IRIS Accounts Productionv24.3.0.55303298917Board of DirectorsBoard of Directors30.9.2330.6.2230.9.2330.9.23a technical services business operating in Stage technology, Meeting Environments and Live Events.truetruefalsetruetruefalsefalsefalsefalsefalsefalseFair value modelOrdinary0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh032989172022-06-29032989172023-09-30032989172022-06-302023-09-30032989172021-06-30032989172021-07-012022-06-29032989172022-06-2903298917ns15:EnglandWales2022-06-302023-09-3003298917ns14:PoundSterling2022-06-302023-09-3003298917ns10:Director12022-06-302023-09-3003298917ns10:Director22022-06-302023-09-3003298917ns10:Consolidated2023-09-3003298917ns10:ConsolidatedGroupCompanyAccounts2022-06-302023-09-3003298917ns10:PrivateLimitedCompanyLtd2022-06-302023-09-3003298917ns10:FullIFRSns10:Consolidated2022-06-302023-09-3003298917ns10:Auditedns10:Consolidated2022-06-302023-09-3003298917ns10:SmallCompaniesRegimeForDirectorsReport2022-06-302023-09-3003298917ns10:ResidualCompaniesActDisclosuresWithIFRS2022-06-302023-09-3003298917ns10:Consolidatedns10:ResidualCompaniesActDisclosuresWithIFRS2022-06-302023-09-3003298917ns10:FullAccounts2022-06-302023-09-300329891712022-06-302023-09-300329891712022-06-302023-09-3003298917ns10:OrdinaryShareClass12022-06-302023-09-3003298917ns10:Consolidated2022-06-302023-09-3003298917ns10:CompanySecretary12022-06-302023-09-3003298917ns10:RegisteredOffice2022-06-302023-09-3003298917ns10:Director32022-06-302023-09-3003298917ns10:Director42022-06-302023-09-3003298917ns10:Consolidated2021-07-012022-06-2903298917ns5:NetGoodwill2023-09-3003298917ns5:NetGoodwill2022-06-2903298917ns5:Non-currentFinancialInstruments2023-09-3003298917ns5:Non-currentFinancialInstruments2022-06-2903298917ns5:CurrentFinancialInstruments2023-09-3003298917ns5:CurrentFinancialInstruments2022-06-2903298917ns5:ShareCapital2023-09-3003298917ns5:ShareCapital2022-06-2903298917ns5:SharePremium2023-09-3003298917ns5:SharePremium2022-06-2903298917ns5:RevaluationReserve2023-09-3003298917ns5:RevaluationReserve2022-06-2903298917ns5:RetainedEarningsAccumulatedLosses2023-09-3003298917ns5:RetainedEarningsAccumulatedLosses2022-06-2903298917ns5:InterestBearingFinancialInstrumentsns5:CurrentFinancialInstruments2023-09-3003298917ns5:InterestBearingFinancialInstrumentsns5:CurrentFinancialInstruments2022-06-2903298917ns5:ShareCapital2021-06-3003298917ns5:RetainedEarningsAccumulatedLosses2021-06-3003298917ns5:SharePremium2021-06-3003298917ns5:RevaluationReserve2021-06-3003298917ns5:RetainedEarningsAccumulatedLosses2021-07-012022-06-2903298917ns5:RevaluationReserve2021-07-012022-06-2903298917ns5:RetainedEarningsAccumulatedLosses2022-06-302023-09-3003298917ns5:RevaluationReserve2022-06-302023-09-3003298917ns5:NetGoodwill2022-06-302023-09-3003298917ns5:PatentsTrademarksLicencesConcessionsSimilar2022-06-302023-09-3003298917ns5:Goodwill2022-06-2903298917ns5:Goodwill2023-09-3003298917ns5:Goodwill2022-06-2903298917ns5:ComputerSoftware2022-06-2903298917ns5:ComputerSoftware2023-09-3003298917ns5:ComputerSoftware2022-06-2903298917ns5:LeaseholdImprovements2022-06-302023-09-3003298917ns5:LeaseholdImprovements2023-09-3003298917ns10:OrdinaryShareClass12023-09-3003298917ns5:RetainedEarningsAccumulatedLosses2022-06-2903298917ns5:SharePremium2022-06-2903298917ns5:RevaluationReserve2022-06-2903298917ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-09-3003298917ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-06-2903298917ns5:AllPeriodsns5:CurrentFinancialInstruments2023-09-3003298917ns5:BetweenOneTwoYears2023-09-3003298917ns5:BetweenTwoFiveYears2023-09-30

REGISTERED NUMBER: 03298917 (England and Wales)
















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023

FOR


TORPEDO FACTORY GROUP LIMITED


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)








CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023





Page




Company Information  

1




Group Strategic Report  

2




Report of the Directors  

5




Report of the Independent Auditors  

7




Consolidated Statement of Profit or Loss  

11




Consolidated Statement of Profit or Loss and Other

Comprehensive Income

12




Consolidated Statement of Financial Position  

13




Company Statement of Financial Position  

15




Consolidated Statement of Changes in Equity  

17




Company Statement of Changes in Equity  

18




Consolidated Statement of Cash Flows  

19




Notes to the Consolidated Statement of Cash Flows

20




Notes to the Consolidated Financial Statements

21





TORPEDO FACTORY GROUP LIMITED



COMPANY INFORMATION

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023









DIRECTORS:

N Clark


F W Jenner FCCA







SECRETARY:

F W Jenner FCCA







REGISTERED OFFICE:

10 Bonhill Street


London


EC2A 4PE







REGISTERED NUMBER:

03298917 (England and Wales)







AUDITORS:

Moore Kingston Smith LLP


6th Floor


9 Appold Street


London


EC2A 2AP


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



GROUP 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 ("ASG"), the Company's new ultimate parent undertaking.


