REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
FOR |
TORPEDO FACTORY LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
FOR |
TORPEDO FACTORY LIMITED |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Statement of Profit or Loss | 10 |
Statement of Profit or Loss and Other Comprehensive Income |
11 |
Statement of Financial Position | 12 |
Statement of Changes in Equity | 14 |
Statement of Cash Flows | 15 |
Notes to the Statement of Cash Flows | 16 |
Notes to the Financial Statements | 17 |
TORPEDO FACTORY LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
6th Floor |
9 Appold Street |
London |
EC2A 2AP |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
STRATEGIC REPORT |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
The directors present their strategic report for the period 30 June 2022 to 30 September 2023, following the Company's year end changing to bring it into line with that of Aukett Swanke Group plc, the Company's new ultimate parent undertaking. |
Principal Activity |
Torpedo Factory Ltd is the subsidiary of the Group which delivers the Intelligent Environments activity. It also delivered Live Events from the start of the period under review, up to the disposal of that division on 31 March 2023. |
Review of period |
Our parent company was acquired by Aukett Swanke Group plc in March 2023, with our year end moving to 30 September, to bring into line with our ultimate parent undertaking. At a trading level, the Company had a satisfactory period under review, with a small operating profit of £7k. However, the Company took the opportunity to write off goodwill on historic acquisitions. It did this as under IFRS, revenue has to be attributable to the specific business units that gave rise to the goodwill and this was no longer practically possible. Accordingly, the goodwill write off of £634k means the Company records an accounting loss of £627k post tax. |
For Torpedo Factory Ltd the headline numbers were as follows: |
2023 - 15 months |
2022 - 12 months |
£ | £ |
Revenue | 5,746,128 | 4,319,741 |
Gross Profit | 2,920,603 | 1,906,058 |
Operating Profit | (616,121 | ) | (189,805 | ) |
Pre-Tax Profit | (626,661 | ) | (194,464 | ) |
Post-Tax Profit | (626,661 | ) | (194,464 | ) |
Cash and equivalent | 166,357 | 1,360,328 |
Net Assets | 678,598 | 1,305,259 |
Current Assets | 1,934,662 | 2,647,669 |
Current Liabilities | 1,364,043 | 2,135,674 |
Current Ratio (Liquidity) | 1.42 | 1.24 |
Significant progress was made in terms of building up more smart buildings and master systems integration (MSI) revenue with recurring revenue growing strongly off the back of new service contracts. |
Outlook |
The next financial period looks considerably stronger, and will be further enhanced by the acquisition of Vanti, as more fully described in note 25 Post balance sheet events. |
Principal Risks and Uncertainties |
The immediate parent company's mortgage was paid off in September 2024 which significantly reduces material uncertainty withing the group as this was due to expire in February 2025. |
In addition, the business is subject to more risks than it has customarily been used to dealing with inflation and wider economic uncertainty, supply chain, employment resources, geopolitical conflict, all must be considered. The business is resilient and the management team are experienced. The company is therefore confident it can continue to manage risk adequately and take appropriate mitigation steps where possible. |
Going Concern |
During the year, the Aukett Swanke Plc Group has consolidated its architectural operations to focus on the larger and more profitable key markets in the UK and Germany, significantly increased the total equity of the Group, acquired Torpedo Factory Group Limited ("TFG"), Anders + Kern U.K. Limited ("A+K"), and post year end TR Control Solutions Limited which on acquisition changed its name to ecoDriver Ltd ("ecoDriver"), diversifying its income streams into new markets and enabling the start of the Group's strategy to build its Smart Buildings offering. |
The Group continued to operate within its banking limits, and has paid each of the monthly instalments on the Coutts CBILS loan and the NatWest CBILS loan and mortgage consolidated into the Group with the TFG acquisition on time. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
STRATEGIC REPORT |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
On the 17 September 2024 the Group completed the sale of The Old Torpedo Factory freehold for £2.5m + VAT, paid off the remaining balance of the mortgage on the property, and prepaid a portion of the NatWest CBILS loan, with the balance of the cash received used to settle the Group's other outstanding debts, namely amounts owed to HMRC. |
The balance outstanding on the NatWest CBILS in September 2024 has been reduced to £417k. |
More details of the actions taken, and the results of forecasting performed by the Group (upon which the going concern assessment of the Company is dependent) in response to the global macro-economic environment are summarised in the Going Concern section of note 2. |
The Group has provided a letter of support to the Company to confirm the ongoing availability of such financial support and liquidity as is required for 12 months from the date of approval of these financial statements to enable the Company to meet its obligations as they fall due. The letter of support also confirms that balances due from the Company to the Group will not be recalled until the Company is in a position to do so without compromising its liquidity. |
In addressing any going concern issues the Directors are required to consider likely cashflows over at least a 12 month period following the date of the approval of the Financial Statements. |
