fulfilment
3,399,200
36,417,716
2023
£
Turnover analysed by geographical market
United Kingdom
30,310,842
Rest of world
6,106,874
36,417,716
2023
£
Other revenue
Interest income
9,219
4
Exceptional item
2023
£
Expenditure
Restructuring costs
165,506
Investment costs
580,200
745,706

Restructuring costs relate to moving expenses and redundancy payments.

 

 

 

5
Operating loss
2023
£
Operating loss for the period is stated after charging:
Exchange losses
1,077
Depreciation of owned tangible fixed assets
123,478
Amortisation of intangible assets
2,074,462
Operating lease charges
21,850
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
26
6
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
12,000
Audit of the financial statements of the company's subsidiaries
50,600
62,600
For other services
All other non-audit services
4,700
7
Employees

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

Group
Company
2023
2023
Number
Number
Warehouse
29
Directors
4
4
Freight
3
-
Parcel
23
-
Head office
24
-
Total
83
4

Their aggregate remuneration comprised:

Group
Company
2023
2023
£
£
Wages and salaries
2,345,768
-
0
Social security costs
1,263
-
Pension costs
58,901
-
0
2,405,932
-
0
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
27
8
Directors' remuneration
2023
£
Remuneration for qualifying services
346,968
Company pension contributions to defined contribution schemes
990
347,958
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
£
Remuneration for qualifying services
152,921

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2.

 

The number of directors who were granted share options during the year amounted to 2.

9
Interest receivable and similar income
2023
£
Interest income
Interest on bank deposits
6,516
Other interest income
2,703
Total income
9,219
10
Interest payable and similar expenses
2023
£
Interest on bank overdrafts and loans
600,679
11
Taxation
2023
£
Current tax
UK corporation tax on profits for the current period
476
Adjustments in respect of prior periods
(8,402)
Total current tax
(7,926)
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
11
Taxation
2023
£ (continued)
28
Deferred tax
Origination and reversal of timing differences
(328,621)
Total tax credit
(336,547)

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

2023
£
Loss before taxation
(1,465,259)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.50%
(285,726)
Tax effect of expenses that are not deductible in determining taxable profit
163,491
Tax effect of income not taxable in determining taxable profit
160,947
Unutilised tax losses carried forward
125,975
Adjustments in respect of prior years
(39,859)
Group relief
3,782
Permanent capital allowances in excess of depreciation
(22,615)
Depreciation on assets not qualifying for tax allowances
1,601
Amortisation on assets not qualifying for tax allowances
348,175
Research and development tax credit
(164,616)
Other permanent differences
16,978
Impact of higher rate of tax on deferred tax
(71,399)
EMI relief
(573,281)
Taxation credit
(336,547)
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
29
12
Intangible fixed assets
Group
Goodwill
Software
Brand & Website
Total
£
£
£
£
Cost
Additions - separately acquired
-
0
676,958
35,840
712,798
Additions - business combinations
26,768,692
882,465
-
0
27,651,157
At 30 April 2023
26,768,692
1,559,423
35,840
28,363,955
Amortisation and impairment
Amortisation charged for the period
1,784,579
284,152
5,731
2,074,462
At 30 April 2023
1,784,579
284,152
5,731
2,074,462
Carrying amount
At 30 April 2023
24,984,113
1,275,271
30,109
26,289,493
The company had no intangible fixed assets at 30 April 2023.
13
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost
Additions
3,273
142,449
21,232
53,497
220,451
Business combinations
233,879
57,017
57,327
79,544
427,767
At 30 April 2023
237,152
199,466
78,559
133,041
648,218
Depreciation and impairment
Depreciation charged in the period
39,334
34,197
14,587
35,360
123,478
At 30 April 2023
39,334
34,197
14,587
35,360
123,478
Carrying amount
At 30 April 2023
197,818
165,269
63,972
97,681
524,740
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
13
Tangible fixed assets (continued)
30
Company
Fixtures and fittings
£
Cost
Additions
85,520
At 30 April 2023
85,520
Depreciation and impairment
Depreciation charged in the period
8,427
At 30 April 2023
8,427
Carrying amount
At 30 April 2023
77,093
14
Fixed asset investments
Group
Company
2023
2023
£
£
Unlisted investments
-
0
31,500,000
Movements in fixed asset investments
Company
Investments
£
Cost or valuation
At 25 August 2022
-
Additions
31,500,000
At 30 April 2023
31,500,000
Carrying amount
At 30 April 2023
31,500,000
15
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Interdelta Limited
1
Ordinary
100.00
-
Delta Fulfillment Services Ltd
1
Ordinary
75.00
-
Interdelta London Limited
1
Ordinary
75.00
-
Interdelta B.V
2
Ordinary
-
100.00
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
15
Subsidiaries (continued)
31