Principal Activity

Torpedo Factory Group Ltd is the subsidiary of ASG which has traditionally been utilised as a holding company. The two key subsidiaries that sit directly under the company are Torpedo Factory Ltd and TFG Stage Technology Ltd who operate in intelligent environments and smart venues. As noted in last year's Report and Accounts, during the period under review the entire issued share capital of the Company was acquired by ASG in exchange for 40% of ASG's enlarged share capital. ASG's shares are traded on the AIM market of the London Stock Exchange under the AUK ticker. Regulatory announcements about ASG and its businesses are released via the Regulatory News Service.


Review of period

The 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 the date of this report, the Company is an intermediate holding company, being a wholly owned subsidiary of ASG, and the parent company of Torpedo Factory Ltd and TFG Stage Technology Ltd. During this period the company owned freehold of its site in West London. The property was underutilised and had been marketed for sale for an extended period of time to fit in with group strategic plans. We're pleased to say as of 17 September 2024 the property was sold for £2.5m eliminating substantial Group debts to help remove uncertainty in future trading.


For Torpedo Factory Group Ltd the consolidated headline numbers were as follows:



2023 - 15

months


2022 - 12

months


    


   


                                                                                              £                              £

Revenue


10,843,104


7,684,278


Gross Profit


5,086,823


3,168,652


Operating Profit


286,301


449,769


Pre-Tax Profit


12,359


269,748


Post-Tax Profit


(392,947

)

242,796


Cash and equivalent


375,314


1,985,396


Net Assets


2,101,109


2,494,056


Current Assets


2,883,965


4,023,133


Current Liabilities


3,658,555


3,112,431


Current Ratio (Liquidity)


0.79


1.29



It should be noted that in the previous financial period the majority of the mortgage in the accounts was accounted for as a non-current liability. At the date of the approval of these accounts this liability has been paid off in full due to the sale of the West London property the mortgage was associated with.


Outlook

The next financial period looks stronger with revenues coming from more of a recurring basis along with acquisition of Vanti in the Torpedo Factory Ltd subsidiary.


Principal Risks and Uncertainties

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.


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.








TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



GROUP STRATEGIC REPORT

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023



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.


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 Group's £250k Coutts overdraft facility expired on the 30 September 2024 and has recently been extended to 31 March 2025.


Other funding and mitigating options available to the board are discussed in note 2.


At year-end, the Group had net assets of approximately £2.101m (2022: £2.494m).


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.





TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



GROUP STRATEGIC REPORT

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023






ON BEHALF OF THE BOARD:






N Clark - Director



7 October 2024


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



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 and the group for the period 30 June 2022 to 30 September 2023.


DIVIDENDS

No dividend was paid or proposed 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.


N Clark

F W Jenner FCCA


Other changes in directors holding office are as follows:


J-D Papworth - resigned 3 April 2023

K G McCullagh - resigned 20 March 2023


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 Group 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 the group and of the profit or loss of the group for that period.  In preparing these financial statements, the directors are required to:


-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

state that the financial statements comply with IFRS;

-

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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



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:






F W Jenner FCCA - Director



7 October 2024


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

TORPEDO FACTORY GROUP LIMITED


Opinion

We have audited the financial statements of Torpedo Factory Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2023 which comprise primary statements such as the Consolidated Statement of Profit and Loss, the Consolidated Statement of Profit and Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, notes to the Consolidated Statement of Cash flows and notes to the Consolidated Financial Statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International accounting standards (IFRSs) as adopted by the UK .

In our opinion:

- the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 September 2023 and of the group's profit for the period then ended;
- the financial statements have been properly prepared in accordance with IFRSs as adopted by the UK;
- the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the UK and as applied in accordance with the provisions of th Companies Act 2006; and
- the financial statements 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 group 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 beyond April 2025 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.


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

TORPEDO FACTORY GROUP LIMITED



Other information

The other information comprises the information included in the Group Strategic Report and the Report of Directors, but does not include the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.


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


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 Group 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 Group 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 group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


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


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

- the parent company 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 5, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent 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 GROUP 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 group's or the parent 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.


- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.


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.







REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

TORPEDO FACTORY GROUP LIMITED


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


- We obtained an understanding of how the group and parent 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. 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.





Jamie Sherman (Senior Statutory Auditor)

for and on behalf of Moore Kingston Smith LLP

6th Floor

9 Appold Street

London

EC2A 2AP


21 October 2024


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



CONSOLIDATED 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

10,843,104


7,684,278




Cost of sales

(5,756,281

)

(4,515,626

)


GROSS PROFIT

5,086,823


3,168,652




Other operating income

138,208


204,079



Distribution costs

(335,265

)

(251,238

)


Administrative expenses

(4,470,528

)

(3,321,284

)


OPERATING PROFIT/(LOSS) BEFORE

EXCEPTIONAL ITEMS

419,238


(199,791

)



Exceptional items

6

(132,937

)

649,560



OPERATING PROFIT

286,301


449,769




Finance costs

7

(273,946

)

(193,125

)



Finance income

7

4


13,104



PROFIT BEFORE INCOME TAX

8

12,359


269,748




Income tax

9

33,444


15,639



PROFIT FOR THE PERIOD

45,803


285,387



Profit attributable to:

Owners of the parent

45,803


285,387




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



CONSOLIDATED 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

£   

£   



PROFIT FOR THE PERIOD

45,803


285,387




OTHER COMPREHENSIVE INCOME  


Items that will not be reclassified to profit or loss:

Deferred tax movement on revaluation

146,250


-



Revaluation of investment property

(585,000

)

-



Change in rate of deferred tax

-


(42,591

)


Income tax relating to items that will not be reclassified to

profit or loss

-


-



OTHER COMPREHENSIVE INCOME

FOR THE PERIOD, NET OF INCOME

TAX

(438,750

)

(42,591

)


TOTAL COMPREHENSIVE INCOME

FOR THE PERIOD

(392,947

)

242,796




Total comprehensive income attributable to:

Owners of the parent

(392,947

)

242,796




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 SEPTEMBER 2023



30.9.23


29.6.22


Notes

£   

£   


ASSETS

NON-CURRENT ASSETS

Goodwill

11

679,182


679,182



Owned


Intangible assets

12

68,296


85,022




Property, plant and equipment

13

2,570,783


3,193,103




Investment property

14

-


-



Right-of-use


Property, plant and equipment

13, 23

286,515


115,334



Investments

15

89,470


266,181



Deferred tax

24

27,630


-



3,721,876


4,338,822



CURRENT ASSETS

Inventories

16

294,649


220,131



Trade and other receivables

17

2,214,002


1,817,606



Cash and cash equivalents

18

375,314


1,985,396



2,883,965


4,023,133



TOTAL ASSETS

6,605,841


8,361,955



EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

19

140,289


140,289



Share premium

20

227,488


227,488



Revaluation reserve

20

906,638


1,345,388



Retained earnings

20

826,694


780,891



TOTAL EQUITY

2,101,109


2,494,056



LIABILITIES

NON-CURRENT LIABILITIES

Financial liabilities - borrowings



Interest bearing loans and borrowings

22

846,177


2,603,404



Deferred tax

24

-


152,064



846,177


2,755,468



CURRENT LIABILITIES

Trade and other payables

21

1,818,879


2,672,012



Financial liabilities - borrowings



Bank overdrafts

22

2,015


-




Interest bearing loans and borrowings

22

1,837,661


440,419



3,658,555


3,112,431



TOTAL LIABILITIES

4,504,732


5,867,899



TOTAL EQUITY AND LIABILITIES

6,605,841


8,361,955






TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



CONSOLIDATED STATEMENT OF FINANCIAL POSITION - continued

30 SEPTEMBER 2023


The financial statements were approved by the Board of Directors and authorised for issue on 7 October 2024 and were signed on its behalf by:





F W Jenner FCCA - Director




N Clark - Director



TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



COMPANY STATEMENT OF FINANCIAL POSITION

30 SEPTEMBER 2023



30.9.23


29.6.22


Notes

£   

£   


ASSETS

NON-CURRENT ASSETS

Goodwill

11

-


-



Owned


Intangible assets

12

12,923


12,923




Property, plant and equipment

13

38,607


-




Investment property

14

2,435,000


3,020,000



Right-of-use

Investments

15

733,481


910,192



Trade and other receivables

17

-


250,000



Deferred tax

24

31,030


-



3,251,041


4,193,115



CURRENT ASSETS

Trade and other receivables

17

1,400,436


1,342,421



Cash and cash equivalents

18

-


105,436



1,400,436


1,447,857



TOTAL ASSETS

4,651,477


5,640,972



EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

19

140,289


140,289



Share premium

20

227,488


227,488



Revaluation reserve

20

606,447


1,045,197



Retained earnings

20

192,282


679,792



TOTAL EQUITY

1,166,506


2,092,766



LIABILITIES

NON-CURRENT LIABILITIES

Financial liabilities - borrowings



Interest bearing loans and borrowings

22

641,654


2,512,705



Deferred tax

24

-


138,864



641,654


2,651,569



CURRENT LIABILITIES

Trade and other payables

21

1,080,181


478,503



Financial liabilities - borrowings



Bank overdrafts

22

2,015


-




Interest bearing loans and borrowings

22

1,761,121


418,134



2,843,317


896,637



TOTAL LIABILITIES

3,484,971


3,548,206



TOTAL EQUITY AND LIABILITIES

4,651,477


5,640,972





TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



COMPANY STATEMENT OF FINANCIAL POSITION - continued

30 SEPTEMBER 2023




The financial statements were approved by the Board of Directors and authorised for issue on 7 October 2024 and were signed on its behalf by:





F W Jenner FCCA - Director




N Clark - Director



TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023



Called up



share


Retained


Share


Revaluation


Total


capital


earnings


premium


reserve


equity

£   

£   

£   

£   

£   


Balance at 1 July 2021

140,289


503,402


227,488


1,380,081


2,251,260




Changes in equity

Total comprehensive income

-


285,387


-


(42,591

)

242,796



Transfer

-


(7,898

)

-


7,898


-



Balance at 29 June 2022

140,289


780,891


227,488


1,345,388


2,494,056




Changes in equity

Total comprehensive income

-


45,803


-


(438,750

)

(392,947

)


Balance at 30 September 2023

140,289


826,694


227,488


906,638


2,101,109




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023



Called up



share


Retained


Share


Revaluation


Total


capital


earnings


premium


reserve


equity

£   

£   

£   

£   

£   


Balance at 1 July 2021

140,289


221,928


227,488


1,079,890


1,669,595




Changes in equity

Total comprehensive income

-


423,171


-


-


423,171



Transfer

-


34,693


-


(34,693

)