The Group's forecasts, indicate that if it is generating sufficient new work to trade profitably then the Group will have sufficient funds to continue to meet its obligations as they fall due. However, given the generation of turnover is dependant on clients' decision-making and is therefore not within the control of the Group, a deterioration in trading could lead to a shortfall of cash within the next 12 months. |
In recent months, the Group raised £482,000 through the issue of new equity, and implemented an invoice discounting facility with the availability to draw up to the lower of 50% of eligible debtors or £600,000. |
The £250,000 Group overdraft facility with Coutts expires on 30 September 2024. The process to extend the facility is underway, but has not currently been completed. |
Other funding and mitigating options available to the board are discussed in note 2. |
At year-end, the Company had net assets of approximately £678k (2022: £1.305m). |
Based on forecasts prepared and reviewed for the period to 30 September 2025, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. |
However, there remains a risk that the Company may find itself as the result of generating insufficient new income, or unexpected levels of delays on project work beyond its control, requiring additional financing. |
For this reason, the Board considers it appropriate to prepare the financial statements on a going concern basis, however given the lack of certainty involved in preparing these cash flow forecasts, there is a material uncertainty which may cast significant doubt on the Group's (and consequently the Company's) ability to continue as a going concern. |
The financial statements do not include the adjustments that would result if the Group or the Parent Company was unable to continue as a going concern. |
ON BEHALF OF THE BOARD: |
30 September 2024 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
The directors present their report with the financial statements of the company for the period 30 June 2022 to 30 September 2023. |
DIVIDENDS |
No dividends will be distributed for the period ended 30 September 2023. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 30 June 2022 to the date of this report. |
Other changes in directors holding office are as follows: |
DISCLOSURE IN THE STRATEGIC REPORT |
In accordance with Section 414C(11) of the Companies Act 2006 other matters, normally included within this report, are set out in the Strategic Report. |
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 UK-adopted international accounting standards. 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; |
- | 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. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
AUDITORS |
The auditors, Moore Kingston Smith LLP, were reappointed at the Annual General Meeting on 26 April 2024. However, MAH Professional Services Ltd will be appointed to carry out the company audit for the financial year ending 30 September 2024. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TORPEDO FACTORY LIMITED |
Opinion |
We have audited the financial statements of Torpedo Factory Ltd for the period ended 30 September 2023 which comprise the Statement of Profit and Loss, the Statement of Profit and Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows, notes to the Statement of Cash flows and notes to the Financial Statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK. |
In our opinion the financial statements: |
- give a true and fair view of the state of the company's affairs as at 30 September 2023 and of its loss for the period then ended; |
- have been properly prepared in accordance with IFRSs as adopted by the UK; 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 Auditor's Responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Material uncertainty relating to going concern |
We draw attention to Note 2 to the financial statements which indicates that the Directors have assumed that the overdraft facility of £250,000 will be renewed in October 2024 whilst making their assessment of the Group's and parent Company's going concern status. Whilst there are no indications that the overdraft will not be renewed, it is not guaranteed. |
The Group's forecasts, indicate that if it is generating sufficient new work to trade profitably then The Group will have sufficient funds to continue to meet its obligations as they fall due, however given the generation of turnover is dependent on clients decision making and is therefore not within the control of the Group, a deterioration in trading could lead to a shortfall of cash within the next 12 months. |
As stated in Note 2, these conditions and the economic uncertainty which exists, indicate that a material uncertainty exists that may cause significant doubt on the Group's and parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
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. |
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 other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained in the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TORPEDO FACTORY LIMITED |
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 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 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 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TORPEDO FACTORY 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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also: |
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the group's internal control. |
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. |
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud |
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. |