Registered office addresses (all UK unless otherwise indicated):

1
2nd Floor, Parkgates, Bury New Road, Prestwich, Manchester, M25 0TL
2
Overschiestraat 59, Amsterdam

For the financial period ended 30 April 2023, the subsidiaries Interdelta London Limited and Interdelta B.V were entitled to exemption from audit under Companies Act 2006, s.479A relating to subsidiary companies, and the members have not required the company to obtain an audit of its accounts for the year in question in accordance with Companies Act 2006, s.476.

 

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records, and for the preparation of accounts.

16
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£
£
Trade debtors
3,838,967
-
0
Corporation tax recoverable
275,644
-
0
Other debtors
114,977
39,705
Prepayments and accrued income
591,989
12,500
4,821,577
52,205
Amounts falling due after more than one year:
Deferred tax asset (note 21)
66,882
-
0
Total debtors
4,888,459
52,205
17
Creditors: amounts falling due within one year
Group
Company
2023
2023
Notes
£
£
Other borrowings
19
3,000,000
3,000,000
Trade creditors
4,317,340
-
0
Amounts owed to group undertakings
-
0
2,269,186
Corporation tax payable
693
-
0
Other taxation and social security
263,864
-
Other creditors
178,219
-
0
Accruals and deferred income
1,313,419
612,000
9,073,535
5,881,186
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
32
18
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
Notes
£
£
Other borrowings
19
7,000,000
7,000,000
19
Loans and overdrafts
Group
Company
2023
2023
£
£
Other loans
10,000,000
10,000,000
Payable within one year
3,000,000
3,000,000
Payable after one year
7,000,000
7,000,000

The long-term loans are unsecured fixed rate loan notes. Interest on the loan notes accrues on the principal amount at a fixed rate of 9% per annum and this is charged in full to the Statement of Comprehensive Income. The loan notes are amortised in full by August 2027.

 

A deed of variation was signed subsequent to the year end, extending the term of the loan to August 2028.

 

20
Provisions for liabilities
Group
Company
2023
2023
£
£
Sales credit provision
106,942
-
Dilapidation provision
55,000
-
Redundancy provision
128,406
-
290,348
-
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
20
Provisions for liabilities (continued)
33
Movements on provisions:
Sales credit provision
Dilapidation provision
Redundancy provision
Total
Group
£
£
£
£
At 25 August 2022
232,307
34,000
-
266,307
Additional provisions in the year
-
21,000
128,406
149,406
Utilisation of provision
(125,365)
-
-
(125,365)
At 30 April 2023
106,942
55,000
128,406
290,348

The sales credit provision represents management's best estimate of credits that may be due to customers.

The dilapidations provision represents management's best estimate of dilapidation costs that may be payable upon exit from business premises.

The redundancy provision relates to redundancies agreed at the year end which were subsequently paid.

21
Deferred taxation

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

Liabilities
Assets
2023
2023
Group
£
£
Accelerated capital allowances
478
(315,169)
Tax losses
-
382,051
478
66,882
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the period:
£
£
Asset at 25 August 2022
-
-
Credit to profit or loss
(66,404)
-
Asset at 30 April 2023
(66,404)
-

The deferred tax asset set out above is expected to reverse within 60 months and relates to the utilisation of tax losses against future expected profits of the same period.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
34
22
Retirement benefit schemes
2023
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
58,901

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.

23
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2023
Number
£
Outstanding at 25 August 2022
-
-
Granted
44,444
0.01
Outstanding at 30 April 2023
44,444
0.01
Exercisable at 30 April 2023
-
-

The options outstanding at 30 April 2023 had an exercise price of £0.01, and a remaining contractual life of 6 years.

