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REGISTERED NUMBER: 06000337 (England and Wales)































STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023


FOR



TGW LIMITED


TGW LIMITED (REGISTERED NUMBER: 06000337)


CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023











Page



Company Information  

1



Strategic Report  

2



Report of the Directors  

7



Report of the Independent Auditors  

9



Income Statement  

13



Other Comprehensive Income  

14



Balance Sheet  

15



Statement of Changes in Equity  

16



Cash Flow Statement  

17



Notes to the Cash Flow Statement  

18



Notes to the Financial Statements

19




TGW LIMITED


COMPANY INFORMATION

FOR THE YEAR ENDED 30 JUNE 2023









DIRECTORS:

Mr N Goudie


Mr D A Hibbett


Mr S K Franklin


Mr D Crimp


Mr J Garbutt





REGISTERED OFFICE:

Falcon Court


Off Rockingham Road


Market Harborough


Leicestershire


LE16 7FY





REGISTERED NUMBER:

06000337 (England and Wales)





SENIOR STATUTORY AUDITOR:

Mark Harrison BA FCA





AUDITORS:

Mark J Rees LLP Chartered Accountants


and Statutory Auditors


Granville Hall


Granville Road


Leicester


LE1 7RU


TGW LIMITED (REGISTERED NUMBER: 06000337)


STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2023



The directors present their strategic report for the year ended 30 June 2023.


TGW Limited are a leading supplier and systems integrator of highly dynamic, automated logistics solutions for warehousing, production, picking and distribution operations. The company designs, contracts and installs a complete range of solutions, from small conveyor applications to complex, fully automated storage & retrieval systems.


Web site address www.tgw-group.com/uk


REVIEW OF BUSINESS

Revenues for the year ending 30 June 2023 have decreased in the year, as predicted, primarily as a result of delays to existing projects in backlog. The company order book backlog has significantly increased again over the last year, by 16.8%, as Order Intake has been maintained at a similar level to the previous year. This means that the business starts this new financial year in a strong position, with the expectation that revenues will increase back to their previous level. Many of the larger orders received were from repeat customers and in particular one customer with projects across several countries. Much of the order book is for long term contracts and will return revenue over numerous years.

The company continues to maintain an engineering presence in its office in Kaunas, Lithuania to access system automation engineering resource in country. This has expanded over the last year with the addition of some development engineers. This helps to maintain efficiency across the company's Northern Europe customer base.


PRINCIPAL RISKS AND UNCERTAINTIES

The business environment in which the company operates continues to be challenging. The company itself faces competition from other major international suppliers of automated systems, along with new technologies that are being introduced in the marketplace.


The 5 year plan analysed the future workload from the major customers and this has provided a good indication for the future growth of the company.


Following the departure of the UK from the EU, TGW Limited has not seen any negative impact upon business volume arising as a result. However, the level of administration required to operate within the EU has increased as foreign travellers now require additional permits and visas, dependent upon country.


Based on our current knowledge and available information, we do not expect Covid-19 to have an impact on our ability to continue as a going concern in the future.


Disruptions to global supply chains continue to have an impact upon the timing of delivery of our long term projects, however, this is mitigated through more efficient ways of working, and re-scheduling where possible. Furthermore, we have seen an impact upon our margins of the escalating inflation within the UK.


Movements in the relevant exchange rate can have a considerable impact on both its turnover and gross margin. Where customers trade in a foreign currency, the company then purchases in the same foreign currency to provide a natural hedge. The company has entered into a bank foreign exchange rate cash flow hedge to mitigate risk on the balance of the currency.


With these risks and uncertainties in mind, we are aware that any plans for the future development of the business may be subject to unforeseen events outside of our control.



TGW LIMITED (REGISTERED NUMBER: 06000337)


STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2023


SECTION 172(1) STATEMENT

The board of directors have complied with their S172 Companies Act 2006 duties during the period by initially identifying the main types of stakeholders in the business. In doing this we have considered our impact on stakeholders including our position on the environment.


One of our primary stakeholder groups is our employees.  The underlying company philosophy has always been to focus upon our employees, and put them first in a way that no other company has done before. We emphasise the importance of this through the company's drive towards learning and development. Supporting this was the global launch of the Good Habitz online learning platform as part of TGW "MINDtastic" programme, encouraging employees to learn new skills knowledge.