-



Balance at 29 June 2022

140,289


679,792


227,488


1,045,197


2,092,766




Changes in equity

Total comprehensive income

-


(926,260

)

-


-


(926,260

)


Transfer

-


438,750


-


(438,750

)

-



Balance at 30 September 2023

140,289


192,282


227,488


606,447


1,166,506




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



CONSOLIDATED 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

(782,601

)

457,868



Interest paid

(154,919

)

(95,805

)


Lease interest paid

(22,041

)

(1,032

)


Finance costs paid

(2,417

)

(4,144

)


Government grants

2,000


134,434



Net cash from operating activities

(959,978

)

491,321




Cash flows from investing activities

Purchase of tangible fixed assets

(109,742

)

(105,880

)


Purchase of fixed asset investments

(60,725

)

(386,740

)


Sale of tangible fixed assets

5,426


5,928



Sale of fixed asset investments

142,867


258,034



Sale of shares in associate

-


649,560



Interest received

4


13,104



Net cash from investing activities

(22,170

)

434,006




Cash flows from financing activities

Capital repaid on loans

(622,430

)

(403,872

)


Amount introduced by directors

63


6



Repayments on director's loan

(7,582

)

-



Loan repayments received

-


349,437



Net cash from financing activities

(629,949

)

(54,429

)



(Decrease)/increase in cash and cash equivalents

(1,612,097

)

870,898



Cash and cash equivalents at beginning of

period

2

1,985,396


1,114,498




Cash and cash equivalents at end of

period

2

373,299


1,985,396




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


1.

RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM

OPERATIONS



Period


Period


30.6.22


1.7.21


to


to


30.9.23


29.6.22

£   

£   



Profit before income tax

12,359


269,748




Depreciation charges

190,797


96,258




Loss/(profit) on disposal of fixed assets

58,830


(805

)



Profit on disposal of subsidiary

(6,271

)

-




Sale of shares in associate

-


(649,560

)



Government grants

(2,000

)

(139,523

)



Finance costs

273,946


193,125




Finance income

(4

)

(13,104

)


527,657


(243,861

)



Increase in inventories

(74,518

)

(105,908

)



Increase in trade and other receivables

(396,459

)

(488,478

)



(Decrease)/increase in trade and other payables

(839,281

)

1,296,115




Cash generated from operations

(782,601

)

457,868




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

375,314


1,985,396




Bank overdrafts

(2,015

)

-



373,299


1,985,396




Period ended 29 June 2022


29.6.22


1.7.21

£   

£   



Cash and cash equivalents

1,985,396


1,114,498




3.

RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES




30.6.22


Cash Flows


Non-cash

changes


New leases


30.09.23




£   


£   


£   


£   


£   




Long-term borrowings


2,512,705


-


(1,871,051

)

-


641,654




Short-term borrowings


418,134


(526,049

)

1,871,051


-


1,763,136




Lease liabilities


112,984


(94,368

)

-


262,447


281,063





3,043,823


(620,417

)

-


262,447


2,685,853





TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023



1.

STATUTORY INFORMATION



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


The presentation currency of the financial statements is the Pound Sterling (£).


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


2.

ACCOUNTING POLICIES



Basis of preparation


These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.    


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 expired on the 30 September 2024 and has recently been extended to 31 March 2025.

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 GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED 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 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.


Basis of consolidation


The consolidated financial statements include the company its subsidiaries and associates. Intra group sales and profits are eliminated on consolidation and all sales and profit figures relate to external transactions only.



Associates


Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost.



New and revised accounting standards

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 GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED 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 Group'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, domain names and website development costs 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

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery- 20% on cost, 33% on cost and 50% on cost
Motor vehicles- 25% on reducing balance or over the term of the lease

The freehold property was revalued on 30 September 2023 in accordance with IAS 16, and the directors review the carrying value annually.


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


2.

ACCOUNTING POLICIES - continued



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. Financial instruments are accounted for according to the requirements of IFRS 9 Financial Instruments, Recognition and Measurement.

Investments
Investments are designated as valued at fair value through profit or loss upon acquisition and are measured at subsequent reporting dates at fair value in-line with IFRS 9.

The listed investments are traded in an active market, therefore the unadjusted quoted prices as at the period end date are used to determine the fair value of the investments.

Unlisted investments are carried at cost, as an approximation of the fair value, unless any indications exist to suggest a material difference in the value of the investments as at the reporting date.


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 group 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.


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


2.

ACCOUNTING POLICIES - continued



Investment property


The directors have considered the fair value of the investment property of The Old Torpedo Factory, taking into account current rental yields and the market value of similar properties in the area they consider that the fair value is materially different to the depreciated historical cost of the property. As a result of this they have adopted the accounting policy to value investment property at fair value.


3.

SIGNIFICANT 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 units and a suitable discount rate in order to calculate the present value.



The carrying value of goodwill as at 30 September 2023 was £679,182 (29 June 2022 - £679,182) - see Note 11.



Fair value of unlisted investments


The directors have used their judgement in determining whether to value certain unquoted investments at cost as an estimate of fair value. The use of cost as an estimate of fair value is acceptable under IFRS 9 when there is insufficient more recent information available to the directors to measure fair value, and that cost is still deemed an appropriate estimate of fair value.



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 held as fixed assets are stated at cost less provision for any impairment and have a carrying value as at 30 September 2023 of £644,011 (29 June 2022 - £644,011) - see Note 15.



