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Registered number: 11383263









TEXO GROUP LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2023

 
TEXO GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
R C Lamb 
D G Marshall (resigned 16 August 2024)
C H Smith 
H F Smith 
G W Watt 
C R Smith (appointed 1 December 2023)
L E J Arnott (resigned 31 August 2023)
A S Conway (resigned 23 June 2023)




Registered number
11383263



Registered office
8 Stepfield

Witham

Essex

CM8 3TH




Independent auditors
Haslers
Chartered Accountants & Statutory Auditor

Old Station Road

Loughton

Essex

IG10 4PL





 
TEXO GROUP LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3
Directors' responsibilities statement
 
4
Independent auditors' report
 
5 - 8
Statement of comprehensive income
 
9
Balance sheet
 
10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 31


 
TEXO GROUP LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023

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

Principal activities
 
The principal activity of the company is that of engineering and construction services; the manufacture of fabricated metal products; the provision of modular accommodation and accommodation services to oil and gas, renewables and infrastructure sectors; fabric maintenance, inspection, access, construction and coatings services; port services and specialised access consultancy.

Business review
 
The business employed experienced individuals with proven track records to drive aggressive revenue growth in this competitive market and quickly demonstrate project delivery in the oil and gas, renewables, infrastructure and decommissioning sectors.
Texo Group Limited has achieved great impact within our target markets recording strong year on year revenue increases to approximately £47.43m in 2023, with some high-profile contract wins from rig reactivations to the manufacture of modular school buildings. A strategy of building extensive business infrastructure to deliver this top line growth has impacted profitability as expected. However, the strategy for FY2024 is that of consolidation and to continue to build upon this growth whilst improving bottom line profitability.
Within the year there were no exceptional costs that have been realised which will not affect financial performance in future periods in Texo Group Limited.
The balance sheet as at the year end shows the commitment and investment in the group’s activities and its ability to meet the business plan objectives.
Although Texo Group Limited has adopted a diverse strategy, oil price and related capital spend by operators continues to impact the market place so the company remains prudent in monitoring costs to allow the delivery of forecasted improvements in profitability. 

Principal risks and uncertainties
 
Management continually identify and monitor the key risks the company and its subsidiaries face together with assessing the controls for managing these risks.
There are a number of factors identified in this manner and these include:
Competitor pressure – The markets in which the company and its subsidiaries operate is considered competitive and therefore competitor pressure could result in losing sales to key competitors after having expended resources tendering. The company and its subsidiaries manage this risk through maintaining strong relationships, delivering quality products and services, and carrying out detailed commercial reviews on all tender submissions.
Market and general economic pressures - The company and its subsidiaries acknowledge the importance of maintaining relationships with key customers in order to identify early signs of potential financial difficulties. Oil price and trends with same are monitored for potential impact on client capital expenditure.
Liquidity risk – The company and its subsidiaries closely monitor credit terms with both customers and suppliers as the group is particularly sensitive to this whilst it establishes itself. Liquidity is achieved via a combination of private debt and equity funding.

Page 1

 
TEXO GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023

Development and performance
 
The performance achieved in the period is set out in the Statement of Comprehensive Income.
Year on year revenue for the company increased by around 144% compared to the prior period at £19.35m to £47.43m. This year saw the first full year of trading after the hive up of the other Texo Companies and seen a significant increase in turnover and profit.
The company made a profit this year and the directors are confident that results will improve more next year as the company continues to invest in a highly experienced and skilled workforce. As well as winning further contracts to build on the success of 2023.
The company in the year 2022/23, having consolidated all trading companies, has seen a significant upturn in revenue for the year through the winning of long term significant and prestigious contracts across the companies various divisions. The growth is expected to see turnover increase significantly and for the company to increase margin and profits.
The order book, backlog, going in to 2024 has yet again increased considerably to almost double what was reported going in to 2023. This equates to around half the company’s predicted turnover for 2024. With further contracts a project work secured, along with the constant scrutiny of margins and costs we see 2024 as our highest turnover and profitability to date. Giving a very strong picture for the coming years.
The company’s cashflow has now seen cash reserves and cashflow increase considerably at year end and with the winning of the work it has continued throughout 2023/24.

Other key performance indicators
 
Annual budgets incorporating seasonal trends are set to assess the level of financial performance against actual. A key performance indicator of financial success for the business is the monthly gross margin achievement for each operating department.


This report was approved by the board on 29 August 2024 and signed on its behalf.



H F Smith
Director

Page 2

 
TEXO GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023

The directors present their report and the financial statements for the year ended 30 November 2023.

Results and dividends

The profit for the year, after taxation, amounted to £79,847 (2022 - loss £5,295,973).