Brexit has not had any significant effect on business; the company has worked with its suppliers and customs agents to ensure deliveries are made without any delays crossing the border. Our employees are provided with the necessary permits and visas on a timely basis, to both travel and work within the EU.


As shown on our website, we adopt a values-based corporate culture which underpins the way we treat each other; the way we work and the way we lead. The consistent implementation of our corporate culture and values is a form of securing our long term visions and future. Additionally, we have established a core team across the business to ensure we are delivering upon our values, and that they truly "live" within the organisation.


Company meetings at board and group level reflect the importance of this approach and consider the key stakeholder groups in all major decisions made. We encourage empowerment and a freedom from fear in our team in order to work with open minds whilst always having a responsible approach with utmost respect and appreciation.



TGW LIMITED (REGISTERED NUMBER: 06000337)


STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2023


ENERGY AND EMISSIONS REPORT

TGW NE Limited is absolutely committed to reducing its impact on the environment from operations and in 2022/23 the Environmental, Health and Safety (EHS) policies were further bolstered with an increased awareness towards both physical and mental health. Additionally, TGW commits to promoting a full 'life cycle thinking approach' where we aim to consider the environment within our projects, from initial concept, right through to end of life.


TGW Ltd has again managed to achieve silver status with EcoVadis, strengthening on our position last year to be in the 78th percentile. EcoVadis is the only global provider of business sustainability ratings, with over 100,000 companies taking part across multiple industries.


Hybrid working continues to operate and run smoothly within the organisation, maintaining a healthier work-life balance, whilst combining the advantage of reducing commuting and the harmful effects from emissions on the environment.


Whilst the company launched a car benefit scheme focused towards purely electric cars last year, it was only in this year that participation has grown, with 20 employees now taking advantage of the "green" scheme. To supplement this, we invested in electric charging facilities at our main site in Market Harborough. Furthermore, we continue to see good involvement of our cycle-to-work scheme in place for the employees.


We are firmly committed to caring for and protecting the environment. TGW strives to do everything possible to minimise the environmental impact from our operations to support creation of a more sustainable world for our future generations.






2023


2022


UK energy use kWh


454,060


321,520


Associated Greenhouse gas

emissions



Tonnes COB equivalent


373


347


Intensity ratio



Emissions per head


0.8


0.9



UK energy use covers 2 offices in Market Harborough and personal car use by employees on company business.


Associated Greenhouse gases have been calculated using the Carbon Trust website (GHG Reporting Protocol - Corporate Standard).



TGW LIMITED (REGISTERED NUMBER: 06000337)


STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2023


FINANCIAL KEY PERFORMANCE INDICATORS


We consider that our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, these being revenue, gross margin, net assets and order backlog.


Order intake, year on year, has fallen by £20,155,870 (16%) to £104,520,372, however, still remains above £100million.


Year on year, the order backlog has improved substantially, from £136,060,708 to £158,957,995, and places the business on a strong foothold to grow over the coming year.


The loss for the year before taxation was £1,555,028 (2022: profit of £7,166,060).


The company's balance sheet position as at the year end is considered to be satisfactory. The net assets at the year-end fell to £9,056,982 (2022: £17,010,643). A dividend payment of £6,227,000 was made to the parent company in the year (2022: £2,300,000).


Revenue has decreased by £14,485,210 being a 15.5% decrease year on year. The main driver behind this is the delay to certain projects within our order backlog, and will correct itself in the new financial year. Gross Margin, as a % of sales, has dropped from 13.5% to 11.2% as inflationary pressures have hit the business in the last year. Also, earnings before tax, as a % of sales, reduced from 7.7% to (2.0%).


The budget for the next financial year is to return the business to a profitable position, taking advantage of the higher backlog position.




KPI


2023


2022



£000   


£000   


Order intake


104,520


124,676


Revenue


79,142


93,627


Gross profit


8,884


12,652


Gross profit % of sales


11.2%


13.5%


EBT


(1,555)


7,166


EBT % of sales


(2.0%)


7.7%


Net assets


9,057


17,011


Order backlog


158,958


136,061



NON FINANCIAL KEY PERFORMANCE INDICATORS

The company considers that the retention of staff is an excellent KPI and is pleased with how this reflects one of its core values. During the current period our retention of staff improved, rising to 87.6% (2022: 84.6%).