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 £294,649 (29 June 2022 - £220,131). No provision for inventories has been included in the period end accounts as it was deemed that all inventories will realise in excess of its carrying value.


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED 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



Stage Technology


4,553,718


3,035,535



Live Events


749,345


702,639



Other


653,595


450,764




10,843,104


7,684,278



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 and Stage Technology income consists of installation, consultancy and maintenance income.



An analysis of revenue by geographical split is shown below:




2023


2022





Continental Europe


255,645


134,645




Rest of the World


1,834


4,101





10,843,104


7,684,278




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


4.

REVENUE - continued



Revenue from contracts with customers


The Group has recognised the following assets and liabilities related to contracts with customers:




30.09.23


29.06.22







                                                                                                    



Current contract assets relating to goods and services (Note 17)


472,734


639,178




Total contract assets


472,734


639,178





Contract liabilities relating to goods and services (Note 21):




Payments on account


249,280


377,967




Deferred income on maintenance contracts


365,258


240,616




Total contract liabilities


614,538


618,583




Deferred income on revenue on maintenance contracts is accounted for separately to payments on account as this is 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 Group 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


618,583




Revenue recognised that was included in the contract liability balance at the beginning of the

period


(618,583

)



Cash received in advance of performance and not recognised as revenue in the period


614,538




Total contract liabilities as at 30 September 2023


614,538





The Group 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

3,045,210


2,482,515




Social security costs

319,182


196,094




Other pension costs

96,806


39,059



3,461,198


2,717,668




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED 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



Staff

53


57




Directors

3


3



56


60





Company:



Period


Period





30.6.22


1.7.21





to


to





30.9.23


29.6.22





£


£




Wages and salaries


314,319


216,208




Social security costs


40,052


26,731




Other pension costs


4,021


2,475





358,392


245,414




The average number of employees during the period for the Company was as follows:



Period


Period





30.6.22


1.7.21





to


to





30.9.23


29.6.22




Directors


3


3




Management and administration


1


-





4


3





Period


Period


30.6.22


1.7.21


to


to


30.9.23


29.6.22

£   

£   



Directors' remuneration

240,363


265,272




Directors' pension contributions to money purchase schemes  

3,685


3,762





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



Money purchase schemes

2


1




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


5.

EMPLOYEES AND DIRECTORS - continued



Information regarding the highest paid director is as follows:


Period


Period


30.6.22


1.7.21


to


to


30.9.23


29.6.22

£   

£   



Emoluments etc

110,000


95,708




Pension contributions to money purchase schemes

2,700


-




6.

EXCEPTIONAL ITEMS



In July 2022 Torpedo Factory group received payment from Goodman Logistics PR London 1 (GP) LLP of £85,000 to allow building work to occur at the rear of the Old Torpedo Factory property that would limit light to that part of the building. This was accounted for as an exceptional transaction.



In 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 and TFG Stage Technology Ltd waived their rights in exchange for a cash payment of £34,751 which is deemed to be an exceptional item.



In 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. '



Over the course of acquisition by Aukett Swanke Group Plc £123,918 was spent in legal fees to complete the deal which was outside the course of normal company trading.


7.

NET FINANCE COSTS


Period


Period


30.6.22


1.7.21


to


to


30.9.23


29.6.22

£   

£   



Finance income:


Interest on taxation

4


-




Interest on other loans

-


13,104



4


13,104




Finance costs:


Finance interest charges

-


2,500




Bank loan interest

2


-




HMRC interest

1,432


1,876




Mortgage interest

60,993


35,509




Interest on other loans

92,491


61,009




Leasing

22,042


1,032




Mortgage and loan arrangement fees

2,417


4,144




Fair value movement on investments

94,569


87,055



273,946


193,125





Net finance costs

273,942


180,021




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


8.

PROFIT BEFORE INCOME TAX



The profit 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

5,756,281


4,515,626




Leases

16,375


41,864




Depreciation - owned assets

82,805


77,249




Depreciation - assets on finance leases

91,266


5,627




Profit on disposal of fixed assets

(438

)

(805

)



Computer software amortisation

16,726


13,381




Foreign exchange differences

27,404


(27,183

)



Auditors' remuneration - audit fees  

20,050


4,525




Auditors' remuneration - audit of subsidiaries  

42,700


18,675




Auditors' remuneration - taxation and other  

12,572


8,790




Government grants  

(2,000

)

(139,524

)



9.

INCOME TAX



Analysis of tax income


Period


Period


30.6.22


1.7.21


to


to


30.9.23


29.6.22

£   

£   



Deferred tax

(33,444

)

(15,639

)



Total tax income in consolidated statement of profit or loss

(33,444

)

(15,639

)



TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


9.

INCOME TAX - continued



Factors affecting the tax expense


The tax assessed for the period is lower 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

£   

£   



Profit before income tax

12,359


269,748




Profit multiplied by the standard rate of corporation tax in the UK of 25 %

(2022 - 19 %)  

3,090


51,252





Effects of:


Expenditure not deductible for tax purposes  

27,570


4,049




Capital allowances in excess of depreciation  

-


(13,564

)



Depreciation in excess of capital allowances  

2,872


-




Tax losses utilised  

(113,706

)

-




Tax losses carried forward  

49,564


67,880




Super deduction  

(1,230

)

(115

)



Deferred tax not provided for  

(36

)

(595

)



Movement in rate of deferred taxation provision  

-


(1,130

)



Income exempt from taxation  

(1,568

)

(123,416

)



Tax income

(33,444

)

(15,639

)




Deferred tax assets totalling £271,774 (29 June 2022 - £231,445) have not been recognised in the financial statements as the group 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 £271,774 (29 June 2022 - £231,445) are tax losses carried forward of £1,123,421 (29 June 2022 - £1,257,864).