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company. |
Our approach was as follows: |
- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are [the Companies Act 2006, reporting framework (International Financial Reporting Standards and IFRIC interpretations , and UK taxation legislation. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TORPEDO FACTORY LIMITED |
- We obtained an understanding of how the company complies with these requirements by discussions with management and those responsible for legal and compliance procedures and the Company Secretary. We corroborated our enquiries through our review of Board minutes. |
- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance. We have carried out procedures including a review of journal entries and a review of accounting estimates and judgements which were designed to provide reasonable assurance that the financial statements were free from fraud or errors. |
- We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations. |
- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required. Our procedures included review of minutes, journal entry testing and obtaining additional corroborative evidence as required. |
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
A further description of our responsibilities 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 for no purpose other than to draw to the attention of the company's members those matters which we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and company's members as a body, for our work, for this report, or for the opinions we have formed. |
for and on behalf of |
6th Floor |
9 Appold Street |
London |
EC2A 2AP |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
STATEMENT OF PROFIT OR LOSS |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
Notes | £ | £ |
CONTINUING OPERATIONS |
Revenue | 4 |
Cost of sales | ( |
) | ( |
) |
GROSS PROFIT |
Other operating income |
Distribution costs | ( |
) | ( |
) |
Administrative expenses | ( |
) | ( |
) |
OPERATING LOSS BEFORE EXCEPTIONAL ITEMS |
(529,067 |
) |
(189,805 |
) |
Exceptional items | 6 | ( |
) |
OPERATING LOSS | ( |
) | ( |
) |
Finance costs | 7 | (10,540 | ) | (4,659 | ) |
LOSS BEFORE INCOME TAX | 8 | ( |
) | ( |
) |
Income tax | 9 |
LOSS FOR THE PERIOD | ( |
) | ( |
) |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
£ | £ |
LOSS FOR THE PERIOD | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
( |
) |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
STATEMENT OF FINANCIAL POSITION |
30 SEPTEMBER 2023 |
30.9.23 | 29.6.22 |
Notes | £ | £ |
ASSETS |
NON-CURRENT ASSETS |
Goodwill | 10 |
Owned |
Intangible assets | 11 |
Property, plant and equipment | 12 |
Right-of-use |
Property, plant and equipment | 12, 21 |
Investments | 13 | - | - |
CURRENT ASSETS |
Inventories | 14 |
Trade and other receivables | 15 |
Cash and cash equivalents | 16 |
TOTAL ASSETS |
EQUITY |
SHAREHOLDERS' EQUITY |
Called up share capital | 17 |
Capital redemption reserve | 18 |
Retained earnings | 18 |
TOTAL EQUITY | 678,598 | 1,305,259 |
LIABILITIES |
NON-CURRENT LIABILITIES |
Financial liabilities - borrowings |
Interest bearing loans and borrowings | 20 |
CURRENT LIABILITIES |
Trade and other payables | 19 |
Financial liabilities - borrowings |
Interest bearing loans and borrowings | 20 |
TOTAL LIABILITIES |
TOTAL EQUITY AND LIABILITIES |
The financial statements were approved by the Board of Directors and authorised for issue on |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
STATEMENT OF FINANCIAL POSITION - continued |
30 SEPTEMBER 2023 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
Called up | Capital |
share | Retained | redemption | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 July 2021 |
Changes in equity |
Total comprehensive income | - | (194,464 | ) | - | (194,464 | ) |
Balance at 29 June 2022 | 455,000 | 846,859 | 3,400 | 1,305,259 |
Changes in equity |
Total comprehensive income | - | (626,661 | ) | - | (626,661 | ) |
Balance at 30 September 2023 | 455,000 | 220,198 | 3,400 | 678,598 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
STATEMENT OF CASH FLOWS |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
£ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( |
) |
Interest paid | ( |
) | ( |
) |
Lease interest paid | (9,108 | ) | (1,032 | ) |
Government grants | - | 64,916 |
Net cash from operating activities | ( |
) |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Sale of tangible fixed assets |
Net cash from investing activities | ( |
) | ( |
) |
Cash flows from financing activities |
Payment of lease liabilities | ( |
) | ( |
) |
Amount introduced by directors | - | 38,360 |
Amount withdrawn by directors | (7,801 | ) | (30,559 | ) |
Net cash from financing activities | ( |
) | ( |
) |
(Decrease)/increase in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of period |
2 |
651,121 |
Cash and cash equivalents at end of period |
2 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE STATEMENT OF CASH FLOWS |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
1. | RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
£ | £ |
Loss before income tax | ( |
) | ( |
) |
Depreciation charges |
Loss on disposal of fixed assets |
Impairment of goodwill | 633,968 | - |
Government grants | ( |
) |
Finance costs | 10,540 | 4,659 |
175,645 | (196,066 | ) |
Increase in inventories | ( |
) | ( |
) |
(Increase)/decrease in trade and other receivables | ( |
) |
(Decrease)/increase in trade and other payables | ( |
) |
Cash generated from operations | ( |
) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Period ended 30 September 2023 |
30.9.23 | 30.6.22 |
£ | £ |
Cash and cash equivalents | 166,357 | 1,360,328 |