Directors

The directors who served during the year were:

R C Lamb 
D G Marshall (resigned 16 August 2024)
C H Smith 
H F Smith 
G W Watt 
L E J Arnott (resigned 31 August 2023)
A S Conway (resigned 23 June 2023)

Future developments

The directors consider that there are no significant future developments which require disclosure.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsHaslerswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 August 2024 and signed on its behalf.
 





H F Smith
Director

Page 3

 
TEXO GROUP LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;


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

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

Page 4

 
TEXO GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TEXO GROUP LIMITED
 

Opinion


We have audited the financial statements of TEXO Group Limited (the 'Company') for the year ended 30 November 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 November 2023 and of its profit after tax  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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 5

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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

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


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that:
•  had a direct effect on the determination of material amounts and disclosures in the financial statements.   These include but are not limited to the Companies Act 2006, GDPR, employment and Health & Safety   legislation and tax legislation, and 
•  do not have a direct effect on the financial statements but compliance with which may be fundamental to  the company’s ability to operate or to avoid a material penalty. These include operational and     employment laws and regulations including health and safety regulations, environmental regulations and   GDPR.
We obtained an understanding of how the company are complying with those legal and regulatory frameworks by making enquiries with management and those responsible for legal and compliance frameworks. We corroborated our enquiries through review of correspondence with regulatory bodies and gaining an understanding of the entity level controls of the company in respect of these areas and the controls in place to reduce opportunity for fraudulent transactions. 
We discussed among the audit engagement team including relevant internal tax specialists, regarding the opportunities and incentives, including management override of controls, that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. We also communicated the applicable laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. 
The risk of management override of controls is the area where the financial statements were most susceptible to material misstatement due to fraud. In addition, the key principal risks related to the existence of inappropriate journal entries to impact the profit for the year and management bias in accounting estimates. 

Procedures performed to address these were as follows:
• Walkthrough testing was carried out to identify and assess the design effectiveness of controls,     management have in place to prevent and detect fraud, including known of suspected instances or    non-compliance with laws and regulations and fraud, 
• Understanding how those charged with governance considered and addressed the potential for override   of controls or other inappropriate influence over the financial reporting process, 
• Using analytical procedures to identify any unusual or unexpected relationships that may indicate risks of  material misstatements due to fraud, 
 
Page 7

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


• Assessing the appropriateness of accounting estimates and challenging any significant assumptions or    judgements made by management, 
• Incorporating testing of manual journal entries that were posted throughout the year. In particular, we    focused on material journal entries, journal entries posted with unusual account combinations, journal    entries crediting revenue or cash, as well as those posted in the foreign exchange nominal. These were   scrutinised for evidence of unusual entries, 
• Selecting specific revenue transactions based on risk criteria and obtaining supporting documentation    including sales invoice to ensure revenue was appropriately recorded,  
• Reviewing specific cost of sale transactions based on risk criteria and reviewing invoice documentation   to ensure the expense was appropriately recorded, 
 
• Evaluated the business rationale of any significant transactions that are unusual or outside the normal    course of business. 
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Matthew Wells ACA (Senior statutory auditor)
for and on behalf of
Haslers
Chartered Accountants
Statutory Auditor
Old Station Road
Loughton
Essex
IG10 4PL

29 August 2024
Page 8

 
TEXO GROUP LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
47,432,061
19,353,289

Cost of sales
  
(39,039,542)
(14,695,936)

Gross profit
  
8,392,519
4,657,353

Administrative expenses
  
(8,745,894)
(10,182,710)

Other operating income
 5 
288,091
253,329

Operating loss
 6 
(65,284)
(5,272,028)

Interest receivable and similar income
 10 
-
520

Interest payable and similar expenses
 11 
(32,711)
(24,465)

Loss before tax
  
(97,995)
(5,295,973)

Tax on loss
 12 
177,842
-

Profit/(loss) for the financial year
  
79,847
(5,295,973)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 12 to 31 form part of these financial statements.

Page 9

 
TEXO GROUP LIMITED
REGISTERED NUMBER: 11383263

BALANCE SHEET
AS AT 30 NOVEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
  
133,463
131,242

Tangible assets
  
2,638,531
2,643,883

Investments
  
577,119
58,007

  
3,349,113
2,833,132

Current assets
  

Stocks
 17 
150,962
130,586

Debtors: amounts falling due within one year
 18 
23,336,792
9,998,686

Cash at bank and in hand
 19 
942,871
2,789,568

  
24,430,625
12,918,840

Creditors: amounts falling due within one year
 20 
(24,009,176)
(18,468,645)

Net current assets/(liabilities)
  
 
 
421,449
 
 
(5,549,805)

Total assets less current liabilities
  
3,770,562
(2,716,673)

Creditors: amounts falling due after more than one year
 21 
(108,059)
(200,671)

  

Net assets/(liabilities)
  
3,662,503
(2,917,344)


Capital and reserves
  

Called up share capital 
  
23,500,010
17,000,010

Profit and loss account
  
(19,837,507)
(19,917,354)

  
3,662,503
(2,917,344)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 August 2024.