10.

LOSS OF PARENT COMPANY



As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented as part of these financial statements.  The parent company's loss for the year after tax was £926,260 (29 June 2022 - profit £423,171).


11.

GOODWILL



Group

£   



COST


At 30 June 2022


and 30 September 2023

1,051,792




AMORTISATION


At 30 June 2022


and 30 September 2023

372,610




NET BOOK VALUE


At 30 September 2023

679,182




At 29 June 2022

679,182




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


11.

GOODWILL - continued



Company

£   



COST


At 30 June 2022


and 30 September 2023

120,000




AMORTISATION


At 30 June 2022


and 30 September 2023

120,000




NET BOOK VALUE


At 30 September 2023

-




At 29 June 2022

-




12.

INTANGIBLE ASSETS



Group


Domain


Computer


Website



names


software


development


Totals

£   

£   

£   

£   



COST


At 30 June 2022


and 30 September 2023

20,009


66,903


20,409


107,321




AMORTISATION


At 30 June 2022

-


22,299


-


22,299




Amortisation for period

-


16,726


-


16,726




At 30 September 2023

-


39,025


-


39,025




NET BOOK VALUE


At 30 September 2023

20,009


27,878


20,409


68,296




At 29 June 2022

20,009


44,604


20,409


85,022





Company


Website


development

£   



COST


At 30 June 2022


and 30 September 2023

12,923




NET BOOK VALUE


At 30 September 2023

12,923




At 29 June 2022

12,923




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


13.

PROPERTY, PLANT AND EQUIPMENT



Group


Improvements


Freehold


Short


to


property


leasehold


property

£   

£   

£   



COST OR VALUATION


At 30 June 2022

3,020,000


92,992


-




Additions

-


155,313


41,792




Disposals

-


-


(360

)



Revaluations

(585,000

)

-


-




At 30 September 2023

2,435,000


248,305


41,432




DEPRECIATION


At 30 June 2022

-


1,550


-




Charge for period

-


59,652


2,825




Eliminated on disposal

-


-


-




At 30 September 2023

-


61,202


2,825




NET BOOK VALUE


At 30 September 2023

2,435,000


187,103


38,607




At 29 June 2022

3,020,000


91,442


-





Plant and


Motor



machinery


vehicles


Totals

£   

£   

£   



COST OR VALUATION


At 30 June 2022

1,114,222


267,776


4,494,990




Additions

67,950


107,135


372,190




Disposals

(950,214

)

(105,034

)

(1,055,608

)



Revaluations

-


-


(585,000

)



At 30 September 2023

231,958


269,877


3,226,572




DEPRECIATION


At 30 June 2022

1,029,581


155,422


1,186,553




Charge for period

55,477


56,117


174,071




Eliminated on disposal

(900,607

)

(90,743

)

(991,350

)



At 30 September 2023

184,451


120,796


369,274




NET BOOK VALUE


At 30 September 2023

47,507


149,081


2,857,298




At 29 June 2022

84,641


112,354


3,308,437




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


13.

PROPERTY, PLANT AND EQUIPMENT - continued



Group



Cost or valuation at 30 September 2023 is represented by:



Improvements


Freehold


Short


to


property


leasehold


property

£   

£   

£   



Valuation in 2023

2,435,000


-


-




Cost

-


248,305


41,432



2,435,000


248,305


41,432





Plant and


Motor



machinery


vehicles


Totals

£   

£   

£   



Valuation in 2023

-


-


2,435,000




Cost

231,958


269,877


791,572



231,958


269,877


3,226,572





If the freehold property had not been revalued it would have been included at the following historical cost:



30.9.23


29.6.22

£   

£   



Cost

1,838,463


1,838,463




Aggregate depreciation

399,541


353,579





Company


Improvements


to


property

£   



COST


Additions

41,792




Disposals

(360

)



At 30 September 2023

41,432




DEPRECIATION


Charge for period

2,825




At 30 September 2023

2,825




NET BOOK VALUE


At 30 September 2023

38,607




14.

INVESTMENT PROPERTY



The freehold property is included within property, plant and equipment (see note 13) in the consolidated accounts and within investment property in the entity accounts.


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


15.

INVESTMENTS



Group


Listed


Unlisted



investments


investments


Totals

£   

£   

£   



COST OR VALUATION


At 30 June 2022

216,181


50,000


266,181




Additions

60,725


-


60,725




Disposals

(142,867

)

-


(142,867

)



Revaluations

(44,569

)

(50,000

)

(94,569

)



At 30 September 2023

89,470


-


89,470




NET BOOK VALUE


At 30 September 2023

89,470


-


89,470




At 29 June 2022

216,181


50,000


266,181




Company


Shares in



group


Listed


Unlisted



undertakings


investments


investments


Totals

£   

£   

£   

£   



COST OR VALUATION


At 30 June 2022

844,011


216,181


50,000


1,110,192




Additions

-


60,725


-


60,725




Disposals

-


(142,867

)

-


(142,867

)



Revaluations

-


(44,569

)

(50,000

)

(94,569

)



At 30 September 2023

844,011


89,470


-


933,481




PROVISIONS


At 30 June 2022


and 30 September 2023

200,000


-


-


200,000




NET BOOK VALUE


At 30 September 2023

644,011


89,470


-


733,481




At 29 June 2022

644,011


216,181


50,000


910,192




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


15.