Period ended 29 June 2022 |
29.6.22 | 1.7.21 |
£ | £ |
Cash and cash equivalents | 1,360,328 | 651,121 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
1. | STATUTORY INFORMATION |
Torpedo Factory Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
2. | ACCOUNTING POLICIES |
Basis of preparation |
Going Concern |
The Directors' assessment of going concern is based upon the going concern status of the Group headed up by Aukett Swanke Group Plc. The nature of the Group's treasury, finance and lending functions mean that cash flow is managed on a centralized basis and therefore all assessments below are made in the context of the Group as a whole. |
The Company is reliant on its Parent for financial support. The Parent entity has provided a letter of support to the Company to confirm the ongoing availability of such financial support and liquidity as is required for 12 months from the date of approval of these financial statements to enable the Company to meet its obligations as they fall due. The letter of support also confirms that balances due from the Company to the Group will not be recalled until the Company is in a position to do so without compromising its liquidity. |
The Group currently meets its day to day working capital requirements through its cash balances. It maintains an overdraft facility for additional financial flexibility and foreign currency hedging purposes. |
The Group's £250k Coutts overdraft facility was most recently extended to 30 September 2024. We have no reason not to expect that the overdraft facility would not be renewed again in October 2024, however this is not guaranteed. |
The £500k CBILS drawn in May 2021 had a duration of three years with interest at 4.05% over the Coutts base rate (currently 5.00%) in years two and three. As at 30 September 2023 the balance on the loan was £167k. The final instalment was paid on time in May 2024. |
The March 2023 acquisition of TFG provided a significant boost to Group equity. TFG had interest bearing loans and borrowings being a CBILS loan and a mortgage with NatWest. The CBILS loan was drawn in 2021 at £1.75m, the 30 September 2023 balance being £0.99m, and being repaid at £29k per month. The loan is at a fixed rate of interest at 3.66%pa. Following the sale of The Old Torpedo Factory freehold in September 2024 a prepayment was made against the CBILS balance reducing it to £417k. |
The Mortgage balance as at 30 September 2023 was £1.41m, with a variable interest at base rate + 1.93%pa. In 2024 the mortgage was extended for a further 12 month period to February 2025 with a variable rate of interest of base rate + 5.00%pa. The mortgage was secured against TFG's freehold property in London, and was fully paid off in September 2024 on completion of the sale of this property. |
Forecasts for the Group have been prepared for a period of at least 12 months following the approval of the financial statements, which comprise detailed income statements, statements of financial position and cash flow statements for each of the Group's operations. |
The Group forecasts on the basis of earnings and billings from i) secure contractual work, ii) known potential work which is deemed to have a greater than 50% chance of being undertaken and is predominantly follow on stages of currently instructed work, on which a factoring is applied; and iii) new work from known sources such as competitive tenders and submitted fee proposals, or new work to be achieved based on historical experience of market activity and timescales in which work can be converted from an enquiry to an active project which varies by territory and the service each office in the Group provides. |
The risk of rising energy prices and inflation globally continue to have macro-economic implications, and continue to have significant impact on decision making. To date we have seen some clients in specific construction sectors pause decision making on commencing and committing to future stages of development, but many developers are continuing with projects and some sectors as yet do not appear to be materially affected. Delays in clients making financial investment decisions due to economic uncertainty may result in the net earnings and cash flows of the Group not being realised if sufficient alternative work is not secured to offset delays. However, the Group's order book for the current year is stronger than a year ago. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
The Group's forecasts, indicate that if it is generating sufficient new work to trade profitably then The Group will have sufficient funds to continue to meet its obligations as they fall due, however given the generation of turnover is dependent on clients decision making and is therefore not within the control of the Group, a deterioration in trading could lead to a shortfall of cash within the next 12 months. |
In recent months, the Group raised £482,000 through the issue of new equity, and implemented an invoice discounting facility with the availability to draw up to the lower of 50% of eligible debtors or £600,000. |
Other funding or mitigating options available to the Board beyond cost cutting in the face of declining activities include: |
-the the Board believes the commercial value of its German investments is substantial in relation to the Group as a whole and if necessary could be realised by a sale for in excess of book value. |
-The Board also believes that in the invoice discounting facility may be extended to a larger limit. |
-The Group is currently paying off its liabilities in respect of state funding provided during the Covid pandemic. The CBILS loan drawn by TFG will be fully repaid by July 2026. By replacing this debt with a new facility repayable over a longer period the annual cash costs associated with this debt would fall. |