TGW LIMITED (REGISTERED NUMBER: 06000337)


STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2023


FUTURE ACTIVITIES

The company will continue to invest in its market and sales activities to broaden the customer base and develop global customer accounts.


ON BEHALF OF THE BOARD:






Mr S K Franklin - Director



21 July 2023


TGW LIMITED (REGISTERED NUMBER: 06000337)


REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 JUNE 2023



The directors present their report with the financial statements of the company for the year ended 30 June 2023.


DIVIDENDS

The total distribution of dividends for the year ended 30 June 2023 will be £ 6,227,000 .


DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2022 to the date of this report.


Mr N Goudie

Mr D A Hibbett

Mr S K Franklin

Mr D Crimp

Mr J Garbutt


Other changes in directors holding office are as follows:


Mr D M Jenkinson - resigned 31 December 2022


INDEMNITY INSURANCE

The company has an Indemnity Insurance policy in place for all of the directors.


OVERSEAS BRANCHES

The company has branches in Belgium, Netherlands and Lithuania.


DISABLED EMPLOYEES

The company gives full consideration to applications for employment from disabled persons where the candidate's

particular aptitudes and abilities are consistent with the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion.


Where existing employees become disabled, it is the company's policy to provide continuing employment wherever

practicable in the same or an alternative position and to provide appropriate training to achieve this aim.


EMPLOYEE INVOLVEMENT

The company operates a framework for employee information and consultation which complies with the requirements of the Information and Consultation of Employees Regulations 2004.


ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

In addition to its workforce, the Company's other key stakeholders are its customers and suppliers.  As all members of the management team work within the business this ensures regular dialogue with customers and key suppliers.  Suppliers are a critical link in the overall supply chain, providing a source of value, consistency of quality and service and an opportunity for innovation.  Engagement with customers drives alignment with their values and priorities with strategic partnerships helping to ensure business sustainability and growth.  There are regular review meetings to agree progress and develop relationships which will mutually benefit both parties.



TGW LIMITED (REGISTERED NUMBER: 06000337)


REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 JUNE 2023


STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.


Company law requires the directors to prepare financial statements for each financial year.  Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.  In preparing these financial statements, the directors are required to:


-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

state whether applicable accounting standards have been followed, subject to any material departures disclosed and

explained in the financial statements;

-

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


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


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Mark J Rees LLP Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.


ON BEHALF OF THE BOARD:






Mr S K Franklin - Director



21 July 2023


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

TGW LIMITED



Opinion

We have audited the financial statements of TGW Limited (the 'company') for the year ended 30 June 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 30 June 2023 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report.  We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern

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


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


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


Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.


Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.


Opinions on other matters prescribed by the Companies Act 2006

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

-

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

-

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


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

TGW LIMITED



Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.


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

-

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

-

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

-

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

-

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


Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page eight, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

TGW LIMITED



Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.  Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:


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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISA's (UK).


The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.


We obtained an understanding of the legal and regulatory frameworks applicable to the company and industry in which it operates through our general commercial experience.  We determined that the following laws and regulations were most significant: FRS 102, Companies Act 2006 and the relevant tax compliance regulations in the UK.  In addition, we concluded that there are certain laws and regulations that may have an effect in the determination of the amounts and disclosures in the financial statements such as health and safety and employee related matters.


We enquired of management concerning the company's policies and procedures relating to:


- the identification and compliance with laws and regulations


- the detection and response to the risks of fraud


- the internal controls inherent within the company to mitigate fraud risk and non-compliance to laws and regulations.


We enquired of management, whether they were aware of any instance of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.


We communicated relevant laws and regulations and potential areas of fraud to all audit team members including the potential for fraud in revenue recognition through the manipulation of costs incurred on contracts.  We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.


We have determined that the principal risk areas where material irregularities could occur were related to posting manual journal entries to manipulate financial performance, revenue recognition, valuation of amounts recoverable on contracts and significant one-off or unusual transactions.


Our audit procedures were designed to respond in particular to these identified risks (including non-compliance with laws and regulations and fraud).


Our audit procedures included but were not limited to:


- A review of a sample of contracts to ensure the carrying value at year end is appropriate and to identify any onerous contracts.  On open contracts as at year end, a review of cut-off to ensure costs and income are correctly recognised in accordance with appropriate accounting standards.