INVESTMENTS - continued



The group owns more than 20% of the issued share capital of the following companies:





Period


Country of


Description of


Percentage

Holding by




Name


end


incorporation


shares held


group





Subsidiaries of Torpedo

Factory Group Limited





Torpedo Factory Limited


30 September


England


Ordinary £1 shares


100




TFG Stage Technology Ltd


30 September


England


Ordinary £1 shares


100




Orion Audio Visual Limited


30 September


England


Ordinary £1 shares


100





Subsidiaries of Torpedo

Factory Limited





Foresight Audio Visual

Limited


30 September


England


Ordinary £1 shares


100




Pinnerton Video Systems

Limited


30 September


England


Ordinary £1 shares


100





The principal activity of Torpedo Factory Limited is the design, supply and installation of audio visual systems, the support and maintenance of those systems, and the provision of audio visual equipment and related technical services for conferences, meetings and events.  Aggregate capital and reserves at 30 September 2023 £678,598 (29 June 2022 - £1,305,259) and loss for the period £626,661 (29 June 2022 - £194,464).



Foresight Audio Visual Limited was a non-trading company throughout the current and previous period. Aggregate capital and reserves at 30 September 2023 was £15,085 (29 June 2022 - £15,085) and profit for the year £Nil (29 June 2022 - £Nil). The exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies for the period ended 30 September 2023 has been taken in respect to Foresight Audio Visual Limited.



Pinnerton Video Systems Limited was a non-trading company throughout the current and previous period. Aggregate capital and reserves at 30 September 2023 was £104 (29 June 2022 - £104) and profit for the year £Nil (29 June 2022 - £Nil). The exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies for the period ended 30 September 2023 has been taken in respect to Pinnerton Video Systems Limited.



The principal activity of TFG Stage Technology Limited is the design, supply and installation of stage technology, stage engineering and associated audio visual systems.  Aggregate capital and reserves at 30 September 2023 £285,799 (29 June 2022 - (£233,937)) and profit for the period £519,736 (29 June 2022 - £14,078).



Orion Audio Visual Limited was a non-trading company throughout the current and previous period. Aggregate capital and reserves at 30 September 2023 £Nil (29 June 2022 - £Nil) and profit for the period £Nil (29 June 2022 - £Nil). The exemption from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies for the period ended 30 September 2023 has been taken in respect to Orion Audio Visual Limited.


16.

INVENTORIES



Group



30.9.23


29.6.22


£   

£   



Goods for resale

294,649


220,131





In 2023 the cost of inventories recognised as an expense within cost of sales amounted to £NIL (29 June 2022 - £NIL) in relation to obsolete stock.


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


17.

TRADE AND OTHER RECEIVABLES



Group


Company



30.9.23


29.6.22


30.9.23


29.6.22


£   

£   

£   

£   



Current:



Trade debtors

971,522


826,227


-


102,000




Amounts owed by group undertakings

615,000


-


1,346,100


1,171,047




Amounts recoverable on


contracts/contract assets

472,734


639,179


-


-




Other debtors

2,061


1,191


2,061


-




Directors' current accounts

-


63


-


63




VAT

-


113,904


4,388


-




Prepayments and accrued income

152,685


237,042


47,887


69,311



2,214,002


1,817,606


1,400,436


1,342,421




Non-current:


Amounts owed by group undertakings

-


-


-


250,000





Aggregate amounts

2,214,002


1,817,606


1,400,436


1,592,421





Included in prepayments, for both the company and group, is £NIL (29 June 2022 - £2,417) in respect of mortgage arrangement fees.



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.


18.

CASH AND CASH EQUIVALENTS



Group


Company



30.9.23


29.6.22


30.9.23


29.6.22


£   

£   

£   

£   



Cash in hand

158


1,139


-


-




Bank accounts

375,156


1,984,257


-


105,436



375,314


1,985,396


-


105,436




19.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:

Class:

Nominal

30.9.23


29.6.22


value:

£   

£   



2,805,780

Ordinary

5p

140,289


140,289




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


19.

CALLED UP SHARE CAPITAL - continued


Fully paid shares carry one vote per share and carry rights to dividends.

20.

RESERVES



Group


Retained


Share


Revaluation



earnings


premium


reserve


Totals

£   

£   

£   

£   




At 30 June 2022

780,891


227,488


1,345,388


2,353,767




Profit for the period

45,803


45,803




Revaluation in year

-


-


(438,750

)

(438,750

)



At 30 September 2023

826,694


227,488


906,638


1,960,820





Company


Retained


Share


Revaluation



earnings


premium


reserve


Totals

£   

£   

£   

£   




At 30 June 2022

679,792


227,488


1,045,197


1,952,477




Deficit for the period

(926,260

)

(926,260

)



Transfer

438,750


-


(438,750

)

-




At 30 September 2023

192,282


227,488


606,447


1,026,217





21.

TRADE AND OTHER PAYABLES



Group


Company



30.9.23


29.6.22


30.9.23


29.6.22


£   

£   

£   

£   



Current:



Payments on account/contract liabilities

249,280


377,967


-


-




Trade creditors

585,838


1,433,884


11,976


72,771




Amounts owed to group undertakings

-


-


840,206


-




Social security and other taxes

84,495


82,154


-


8,097




Other creditors

31,778


41,919


341


340




Accruals and deferred


income (contract liabilities)

766,039


728,506


227,658


382,499




Directors' current accounts

-


7,582


-


-




VAT

101,449


-


-


14,796



1,818,879


2,672,012


1,080,181


478,503





Included in accruals and deferred income is income deferred on maintenance contracts of £365,258 (29 June 2022 - £240,616).