-As a company with shares listed on the London Stock Exchange there is the option to seek additional equity investment from the issue of new shares, as was demonstrated by the recent share subscription in connection with the Vanti transaction. |
Based on forecasts prepared and reviewed for the period to 30 September 2025, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. |
However, there remains a risk that the Company may find itself as the result of generating insufficient new income, or unexpected levels of delays on project work beyond its control, requiring additional financing. |
For this reason, the Board considers it appropriate to prepare the financial statements on a going concern basis. However, given the lack of certainty involved in preparing these cash flow forecasts, there is a material uncertainty which may cast significant doubt on the Group's (and consequently the Company's) ability to continue as a going concern |
For this reason, the Board considers it appropriate to prepare the financial statements on a going concern basis. |
The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern. |
Preparation of consolidated financial statements |
The financial statements contain information about Torpedo Factory Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 form the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Torpedo Factory Group Limited, 10 Bonhill Street, London, EC2A 4PE. |
New and revised accounting standards in issue but not yet effective |
The company applied for the first-time certain standards and amendments, which are effective for periods beginning on or after 1 January 2022, the effect of which have not had an impact on the financial statements of the company and, hence, have not been disclosed. |
The company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. |
The effect of new and amended Standards and interpretations which are in issue but not yet mandatorily effective is not expected to be material. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Revenue recognition |
Revenue represents net invoiced sales of goods and services excluding Value Added Tax. Revenue is recognised when the goods or services are provided, subject to the company's specific revenue recognition policy for services rendered detailed below. |
Maintenance contracts, consultancy and revenue arising from contracts for the design, supply and installation of audio visual systems to which there is a contractual commitment at the balance sheet date are treated as long term contracts. Profit on these contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Revenue is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen. |
Cash and cash equivalents |
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value. |
In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position. |
Goodwill |
Goodwill represents the excess of the cost of an acquisition over the fair value of the Company's share of the identifiable assets and liabilities of the acquired subsidiary at the date of acquisition. |
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Any impairment charge is recognised in administrative expenses within the statement of comprehensive income in the year in which it occurs. Impairment losses on goodwill are not reversed. |
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. |
Intangible assets |
In accordance with IAS 38 Intangible Assets, patents, licences and domain names acquired are capitalised as intangible assets. |
Each acquisition is assessed individually in order to determine the estimated useful life of the patents and licences. Where the patents and licences are regarded as having a limited useful life, they are amortised through the statement of comprehensive income. Where the patents and licences are considered to have an infinite useful life, they are not amortised. In such cases, annual impairment reviews are carried out in accordance with IAS 36 Impairment of Assets, by discounting estimated future cash flows from the individual patents and licences concerned, at an appropriate discount rate. The value of patents and licences is then adjusted to its recoverable amount if required. |
Property, plant and equipment |
Plant and machinery | - |
Motor vehicles | - |
Financial instruments |
Financial assets and financial liabilities are recognised on the statement of financial position when the company becomes a party to the contractual provisions of the instrument. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Inventories |
Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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. |
Leases |
The company applies IFRS 16 Leases. Accordingly leases are all accounted for in the same manner: |
- A right of use asset and lease liability is recognised on the statement of financial position, initially measured at the present value of future lease payments; |
- Depreciation of right-of-use assets and interest on lease liabilities are recognised in the statement of comprehensive income; |
- The total amount of cash paid is recognised in the statement of cash flows, split between payments of principal (within financing activities) and interest (within operating activities). |
The initial measurement of the right of use asset and lease liability takes into account the value of lease incentives such as rent free periods. |
The costs of leases of low value items and those with a short term at inception are recognised as incurred. |
An election has been made to include lease and non-lease components together as a single lease component, in-line with the practical expedient within IFRS 16. |
Employee benefit costs |