- A review of laws and regulations the company is subject to, followed by compliance checks and discussion with management to ensure no instances of non-compliance.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

TGW LIMITED



- Identifying and testing journal entries, on a sample basis, to review for potential management bias or manipulation of revenue recognition.


We did not identify any matters during the course of our work that indicated non-compliance with laws and regulations or relating to fraud.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.


Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.





Mark Harrison BA FCA (Senior Statutory Auditor)

for and on behalf of Mark J Rees LLP Chartered Accountants

and Statutory Auditors

Granville Hall

Granville Road

Leicester

LE1 7RU


21 July 2023


TGW LIMITED (REGISTERED NUMBER: 06000337)


INCOME STATEMENT

FOR THE YEAR ENDED 30 JUNE 2023



2023


2022


Notes

£   

£   



TURNOVER

5

79,141,620


93,626,830




Cost of sales

70,257,435


80,974,460



GROSS PROFIT

8,884,185


12,652,370




Administrative expenses

10,486,695


5,458,299



(1,602,510

)

7,194,071




Other operating income

-


3,658



OPERATING (LOSS)/PROFIT

7

(1,602,510

)

7,197,729




Interest receivable and similar income

47,482


4,589



(1,555,028

)

7,202,318




Interest payable and similar expenses

8

-


36,258



(LOSS)/PROFIT BEFORE TAXATION

(1,555,028

)

7,166,060




Tax on (loss)/profit

9

(36,971

)

1,084,620



(LOSS)/PROFIT FOR THE FINANCIAL

YEAR

(1,518,057

)

6,081,440




TGW LIMITED (REGISTERED NUMBER: 06000337)


OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2023



2023


2022


Notes

£   

£   



(LOSS)/PROFIT FOR THE YEAR

(1,518,057

)

6,081,440





OTHER COMPREHENSIVE INCOME  


Movement in cash flow hedge

257,536


(1,462,567

)


Income tax relating to other comprehensive

income

(48,932)


277,888



OTHER COMPREHENSIVE INCOME

FOR THE YEAR, NET OF INCOME TAX

208,604


(1,184,679

)


TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

(1,309,453

)

4,896,761




TGW LIMITED (REGISTERED NUMBER: 06000337)


BALANCE SHEET

30 JUNE 2023



2023

2022



Notes

£   

£   

£   

£   


FIXED ASSETS

Intangible assets

11

9,786


16,854



Tangible assets

12

3,170,819


3,374,936



3,180,605


3,391,790




CURRENT ASSETS

Debtors

13

39,633,782


36,564,956



Cash at bank and in hand

32,706,789


15,006,440



72,340,571


51,571,396



CREDITORS

Amounts falling due within one year

14

61,918,662


33,553,184



NET CURRENT ASSETS

10,421,909


18,018,212



TOTAL ASSETS LESS CURRENT

LIABILITIES

13,602,514


21,410,002




CREDITORS

Amounts falling due after more than one year

15

(4,516,008

)

(4,363,688

)



PROVISIONS FOR LIABILITIES

18

(29,524

)

(35,671

)


NET ASSETS

9,056,982


17,010,643




CAPITAL AND RESERVES

Called up share capital

19

100,000


100,000



Share premium

20

135,000


135,000



Fair value reserve

20

(487,977

)

(279,373

)


Retained earnings

20

9,309,959


17,055,016



SHAREHOLDERS' FUNDS

9,056,982


17,010,643




The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2023 and were signed on its behalf by:






Mr S K Franklin - Director



TGW LIMITED (REGISTERED NUMBER: 06000337)


STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2023



Called up


Fair



share


Retained


Share


value


Total


capital


earnings


premium


reserve


equity

£   

£   

£   

£   

£   


Balance at 1 July 2021

100,000


13,273,576


135,000


905,306


14,413,882




Changes in equity

Profit for the year

-


6,081,440


-


-


6,081,440



Other comprehensive income

-


-


-


(1,184,679

)

(1,184,679

)


Total comprehensive income

-


6,081,440


-


(1,184,679

)

4,896,761



Dividends

-


(2,300,000

)

-


-


(2,300,000

)