24
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£
Issued and fully paid
Class A ordinary shares of £1 each
247,333
247,333
Class B ordinary shares of £1 each
2,667
2,667
Class C ordinary shares of £1 each
600,335
600,335
Class D ordinary shares of £1 each
119,665
119,665
Class E ordinary shares of £1 each
30,000
30,000
Class F ordinary shares of 1p each
26,667
267
1,026,667
1,000,267

All shares rank pari passu.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
35
25
Acquisition of a business

On 25 August 2022 the group acquired 75% of the issued capital of Interdelta London Ltd. The acquisition method of accounting was used to account for the business combination.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
3,123
-
3,123
Trade and other receivables
28,621
-
28,621
Cash and cash equivalents
108,346
-
108,346
Trade and other payables
(46,110)
-
(46,110)
Total identifiable net assets
93,980
-
93,980
Non-controlling interests
(24,400)
Goodwill
42,920
Total consideration
112,500
The consideration was satisfied by:
£
Cash
112,500
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
450,373
Profit after tax
87,804

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's products in new markets and the future operating synergies from the combination.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
25
Acquisition of a business (continued)
36

On 25 August 2022 the group acquired 100% of the issued capital of Interdelta Limited. The acquisition method of accounting was used to account for the business combination.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
1,135,000
-
1,135,000
Property, plant and equipment
496,000
-
496,000
Trade and other receivables
4,343,177
-
4,343,177
Cash and cash equivalents
2,156,000
-
2,156,000
Trade and other payables
(3,734,000)
-
(3,734,000)
Total identifiable net assets
4,396,177
-
4,396,177
Goodwill
25,603,823
Total consideration
30,000,000
The consideration was satisfied by:
£
Issue of shares
20,000,000
Cash
10,000,000
30,000,000
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
33,148,932
Profit after tax
1,411,270

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's products in new markets and the future operating synergies from the combination.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
25
Acquisition of a business (continued)
37

On 25 August 2022 the group acquired 75% of the issued capital of Delta Fulfillment Services Ltd. The acquisition method of accounting was used to account for the business combination.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
43,538
-
43,538
Trade and other receivables
851,437
-
851,437
Cash and cash equivalents
447,973
-
447,973
Trade and other payables
(891,969)
-
(891,969)
Tax liabilities
(96,910)
-
(96,910)
Total identifiable net assets
354,069
-
354,069
Non-controlling interests
(88,517)
Goodwill
1,121,948
Total consideration
1,387,500
The consideration was satisfied by:
£
Cash
1,387,500
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
3,403,315
Profit after tax
137,312

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's products in new markets and the future operating synergies from the combination.

ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
38
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
2023
£
£
Within one year
332,466
-
Between two and five years
726,088
-
1,058,554
-
27
Events after the reporting date

A rights issue was effected on 24th January 2024 to allot 500,000 C ordinary shares of £1 each in the company.