The company operates a defined contribution pension scheme. Contributions payable are charged to the profit and loss account as they fall due. |
Government grants |
Government grants are recognised when there is reasonable assurance that the entity will comply with grant conditions that the grant will be received. |
Investments |
Investments represent the cost of acquiring subsidiary companies. Investments are reviewed annually for impairment and carried at cost less accumulated impairment losses. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. |
Impairment of goodwill |
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the Company to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate the present value and no provision for impairment was made in the year. |
The carrying value of goodwill as at 30 September 2023 was £Nil (2022 - £633,968) - see Note 10. |
Impairment of investments |
Determining whether investments are impaired requires an estimation of the value in use of the cash generating units to which investments have been allocated. The value in use calculation requires the Company to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate the present value. |
Investments in subsidiaries are stated at cost less provision for any impairment and have a carrying value as at 30 September 2023 of £Nil (2022 - £Nil) - see Note 13. |
Inventories |
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable direct labour costs. When an inventory check is carried out obsolete inventories identified are written off to cost of sales. The carrying value of inventories at the year end was £209,467 (2022 - £86,230). No provision for inventories has been included in the year end accounts as it was deemed that all inventories will realise in excess of its carrying value. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
4. | REVENUE |
Disaggregation of revenue |
An analysis of revenue by type is shown below: |
2023 | 2022 |
15 months | 12 months |
£ | £ |
Meeting Environments | 4,886,446 | 3,495,340 |
Live Events | 747,539 | 674,988 |
Other | 112,143 | 149,413 |
5,746,128 | 4,319,741 |
Income is recognised when the goods or services are provided subject to the company's specific revenue recognition policy as detailed in the accounting policies. Meeting Environments income consists of installation, consultancy and maintenance income. |
An analysis of revenue by geographical split is shown below: |
2023 | 2022 |
15 months | 12 months |
£ | £ |
United Kingdom | 5,488,649 | 4,180,995 |
Continental Europe | 255,645 | 134,645 |
Rest of the World | 1,834 | 4,101 |
5,746,128 | 4,319,741 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
4. | REVENUE - continued |
Revenue from contracts with customers |
The Company has recognised the following assets and liabilities related to contracts with customers: |
2023 | 2022 |
30.09.23 | 29.06.22 |
£ | £ |
Current contract assets relating to goods and services (Note 15) | 152,837 | 498,760 |
Total contract assets | 152,837 | 498,760 |
Contract liabilities relating to goods and services (Note 19): |
Payments on account | 211,841 | 370,181 |
Deferred income on maintenance contracts | 365,258 | 240,616 |
Total contract liabilities | 577,099 | 610,797 |
Deferred income on revenue on maintenance contracts is accounted for separately to payments on account as this a monthly recurring form of revenue that contractually must be paid up front as opposed to the position the company finds itself in on a permanent installation. |
Contract assets have decreased as the Company provided lower amounts of services ahead of invoicing. |
The following table shows how much of the revenue recognised in the current reporting period relates to carried-forward contract liabilities and how much relates to performance obligations that were satisfied in a prior year: |
£ |
Total contract liabilities as at 30 June 2022 | 610,797 |
Revenue recognised that was included in the contract liability balance at the beginning of the period |
(610,797 |
) |
Cash received in advance of performance and not recognised as revenue in the period | 577,099 |
Total contract liabilities as at 30 September 2023 | 577,099 |
The Company did not recognise any revenue in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods. |
5. | EMPLOYEES AND DIRECTORS |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
5. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the period was as follows: |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
Directors | 2 | 2 |
Others | 31 | 33 |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
6. | EXCEPTIONAL ITEMS |
On 20 March 2023 the entire issued share capital of Torpedo Factory Group Ltd was acquired by Aukett Swanke Group plc. As part of this acquisition all holders of CSOP options bar one individual within Torpedo Factory Ltd waived their rights in exchange for a cash payment of £27,786 which is deemed to be an exceptional item. |
On 4 April 2023 the Live Events Business was disposed of to Conferencecast Limited for consideration of £1, this lead to a write down of assets previously on the Balance Sheet at a value of £59,268. Due to the circumstances of how this transaction arose it was classified as an exceptional item. |
7. | NET FINANCE COSTS |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
£ | £ |
Finance costs: |
Finance interest charges |
Interest on taxation | 1,371 | - |
VAT interest | 61 | 1,127 |
Leasing | 9,108 | 1,032 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
8. | LOSS BEFORE INCOME TAX |
The loss before income tax is stated after charging/(crediting): |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
£ | £ |
Cost of inventories recognised as expense |
Leases | - | 3,570 |