H F Smith
Director

The notes on pages 12 to 31 form part of these financial statements.

Page 10

 
TEXO GROUP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 December 2022
17,000,010
(19,917,354)
(2,917,344)


Comprehensive income for the year

Profit for the year
-
79,847
79,847


Contributions by and distributions to owners

Shares issued during the year
6,500,000
-
6,500,000


At 30 November 2023
23,500,010
(19,837,507)
3,662,503



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 December 2021
17,000,010
(14,621,381)
2,378,629


Comprehensive income for the year

Loss for the year
-
(5,295,973)
(5,295,973)


At 30 November 2022
17,000,010
(19,917,354)
(2,917,344)


The notes on pages 12 to 31 form part of these financial statements.

Page 11

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

1.


General information

Texo Group is a private company, limited by shares and incorporated in England and Wales, United Kingdom, with a registration number 11383263. The address of the registered office is 8 Stepfield, Witham, Essex, CM8 3TH. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest pound sterling.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Trad Properties LLP as at 30 November 2023 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

Going concern

The directors review the business position and react accordingly, taking necessary steps where
appropriate. The directors believe that the business has sufficient prospect of trade and cash
reserves to continue to trade for a period of no less than twelve months from the approval of these
accounts.

Page 12

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.7

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 13

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.8

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.9

Research and development

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

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.12

Pensions

Defined contribution pension plan

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

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

Page 14

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.14

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.15

Tangible fixed assets

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

Page 15

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)


2.15
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. 

Depreciation is provided on the following basis:

Buildings
-
6.7% / 10% / 25% Straight line
Plant and machinery
-
6.7% / 10% / 20% Straight line
Motor vehicles
-
25% Straight line
Furniture and Equipment
-
25% Straight line
Office equipment
-
25% Straight line
Computer equipment
-
33.3% Straight line

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

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

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.17

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

 
2.18

Stocks

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

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

 
2.19

Debtors

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

Page 16

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.20

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.21

Creditors

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

 
2.22

Provisions for liabilities

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

Page 17

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)

 
2.23

Financial instruments

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 18

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

2.Accounting policies (continued)


2.23
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on the historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period which the estimate is revised, if the revision affects only that period, or in the period of revision and future periods, if the revision affects both current and future periods.
Management considers that there are no judgements that have been made in the process of applying the entity's accounting policies that have a significant effect on the financial statements. Furthermore, management considers that there are no areas of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.

Page 19

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Group recharges
687,716
170,509

Sales
46,744,345
19,182,780

47,432,061
19,353,289


All turnover arose within the United Kingdom.


5.


Other operating income

2023
2022
£
£

Research & Development credits
288,091
253,329

288,091
253,329



6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
11,209
126

Depreciation of owned tangible fixed assets
608,652
718,688

Gain on disposal of fixed assets
(23,683)
(15,850)

Other operating lease rentals
492,078
454,932


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
30,000
16,075

Page 20

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
6,391,408
5,428,639

Social security costs
724,175
600,976

Cost of defined contribution scheme
625,224
330,804

7,740,807
6,360,419


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


        2023
        2022
            No.
            No.







Directors
8
8



Staff
118
90

126
98


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
624,618
622,432

624,618
622,432


During the year retirement benefits were accruing to 29,378 directors (2022 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £130,000 (2022 - £138,750).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,750 (2022 - £9,479).

Page 21

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

10.


Interest receivable

2023
2022
£
£


Other interest receivable
-
520

-
520


11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
18,926
12,888

Finance leases and hire purchase contracts
13,785
11,577

32,711
24,465


12.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax


Tax losses carried forward
(177,842)
-

Total deferred tax
(177,842)
-


Tax on loss
(177,842)
-
Page 22

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(97,994)
(5,295,973)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23% (2022 - 19%)
(22,539)
(1,006,235)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
4,957

Capital allowances for year in excess of depreciation
-
323,786

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
-
(1,397)

Tax losses carried forward
(177,842)
-

Unrelieved tax losses carried forward
-
4,361,952

Other differences leading to an increase (decrease) in the tax charge
22,539
(3,683,063)

Total tax charge for the year
(177,842)
-

The main corporation tax rate increased from 19% to 25% with effect from 1 April 2023 with a marginal rate applicable when taxable profits are between £50,000 to £250,000. This results in the increase in tax rate shown above.


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

13.


Intangible assets




Weld procedures

£



Cost


At 1 December 2022
131,242


Additions
2,221



At 30 November 2023

133,463






Net book value



At 30 November 2023
133,463



At 30 November 2022
131,242



Page 24

 


 
TEXO GROUP LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023


14.