28
Cash generated from/(absorbed by) group operations
2023
£
Loss for the period after tax
(1,128,712)
Adjustments for:
Taxation credited
(336,547)
Finance costs
600,679
Investment income
(9,219)
Amortisation and impairment of intangible assets
2,074,462
Depreciation and impairment of tangible fixed assets
123,478
Increase in provisions
290,348
Movements in working capital:
Decrease in debtors
680,412
Decrease in creditors
(9,970)
Cash generated from/(absorbed by) operations
2,284,931
ITD Global Topco Limited
Notes to the group financial statements (continued)
For the period ended 30 April 2023
39
29
Analysis of changes in net debt - group
25 August 2022
Cash flows
30 April 2023
£
£
£
Cash at bank and in hand
-
3,646,141
3,646,141
Borrowings excluding overdrafts
-
(10,000,000)
(10,000,000)
-
(6,353,859)
(6,353,859)
2023-04-302022-08-25falseCCH SoftwareCCH Accounts Production 2023.300Jonathan MoctonSimon RogersJohn BrowettBrian GauntHarry Jonesfalse142780932022-08-252023-04-3014278093bus:Director12022-08-252023-04-3014278093bus:Director22022-08-252023-04-3014278093bus:Director42022-08-252023-04-3014278093bus:Director52022-08-252023-04-3014278093bus:Director32022-08-252023-04-3014278093bus:RegisteredOffice2022-08-252023-04-3014278093bus:Consolidated2023-04-30142780932023-04-3014278093bus:Consolidated2022-08-252023-04-3014278093bus:Consolidated12022-08-252023-04-3014278093core:Exceptionalbus:Consolidated12022-08-252023-04-3014278093core:Goodwillbus:Consolidated2023-04-3014278093core:OtherResidualIntangibleAssetsbus:Consolidated2023-04-3014278093core:ComputerSoftwarebus:Consolidated2023-04-3014278093core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2023-04-3014278093core:LeaseholdImprovementsbus:Consolidated2023-04-3014278093core:FurnitureFittingsbus:Consolidated2023-04-3014278093core:ComputerEquipmentbus:Consolidated2023-04-3014278093core:MotorVehiclesbus:Consolidated2023-04-3014278093core:FurnitureFittings2023-04-3014278093core:ShareCapitalbus:Consolidated2023-04-3014278093core:SharePremiumbus:Consolidated2023-04-3014278093core:ShareCapital2023-04-3014278093core:SharePremium2023-04-3014278093core:RetainedEarningsAccumulatedLosses2023-04-3014278093core:SharePremiumbus:Consolidated2022-05-0114278093core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-05-0114278093core:Non-controllingInterestsbus:Consolidated2022-05-0114278093bus:Consolidated2022-05-0114278093core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-04-3014278093core:Non-controllingInterestsbus:Consolidated2023-04-3014278093core:ShareCapital2022-05-0114278093core:SharePremium2022-05-0114278093core:RetainedEarningsAccumulatedLosses2022-05-0114278093core:ShareCapitalbus:Consolidated2022-08-252023-04-3014278093core:SharePremiumbus:Consolidated2022-08-252023-04-3014278093core:ShareCapital2022-08-252023-04-3014278093core:SharePremium2022-08-252023-04-3014278093core:Goodwill2022-08-252023-04-3014278093core:IntangibleAssetsOtherThanGoodwill2022-08-252023-04-3014278093core:ComputerSoftware2022-08-252023-04-3014278093core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-08-252023-04-3014278093core:LeaseholdImprovements2022-08-252023-04-3014278093core:FurnitureFittings2022-08-252023-04-3014278093core:ComputerEquipment2022-08-252023-04-3014278093core:MotorVehicles2022-08-252023-04-3014278093core:UKTaxbus:Consolidated2022-08-252023-04-3014278093bus:Consolidated22022-08-252023-04-3014278093bus:Consolidated32022-08-252023-04-3014278093bus:Consolidated42022-08-252023-04-3014278093core:Goodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-08-252023-04-3014278093core:ComputerSoftwarecore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-08-252023-04-3014278093core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-08-252023-04-3014278093core:ExternallyAcquiredIntangibleAssetsbus:Consolidated2022-08-252023-04-3014278093core:Goodwillbus:Consolidated2022-08-252023-04-3014278093core:ComputerSoftwarebus:Consolidated2022-08-252023-04-3014278093core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2022-08-252023-04-3014278093core:LeaseholdImprovementsbus:Consolidated2022-08-252023-04-3014278093core:FurnitureFittingsbus:Consolidated2022-08-252023-04-3014278093core:ComputerEquipmentbus:Consolidated2022-08-252023-04-3014278093core:MotorVehiclesbus:Consolidated2022-08-252023-04-3014278093core:UnlistedNon-exchangeTradedbus:Consolidated2023-04-3014278093core:UnlistedNon-exchangeTraded2023-04-3014278093core:CurrentFinancialInstruments2023-04-3014278093core:CurrentFinancialInstrumentsbus:Consolidated2023-04-3014278093core:Non-currentFinancialInstrumentsbus:Consolidated2023-04-3014278093core:Non-currentFinancialInstruments2023-04-3014278093core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-04-3014278093core:CurrentFinancialInstrumentscore:WithinOneYear2023-04-3014278093core:WithinOneYearbus:Consolidated2023-04-3014278093core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-04-3014278093core:Non-currentFinancialInstrumentscore:AfterOneYear2023-04-3014278093bus:PrivateLimitedCompanyLtd2022-08-252023-04-3014278093bus:FRS1022022-08-252023-04-3014278093bus:Audited2022-08-252023-04-3014278093bus:ConsolidatedGroupCompanyAccounts2022-08-252023-04-3014278093bus:FullAccounts2022-08-252023-04-30xbrli:purexbrli:sharesiso4217:GBP