Balance at 30 June 2022

100,000


17,055,016


135,000


(279,373

)

17,010,643




Changes in equity

Deficit for the year

-


(1,518,057

)

-


-


(1,518,057

)


Other comprehensive income

-


-


-


(208,604

)

(208,604

)


Total comprehensive income

-


(1,518,057

)

-


(208,604

)

(1,726,661

)


Dividends

-


(6,227,000

)

-


-


(6,227,000

)


Balance at 30 June 2023

100,000


9,309,959


135,000


(487,977

)

9,056,982




TGW LIMITED (REGISTERED NUMBER: 06000337)


CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 JUNE 2023



2023


2022


Notes

£   

£   


Cash flows from operating activities

Cash generated from operations

1

24,437,449


(1,686,650

)


Interest paid

-


(36,258

)


Tax paid

(414,744

)

(2,655,816

)


Net cash from operating activities

24,022,705


(4,378,724

)



Cash flows from investing activities

Purchase of intangible fixed assets

-


(17,274

)


Purchase of tangible fixed assets

(142,838

)

(532,986

)


Interest received

47,482


4,589



Net cash from investing activities

(95,356

)

(545,671

)



Cash flows from financing activities

Equity dividends paid

(6,227,000

)

(2,300,000

)


Net cash from financing activities

(6,227,000

)

(2,300,000

)



Increase/(decrease) in cash and cash equivalents

17,700,349


(7,224,395

)


Cash and cash equivalents at beginning of

year

2

15,006,440


22,230,835




Cash and cash equivalents at end of year

2

32,706,789


15,006,440




TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 JUNE 2023



1.

RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM

OPERATIONS


2023


2022

£   

£   



(Loss)/profit before taxation

(1,555,028

)

7,166,060




Depreciation charges

347,672


295,936




Loss on disposal of fixed assets

3,559


-




Finance costs

-


36,258




Finance income

(47,482

)

(4,589

)


(1,251,279

)

7,493,665




Increase in trade and other debtors

(2,228,157

)

(8,186,476

)



Increase/(decrease) in trade and other creditors

27,916,885


(993,839

)



Cash generated from operations

24,437,449


(1,686,650

)



2.

CASH AND CASH EQUIVALENTS



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



Year ended 30 June 2023


30.6.23


1.7.22

£   

£   



Cash and cash equivalents

32,706,789


15,006,440




Year ended 30 June 2022


30.6.22


1.7.21

£   

£   



Cash and cash equivalents

15,006,440


22,230,835





3.

ANALYSIS OF CHANGES IN NET FUNDS



At 1.7.22

Cash flow

At 30.6.23

£   

£   

£   



Net cash



Cash at bank and in hand

15,006,440


17,700,349


32,706,789



15,006,440


17,700,349


32,706,789




Total

15,006,440


17,700,349


32,706,789




TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2023



1.

COMPANY INFORMATION



The principal activity of TGW Limited is the installation and maintenance of automated warehousing systems.



The company is a private limited company (registered number 06000337), which is incorporated and domiciled in the UK. The address of the registered office is Falcon Court, Market Harborough, Leicestershire, LE16 7FQ.


2.

STATUTORY INFORMATION



TGW Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.


3.

STATEMENT OF COMPLIANCE



These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.  


4.

ACCOUNTING POLICIES



Basis of preparing the financial statements


The financial statements have been prepared under the historical cost convention.



The financial statements are presented in Sterling (£).



Related party exemption


The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.



Significant judgements and estimates

There were no areas in which the preparation of the financial statements required management to make significant judgements or estimates aside from those dealt with separately below.


Turnover


Turnover comprises the fair value for the sale and installation of automated warehousing systems and the maintenance of the completed systems, excluding value added tax and represents net invoice value less rebates, returns and settlement discounts adjusted in accordance with the policy on long term contracts if applicable. The long-term contracts policy is relevant for the sale and installation of the automated warehouse systems.



Turnover on uncompleted long-term contracts is determined on the basis of the stage of completion of each contract and this is calculated by multiplying the total of the costs incurred to date as a proportion of total costs anticipated by the estimated profit percentage for that contract.



Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.


Computer software is being amortised evenly over its estimated useful life of four years.


TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



4.

ACCOUNTING POLICIES - continued



Tangible fixed assets


Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.