Tangible fixed assets






Buildings
Assets under Construction
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Office equipment
Total

£
£
£
£
£
£
£
£



Cost or valuation


At 1 December 2022
1,422,916
381,641
1,440,362
178,064
512,607
62,652
36,008
4,034,250


Additions
391,676
-
161,080
44,701
92,928
160,447
-
850,832


Disposals
-
(247,859)
(315)
-
-
-
-
(248,174)



At 30 November 2023

1,814,592
133,782
1,601,127
222,765
605,535
223,099
36,008
4,636,908



Depreciation


At 1 December 2022
231,678
-
544,427
126,987
441,688
10,099
35,488
1,390,367


Charge for the year on owned assets
110,604
-
350,459
31,547
43,770
18,527
374
555,281


Charge for the year on financed assets
23,104
-
13,750
-
-
15,876
-
52,730



At 30 November 2023

365,386
-
908,636
158,534
485,458
44,502
35,862
1,998,378



Net book value



At 30 November 2023
1,449,206
133,782
692,491
64,231
120,077
178,597
146
2,638,530



At 30 November 2022
1,191,238
381,641
895,935
51,077
70,919
52,553
520
2,643,883

Page 25

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

           14.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Buildings
1,449,206
1,191,239

1,449,206
1,191,239


15.


Fixed asset investments





Investments in subsidiary companies
Investments in associates
Total

£
£
£



Cost or valuation


At 1 December 2022
190
57,817
58,007


Additions
-
519,112
519,112



At 30 November 2023
190
576,929
577,119




Page 26

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

16.



Subsidiary undertakings



Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Texo Recruitment Limited
England
Ordinary
75%
Airport Capacity Solutions Limited
England
Ordinary
60%


Associates


The following were associates of the Company:


Name

Registered office

Class of shares

Holding

Kite Technology Limited
Scotland
Ordinary
35%
Texo Technologies
Scotland
Ordinary
40%


17.


Stocks

2023
2022
£
£

Raw materials and consumables
150,962
130,586

150,962
130,586



18.


Debtors

2023
2022
£
£


Trade debtors
8,758,105
4,375,701

Amounts owed by group undertakings
2,905,126
535,103

Amounts owed by joint ventures and associated undertakings
1,133,078
-

Other debtors
2,070,033
1,688,022

Prepayments and accrued income
607,290
476,476

Amounts recoverable on long-term contracts
7,685,318
2,923,384

Deferred taxation
177,842
-

23,336,792
9,998,686


Page 27

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

19.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
942,871
2,789,568

942,871
2,789,568



20.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
5,147,932
1,582,116

Amounts owed to group undertakings
8,422,253
10,002,253

Other taxation and social security
737,881
475,576

Obligations under finance lease and hire purchase contracts
172,057
78,998

Other creditors
3,132,482
3,125,625

Accruals and deferred income
6,396,571
3,204,077

24,009,176
18,468,645



21.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
108,059
200,671

108,059
200,671



22.


Finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
172,057
78,998

Between 1-5 years
108,059
200,671

280,116
279,669

Page 28

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

23.


Deferred taxation




2023


£






Charged to profit or loss
177,842



At end of year
177,842

The deferred tax asset is made up as follows:

2023
2022
£
£


Tax losses carried forward
177,842
-

177,842
-

Page 29

 
TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

24.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000 (2022 - 1,000) Ordinary Shares shares of £0.01 each
10
10
23,500,000 (2022 - 17,000,000) Preference shares shares of £1.00 each
23,500,000
17,000,000

23,500,010

17,000,010


An allotment of 6,500,000 preference shares of £1.00 each were issued during the year.


25.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


26.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £242,679 (2022: £330,804). Contributions totaling £47,353 (2022: £48,634) were payable to the fund at the balance sheet date and are included in creditors.


27.


Commitments under operating leases

At 30 November 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
16,494
363,731

Later than 1 year and not later than 5 years
15,265
1,154,998

Later than 5 years
-
195,102

31,759
1,713,831

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TEXO GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023

28.


Related party transactions

At year end, amounts due to key management personnel were £2,999,046 (2022: £2,999,046).
At the year end, the amount due to the parent company was  £8,422,253 (2022: £10,002,253).
At the year end, the amount due from subsidiaries was £2,076,968 (2022: £535,103).
At the year end, the amount due from entities under common control was £1,133,0784 (2022: £1,101,747).

29.


Controlling party

The company was controlled throughout the current and prior year by its immediate parent company, Gapsun Properties Limited, a company incorporated in England and Wales. 
The ultimate controlling company of Gapsun Properties is Trad Properties LLP, a limited liability partnership incorporated in England and Wales. 
Trad Properties LLP is controlled by the Trustees of Trad Scaffolding Co. Limited (H F Smith) FURBS and H F Smith is the controlling Trustee. 

 
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