Depreciation - owned assets |
Depreciation - assets on finance leases |
Loss on disposal of fixed assets |
Goodwill impairment |
Auditor's remuneration | 23,000 | 11,675 |
Auditor's remuneration for |
non-audit work |
Foreign exchange differences | ( |
) |
Government grants | - | (64,916 | ) |
9. | INCOME TAX |
Analysis of tax expense |
No liability to UK corporation tax arose for the period ended 30 September 2023 nor for the period ended 29 June 2022. |
Factors affecting the tax expense |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
£ | £ |
Loss before income tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of (2022 - |
( |
) |
( |
) |
Effects of: |
Expenditure not deductible for tax purposes | 158,685 | 654 |
Capital allowances in excess of depreciation | - | (13,564 | ) |
Depreciation in excess of capital allowances | 12,524 | - |
Super deduction | (942 | ) | - |
Tax losses carried forward | - | 45,539 |
Tax losses surrendered to group | - | 4,319 |
Brought forward tax losses utilised | (13,602 | ) | - |
Tax expense |
Deferred tax assets totalling £202,105 (29 June 2022 - £229,579) have not been recognised in the financial statements as the company is not sufficiently certain that it will be able to recover these assets within a relatively short period of time. Reflected in the total deferred tax asset of £202,105 (29 June 2022 - £229,589) are tax losses carried forward of £793,215 (29 June 2022 - £1,248,096). |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
10. | GOODWILL |
£ |
COST |
At 30 June 2022 |
and 30 September 2023 |
AMORTISATION |
At 30 June 2022 |
Impairments |
At 30 September 2023 |
NET BOOK VALUE |
At 30 September 2023 |
At 29 June 2022 |
11. | INTANGIBLE ASSETS |
Domain | Customer |
names | list | Totals |
£ | £ | £ |
COST |
At 30 June 2022 |
and 30 September 2023 |
NET BOOK VALUE |
At 30 September 2023 |
At 29 June 2022 |
12. | PROPERTY, PLANT AND EQUIPMENT |
Short | Plant and | Motor |
leasehold | machinery | vehicles | Totals |
£ | £ | £ | £ |
COST |
At 30 June 2022 |
Additions |
Disposals | ( |
) | ( |
) | ( |
) |
At 30 September 2023 |
DEPRECIATION |
At 30 June 2022 |
Charge for period |
Eliminated on disposal | ( |
) | ( |
) | ( |
) |
At 30 September 2023 |
NET BOOK VALUE |
At 30 September 2023 |
At 29 June 2022 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
13. | INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 30 June 2022 |
and 30 September 2023 | 692,681 |
PROVISIONS |
At 30 June 2022 |
and 30 September 2023 | 692,681 |
NET BOOK VALUE |
At 30 September 2023 | - |
At 29 June 2022 | - |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Registered office: The Old Torpedo Factory, St. Leonards Road, London, England, NW10 6ST |
Nature of business: |
% |
Class of shares: | holding |
30.9.23 | 29.6.22 |
£ | £ |
Aggregate capital and reserves |
Registered office: The Old Torpedo Factory, St. Leonards Road, London, England, NW10 6ST |
Nature of business: |
% |
Class of shares: | holding |
30.9.23 | 29.6.22 |
£ | £ |
Aggregate capital and reserves |
14. | INVENTORIES |
30.9.23 | 29.6.22 |
£ | £ |
Goods for resale |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
15. | TRADE AND OTHER RECEIVABLES |
30.9.23 | 29.6.22 |
£ | £ |
Current: |
Trade debtors |
Amounts owed by group undertakings |
Amounts recoverable on |
contracts/contract assets |
Other debtors | - | 1,350 |
VAT |
Prepayments and accrued income | 89,642 | 163,331 |
Impairment allowances |
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. |
The Company engages with clients who are creditworthy, liquid developers. Whilst the specific terms each contract the Company engages in may be different, certain common characteristics can be applied. |
Provisions on bad and doubtful debts in the Company have been immaterial in the historical period reviewed in order to establish the expected loss rate at 30 September 2023. Company generally builds up advances for contract work recognised as a credit to the balance sheet which reduces the impact of potential bad debts. Amounts due for contract work not yet billed are generally not material. No loss allowance provision has been made for trade receivables and contracts assets owed to the Company. |
16. | CASH AND CASH EQUIVALENTS |
30.9.23 | 29.6.22 |
£ | £ |
Cash in hand |
Bank accounts |
17. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.9.23 | 29.6.22 |
value: | £ | £ |
Ordinary shares | £1 | 455,000 | 455,000 |
Fully paid ordinary shares carry one vote per share and carry rights to dividends. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
18. | RESERVES |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£ | £ | £ |
At 30 June 2022 |
Deficit for the period | ( |
) | - | ( |
) |
At 30 September 2023 | 223,598 |
19. | TRADE AND OTHER PAYABLES |
30.9.23 | 29.6.22 |
£ | £ |
Current: |
Payments on account/ |
contract liabilities |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
Other creditors |
Accruals and deferred |
income (contract liabilities) |
Directors' current accounts | - | 7,801 |
VAT | 128,108 | - |
Included in accruals and deferred income is income deferred on maintenance contracts of £365,258 (30 June 2022 - £240,616). |
20. | FINANCIAL LIABILITIES - BORROWINGS |
30.9.23 | 29.6.22 |
£ | £ |
Current: |
Leases (see note 21) | 35,178 | 22,285 |
Non-current: |
Leases (see note 21) | 86,101 | 90,699 |
Terms and debt repayment schedule |
1 year or |
less | 1-2 years | 2-5 years | Totals |
£ | £ | £ | £ |
Leases | 35,178 | 36,536 | 49,565 | 121,279 |
Finance leases and hire purchase agreements typically have a three year term and bear interest fixed at the time of commitment. The obligations under finance leases are secured by the lessor's title to the leased asset. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