Freehold property

-

2% on cost of buildings


Short leasehold

-

equal instalments over the lease period


Fixtures and fittings

-    

25% on cost, 20% on cost and 10% on cost


Motor vehicles

-

20% on cost



Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.


Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.


Hire purchase and leasing commitments

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


Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.


TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



4.

ACCOUNTING POLICIES - continued



Financial instruments


Derivative financial instruments are recognised at fair value using a valuation technique with material movements being reported in a fair value reserve account on the basis of the hedges being highly effective. Any ineffective part of the hedge is immediately recognised in the profit and loss in the relevant period. Outstanding material derivatives at reporting date are included under the appropriate format heading in debtors or creditors depending on the nature of the derivative.



The company designates certain derivatives as hedging instruments in cash flow hedges.  At the inception of the hedge relationship, the entity documents the economic relationship between the hedging instrument and the hedged item, along with the risk management objectives and clear identification of the risk in the hedged item that is being hedged by the hedging instrument.  Furthermore, at the inception of the hedge the company determines and documents causes for hedge ineffectiveness.



The company has a risk management strategy in place and the foreign exchange risk arising from sales contracts in foreign currencies is hedged. As the critical terms of the forward contracts perfectly match the critical terms of the sales contract the hedges are deemed highly effective.



Hedge accounting is discontinued when the company revokes the hedging relationship, the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting.  Any gain or loss accumulated in equity at that time is reclassified to profit or loss when the hedged item is recognised in profit or loss. When a forecast transaction is no longer expected to occur, any gain or loss that was recognised within other comprehensive income is immediately reclassified to profit or loss.



Debtors


Short term debtors are measured at transaction price, less any impairment.



Loans receivable and long term debtors are measured initially at fair value, net of transaction costs, and are measured subsequently, where material, at amortised cost using the effective interest method, less any impairment.



Creditors


Short term creditors are measured at transaction price, less any impairment.



Other financial liabilities, including bank loans are measured initially at fair value, net of transaction costs, and are measured subsequently, where material, at amortised cost using the effective interest method, less any impairment.



Going concern


After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.


TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



5.

TURNOVER



The turnover and loss (2022 - profit) before taxation are attributable to the one principal activity of the company.



An analysis of turnover by geographical market is given below:



2023


2022

£   

£   



United Kingdom

34,427,575


53,414,117




Europe

32,111,969


23,147,028




Rest of the World

12,602,076


17,065,685



79,141,620


93,626,830




6.

EMPLOYEES AND DIRECTORS


2023


2022

£   

£   



Wages and salaries

24,422,571


22,855,770




Social security costs

2,775,674


2,670,217




Other pension costs

1,370,083


1,247,847



28,568,328


26,773,834





The average number of employees during the year was as follows:


2023


2022



Productive

377


368




Administrative

64


60



441


428




Total remuneration in relation to Key Management Personnel (excluding directors), included within the figures above, amounts to £117,350 (2022: £118,285).


2023


2022

£   

£   



Directors' remuneration

1,008,436


1,035,611





The number of directors to whom retirement benefits were accruing was as follows:



Money purchase schemes

6


6




TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



6.

EMPLOYEES AND DIRECTORS - continued



Information regarding the highest paid director is as follows:


2023


2022

£   

£   



Emoluments etc

267,699


273,106




7.

OPERATING (LOSS)/PROFIT



The operating loss (2022 - operating profit) is stated after charging/(crediting):



2023


2022

£   

£   



Other operating leases

449,559


337,487




Depreciation - owned assets

343,396


288,577




Loss on disposal of fixed assets

3,559


-




Computer software amortisation

7,068


7,358




Auditors remuneration

9,750


9,250




Other non- audit services

33,250


49,150




Foreign exchange differences  

616,629


(166,047

)



8.

INTEREST PAYABLE AND SIMILAR EXPENSES



2023


2022

£   

£   



Bank interest

-


36,258




9.

TAXATION



Analysis of the tax (credit)/charge


The tax (credit)/charge on the loss for the year was as follows:


2023


2022

£   

£   



Current tax:


UK corporation tax

-


1,246,186




Foreign taxation

-


124,646




Total current tax

-


1,370,832





Deferred taxation

(36,971

)

(286,212

)



Tax on (loss)/profit

(36,971

)

1,084,620




TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



9.