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


22.

FINANCIAL LIABILITIES - BORROWINGS




Group


Company



30.9.23


29.6.22


30.9.23


29.6.22


£   

£   

£   

£   



Current:


Bank overdrafts

2,015


-


2,015


-




Bank loans

350,004


350,004


350,004


350,004




Mortgage

1,411,117


68,130


1,411,117


68,130




Leases  (see note 23)

76,540


22,285


-


-



1,839,676


440,419


1,763,136


418,134





Non-current:


Bank loans

641,654


1,079,159


641,654


1,079,159




Mortgage

-


1,433,546


-


1,433,546




Leases (see note 23)

204,523


90,699


-


-



846,177


2,603,404


641,654


2,512,705






Terms and debt repayment schedule



Group



1 year or



less


1-2 years


2-5 years


Totals

£   

£   

£   

£   



Bank overdrafts

2,015


-


-


2,015




Bank loans

350,004


350,004


291,650


991,658




Mortgage

1,411,117


-


-


1,411,117




Leases

76,540


81,498


123,025


281,063



1,839,676


431,502


414,675


2,685,853





Company



1 year or



less


1-2 years


2-5 years


Totals

£   

£   

£   

£   



Bank overdrafts

2,015


-


-


2,015




Bank loans

350,004


350,004


291,650


991,658




Mortgage

1,411,117


-


-


1,411,117



1,763,136


350,004


291,650


2,404,790





The mortgage amounting to £1,411,117 at 30 September 2023 is secured by way of a first legal charge over freehold property and a debenture and cross guarantee from Torpedo Factory Limited and TFG Stage Technology Limited.


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


23.

LEASING



Group


Right-of-use assets



Property, plant and equipment



30.9.23


29.6.22

£   

£   



COST


At 30 June 2022

120,961


-




Additions

262,447


120,961



383,408


120,961





DEPRECIATION


At 30 June 2022

5,627


-




Charge for year

91,266


5,627



96,893


5,627





NET BOOK VALUE

286,515


115,334





Group


Other leases



Period


Period


30.6.22


1.7.21


to


to


30.9.23


29.6.22

£   

£   



Short-term leases

16,375


41,864




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


23.

LEASING - continued



Group


Lease liabilities



Minimum lease payments fall due as follows:



30.9.23


29.6.22

£   

£   



Gross obligations repayable:


Within one year

90,948


27,859




Between one and five years

220,362


100,236




311,310


128,095





Finance charges repayable:


Within one year

14,408


5,574




Between one and five years

15,839


9,537



30,247


15,111





Net obligations repayable:


Within one year

76,540


22,285




Between one and five years

204,523


90,699



281,063


112,984




24.

DEFERRED TAX



Group


30.9.23


29.6.22

£   

£   



Balance at 30 June

152,064


125,112




Accelerated capital allowances

(9,800

)

5,200




Movement in rate

-


42,590




Tax on unrealised (losses)/gains

(165,983

)

(17,551

)



Capital losses carried forward

(3,911

)

(3,287

)



Balance at 30 September

(27,630

)

152,064





Company


30.9.23


29.6.22

£   

£   



Balance at 30 June

138,864


117,112




Movement during the year

(169,894

)

21,752




Balance at 30 September

(31,030

)

138,864




TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


25.

CONTINGENT LIABILITIES



The company has provided an unlimited cross guarantee and debenture to National Westminster Bank plc, for liabilities arising in Torpedo Factory Limited and TFG Stage Technology Limited.  The contingent liability at 30 September 2023 was £Nil (29 June 2022 - £Nil).



During the prior period, the company received a grant of £136,725 to assist in expanding its operations into the 'smart building infrastructure' sector. As at the period end, not all of the grant conditions had been satisfied and as such only £8,425 of the grant has been recognised in income. If the grant conditions are not met then the grant could be repayable. No provision has been made in the accounts as the directors consider that the grant conditions will be satisfied.


26.

RELATED PARTY DISCLOSURES



During the period, the company had the following transactions with its parent company:



30.09.23




£   





Management charges raised by Aukett Swanke Group PLC



66,000





Balance due from Aukett Swanke Group PLC



615,000






During the year, the company had the following transactions with its subsidiaries:




30.09.23


29.06.22




£   


£   





Management charges and other recharges raised to

Torpedo Factory Limited



360,000


288,000





Balance due to/(from) Torpedo Factory Limited



840,206


(403,633

)




Interest charged to TFG Stage Technology Limited



-


6,000





Balance due from TFG Stage Technology Limited



(731,100

)

(1,017,414

)




Key management personnel compensation


The key management personnel of the Group are comprised of the Directors of the Company. Key management personnel remuneration is the same as that disclosed as directors remuneration in note 5.


TORPEDO FACTORY GROUP LIMITED (REGISTERED NUMBER: 03298917)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE PERIOD 30 JUNE 2022 TO 30 SEPTEMBER 2023


27.

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, this significantly reduces material uncertainty within the group as this was due to expire in February 2025.



The company's two main subsidiaries TFG Stage Technology Ltd and Torpedo Factory Ltd have entered into a combined invoice finance agreement 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.



On 20 March 2024 the Group 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 Group's strategy to develop as a Master Systems Integrator, and 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.


28.

ULTIMATE CONTROLLING PARTY



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