21. | LEASING |
Right-of-use assets |
Property, plant and equipment |
30.9.23 | 29.6.22 |
£ | £ |
COST |
At 30 June 2022 | 120,961 | - |
Additions | 48,263 | 120,961 |
169,224 | 120,961 |
DEPRECIATION |
At 30 June 2022 | 5,626 | - |
Charge for year | 41,372 | 5,626 |
46,998 | 5,626 |
NET BOOK VALUE | 122,226 | 115,335 |
Other leases |
Period | Period |
30.6.22 | 1.7.21 |
to | to |
30.9.23 | 29.6.22 |
£ | £ |
Short-term leases | - | 3,570 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
21. | LEASING - continued |
Lease liabilities |
Minimum lease payments fall due as follows: |
30.9.23 | 29.6.22 |
£ | £ |
Gross obligations repayable: |
Within one year | 41,491 | 27,859 |
Between one and five years | 92,675 | 100,236 |
134,166 | 128,095 |
Finance charges repayable: |
Within one year | 6,313 | 5,574 |
Between one and five years | 6,574 | 9,537 |
12,887 | 15,111 |
Net obligations repayable: |
Within one year | 35,178 | 22,285 |
Between one and five years | 86,101 | 90,699 |
121,279 | 112,984 |
22. | ULTIMATE PARENT COMPANY |
The immediate parent company and ultimate parent company until 20 March 2023 was Torpedo Factory Group Limited, a company registered in England and Wales. Copies of the group accounts can be obtained from Companies House, Cardiff. |
Registered office and principal place of business: |
10 Bonhill Street |
London |
EC2A 4PE |
As from 20 March 2023, Aukett Swanke Group PLC became the ultimate parent company, by virtue of its acquisition of the entire issued share capital of Torpedo Factory Group Limited. Copies of the group accounts can be obtained from Companies House, Cardiff. |
Registered office and principal place of business: |
10 Bonhill Street |
London |
EC2A 4PE |
23. | CONTINGENT LIABILITIES |
On the 5 February 2018 the Company signed an unlimited cross guarantee, supported by an existing debenture, with National Westminster Bank plc, for liabilities arising in Torpedo Factory Group Limited. The contingent liability at 30 September 2023 was £2,402,775 (29 June 2022 - £2,512,705) being the outstanding balance on the mortgage facility and the CBILS loan. The mortgage was paid in full in September 2024 along with a 35% payment against the CBILS balance reducing it to £417k. |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
24. | RELATED PARTY DISCLOSURES |
During the year, the company had the following transactions with its parent company and fellow subsidiaries: |
30.09.23 | 29.06.22 |
£ | £ |
Rent charge and other recharges by Torpedo Factory Group Limited |
Parent company |
360,000 |
288,000 |
Balance due (to)/from Torpedo Factory Group Limited | Parent company | 840,206 | (403,633 | ) |
Balance due to Foresight Audio Visual Limited | Subsidiary | 15,085 | 15,085 |
Sales and other recharges to TFG Stage Technology Limited, including management charges |
Fellow subsidiary of parent company |
201,495 |
121,911 |
Purchases and other recharges by TFG Stage Technology Limited |
Fellow subsidiary of parent company |
55,415 |
38,815 |
Balance due from TFG Stage Technology Limited |
Fellow subsidiary of parent company |
18,680 |
4,212 |
Balance due to Pinnerton Video Systems Limited | Subsidiary | 104 | 104 |
TORPEDO FACTORY LIMITED (REGISTERED NUMBER: 00650255) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023 |
25. | EVENTS AFTER THE REPORTING PERIOD |
On 17 September 2024 the property owned by Torpedo Factory Group Limited was sold at a value of £2.5m with a mortgage balance of £1.42m being satisfied from the proceeds. A further payment of £235k was also made against the CBILS loan within Torpedo Factory Group Limited reducing the liability to £417k. This created additional cash within the group and took away the cost burden of an underutilised asset. |
Torpedo Factory Ltd have entered into a combined invoice finance agreement alongside its sister company TFG Stage Technology Limited with Bibby Factors Limited on 29 June 2024. This allows the two companies to collectively borrow up to £600k against work carried out for UK projects for non-associated companies, which will assist with working capital over busy periods. The immediate parent company's mortgage was paid off in September 2024 which significantly reduces material uncertainty within the group as this was due to expire in February 2025. |
On 20 March 2024 the Company acquired certain assets from the liquidator of RTS Technology Solutions Limited which formerly traded as Vanti ("RTS"). RTS was a master systems integrator, and a developer of building operating system software and Kahu workplace technology software and hardware. The acquisition is an important step in the Company's strategy to develop as a Master Systems Integrator, and for the Group to expand its range of smart building software. |
The financial effects of this transaction have not been recognised at 30 September 2023. The acquisition will affect the assets, liabilities, and financial performance of Torpedo Factory Ltd from 20 March 2024. |
Provisional |
£ |
Property, plant and equipment | 20,000 |
Other intangible assets | 66,003 |
Inventories | 1,000 |
Total net assets | 87,003 |
At the date of authorisation of these financial statements a detailed assessment of the fair value of the identifiable net assets has not been completed. |
Fair value of consideration paid |
Consideration for the acquisition comprises £37,003 in cash which was payable on completion, and contingent deferred consideration of up to £50,000 in cash payable over a period of up to 18 months. |
£ |
Cash | 37,003 |
Deferred consideration | 50,000 |
Total expected acquisition cost | 87,003 |
Whilst fair value assessments have not been completed, it is not expected that any goodwill will be recognised. |