TAXATION - continued



Reconciliation of total tax (credit)/charge included in profit and loss


The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:



2023


2022

£   

£   



(Loss)/profit before tax

(1,555,028

)

7,166,060




(Loss)/profit multiplied by the standard rate of corporation tax in the UK of

20.500% (2022 - 19%)  

(318,781

)

1,361,551





Effects of:


Expenses not deductible for tax purposes

3,270


1,736




Income not taxable for tax purposes

(186

)

(33,744

)



Depreciation in excess of capital allowances

293,480


74,593




Double taxation relief  

-


(118,573

)




Overseas taxation  

-


124,646




Long Term Incentive Plan  

(38,080

)

(325,589

)



Tax Rate Change  

23,326


-




Total tax (credit)/charge

(36,971

)

1,084,620





Tax effects relating to effects of other comprehensive income




2023



Gross


Tax


Net


£   

£   

£   



Movement in cash flow hedge

257,536


(48,932)


208,604





2022



Gross


Tax


Net


£   

£   

£   



Movement in cash flow hedge

(1,462,567

)

277,888


(1,184,679

)



10.

DIVIDENDS


2023


2022

£   

£   



Interim

6,227,000


2,300,000




TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



11.

INTANGIBLE FIXED ASSETS


Computer


software

£   



COST


At 1 July 2022


and 30 June 2023

150,089




AMORTISATION


At 1 July 2022

133,235




Amortisation for year

7,068




At 30 June 2023

140,303




NET BOOK VALUE


At 30 June 2023

9,786




At 30 June 2022

16,854




12.

TANGIBLE FIXED ASSETS


Fixtures



Freehold


Short


and


Motor



property


leasehold


fittings


vehicles


Totals

£   

£   

£   

£   

£   



COST


At 1 July 2022

2,924,707


248,913


2,157,968


13,520


5,345,108




Additions

29,531


-


113,307


-


142,838




Disposals

-


-


(6,351

)

-


(6,351

)



At 30 June 2023

2,954,238


248,913


2,264,924


13,520


5,481,595




DEPRECIATION


At 1 July 2022

442,812


105,097


1,408,743


13,520


1,970,172




Charge for year

54,322


16,594


272,480


-


343,396




Eliminated on disposal

-


-


(2,792

)

-


(2,792

)



At 30 June 2023

497,134


121,691


1,678,431


13,520


2,310,776




NET BOOK VALUE


At 30 June 2023

2,457,104


127,222


586,493


-


3,170,819




At 30 June 2022

2,481,895


143,816


749,225


-


3,374,936





Included in cost of land and buildings is freehold land of £ 612,765 (2022 - £ 612,765 ) which is not depreciated.


TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



13.

DEBTORS

2023

2022


£   

£   



Amounts falling due within one year:


Trade debtors

8,226,215


19,078,190




Amounts owed by group undertakings

5,751,912


4,027,199




Amounts recoverable on contract

22,049,909


11,588,516




Other debtors

230,796


250,072




Fair value derivative

487,570


61,676




Taxation

668,558


253,814




VAT

881,953


-




Prepayments and accrued income

447,061


415,713



38,743,974


35,675,180





Amounts falling due after more than one year:


Deferred tax asset

889,808


889,776





Aggregate amounts

39,633,782


36,564,956





Deferred tax asset

2023

2022


£   

£   



Accelerated capital allowances

(236,154

)

(271,921

)



Short term timing differences

(3,040

)

70,775




Long term incentive scheme

1,129,002


1,090,922



889,808


889,776




14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2023

2022


£   

£   



Trade creditors

1,373,007


2,114,725




Invoiced in advance

56,496,787


22,928,544




Paye/Ni payable

20,866


676,408




VAT

-


2,039,458




Other creditors

1,040


13,787




Wages creditor

130,000


148,170




Derivative liability

475,411


434,174




Accruals and deferred income

3,421,551


5,197,918



61,918,662


33,553,184




TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE

YEAR


2023

2022


£   

£   



Accruals and deferred income

4,516,008


4,363,688




16.

LEASING AGREEMENTS



Minimum lease payments under non-cancellable operating leases fall due as follows:

2023

2022


£   

£   



Within one year

462,445


433,711




Between one and five years

1,127,815


1,294,524




In more than five years

429,490


600,160



2,019,750


2,328,395





During the year, operating lease commitments amounting to £449,559 (2022: £337,487) were recognised as an expense.


TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



17.

FINANCIAL INSTRUMENTS



The carrying value of the company's financial assets and liabilities are summarised by category below:





2023



2022



Financial assets


£   



£   




Measured at fair value and designated in an effective hedging relationship


487,570



61,676




487,570



61,676





2023



2022



Financial liabilities


£   



£   




Measured at fair value and designated in an effective hedging relationship


475,410



434,174  




475,410


434,174






The company's gains and losses in respect of financial instruments are summarised below:




2023



2022



Fair value gains and (losses)


£   



£   




On derivative financial liabilities designed in an effective hedging relationship


257,536



(1,462,567

)





Current



Non-Current




2023

2022


2023

2022





£   


£   


£   


£   




Derivatives that are designated and effective as




hedging instruments carried at fair value





Assets




Forward foreign currency contracts



488


62



-


-






Liabilities




Forward foreign currency contracts



(475

)

(434

)


-


-






Forward foreign currency contracts are valued using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts.




TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023








The following table details the forward foreign currency contracts outstanding as at the year end:



Outstanding contracts


Average contractual

exchange rate



Notional Value



Fair Value




2023


2022



2023


2022



2023


2022




rate


rate



rate


rate



rate


rate



Buy EUR




Less than 3 months


1.16


1.16



11,943,008


8,315,996



397,634


(275,697

)


3 to 6 months


1.16


1.16



11,884,890


3,905,979



155,953


32,379



6 to 9 months


1.15


1.16



8,134,642


5,686,291



80,574


(22,074

)


Over 9 months


1.14


1.17



17,104,766


6,511,568



(146,630

)

(107,106

)



487,531


(372,498

)



Buy SEK




Less than 3 months


11.5


-



574,108


-



(26,186

)

-



3 to 6 months


11.5


-



-


-



-


-



6 to 9 months


11.8


-



2,912,387


-



(272,677

)

-



Over 9 months


12.1


-



5,956,373


-



(478,966

)

-




(777,829

)

-




(290,298

)

(372,498

)



The company has entered into forward foreign currency contracts to hedge the exchange rate risk arising from anticipated future transactions, which are designated as cash flow hedges. The majority of the hedged cash flows are expected to occur and to affect the profit or loss within the next financial year.



Financial instruments profit of £257,536 (2022: losses of £1,462,567) were recognised in other comprehensive income for the year.


18.

PROVISIONS FOR LIABILITIES

2023

2022


£   

£   



Other provisions


Losses on long-term contracts

29,524


35,671




TGW LIMITED (REGISTERED NUMBER: 06000337)


NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2023



18.

PROVISIONS FOR LIABILITIES - continued



Deferred



tax


£   



Balance at 1 July 2022

(889,776

)



Movement in ACA

(35,767

)



Movement - short term timing

73,815




Movement - long term incentive

(38,080

)



Balance at 30 June 2023

(889,808

)



19.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:

Class:

Nominal

2023

2022



value:

£   

£   



100,000

Ordinary

£1

100,000


100,000




20.

RESERVES


Fair



Retained


Share


value



earnings


premium


reserve


Totals

£   

£   

£   

£   




At 1 July 2022

17,055,016


135,000


(279,373

)

16,910,643




Deficit for the year

(1,518,057

)

(1,518,057

)



Dividends

(6,227,000

)

(6,227,000

)



Cash flow hedge reserve

-


-


(208,604

)

(208,604

)



At 30 June 2023

9,309,959


135,000


(487,977

)

8,956,982




21.

PENSION COMMITMENTS


The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company within an independently administered fund. The charge for the year was £1,370,083 (2022: £1,247,847). Contributions of £1,040 (2022: £981) were unpaid at the year end.

22.

ULTIMATE PARENT COMPANY


The company's parent company and controlling party is TGW Logistics Group GmbH of Ludwig Szinicz Straße 3, 4614 Marchtrenk, Austria. TGW Logistics Group GmbH owns 100% of the shares in TGW Limited. The ultimate controlling party of the group is TGW-Future a trust founded in Austria. This owns 100% of the shares in TGW Logistics Group GmbH.