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 |
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: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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: |
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. |
Other changes in directors holding office are as follows: |
DISCLOSURE IN THE STRATEGIC REPORT |
In accordance with Section 414C(11) of the Companies Act 2006 other matters, normally included within this report, are set out in the Strategic Report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the 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: |
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. |
for and on behalf of |
6th Floor |
9 Appold Street |
London |
EC2A 2AP |
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 |
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 |
Property, plant and equipment | 13 |
Investment property | 14 |
Right-of-use |
Investments | 15 | 733,481 | 910,192 |
Trade and other receivables | 17 |
Deferred tax | 24 |
CURRENT ASSETS |
Trade and other receivables | 17 |
Cash and cash equivalents | 18 |
TOTAL ASSETS |
EQUITY |
SHAREHOLDERS' EQUITY |
Called up share capital | 19 |
Share premium | 20 |
Revaluation reserve | 20 |
Retained earnings | 20 |
TOTAL EQUITY |
LIABILITIES |
NON-CURRENT LIABILITIES |
Financial liabilities - borrowings |
Interest bearing loans and borrowings | 22 |
Deferred tax | 24 | - | 138,864 |
CURRENT LIABILITIES |
Trade and other payables | 21 |
Financial liabilities - borrowings |
Bank overdrafts | 22 |
Interest bearing loans and borrowings | 22 |
TOTAL LIABILITIES |
TOTAL EQUITY AND LIABILITIES |
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 |
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 |
Changes in equity |
Total comprehensive income | - | - |
Transfer | - | 34,693 | - | (34,693 | ) | - |
Balance at 29 June 2022 |
Changes in equity |
Total comprehensive income | - | ( | ) | - | ( | ) |
Transfer | - | 438,750 | - | (438,750 | ) | - |
Balance at 30 September 2023 |
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 |
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 |
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 |
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 |
AMORTISATION |
At 30 June 2022 |
and 30 September 2023 |
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 |
NET BOOK VALUE |
At 30 September 2023 |
At 29 June 2022 |
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 |
Disposals | ( | ) |
At 30 September 2023 |
DEPRECIATION |
Charge for period |
At 30 September 2023 |
NET BOOK VALUE |
At 30 September 2023 |
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 |
Amounts owed by group undertakings | 615,000 | - |
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 |
Prepayments and accrued income | 152,685 | 237,042 | 47,887 | 69,311 |
2,214,002 | 1,817,606 |
Non-current: |
Amounts owed by group undertakings | - | - |
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 |
375,314 | 1,985,396 |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.9.23 | 29.6.22 |
value: | £ | £ |
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 | 1,952,477 |
Deficit for the period | ( | ) | ( | ) |
Transfer | 438,750 | - | (438,750 | ) | - |
At 30 September 2023 | 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 |
Amounts owed to group undertakings | - | - |
Social security and other taxes | 84,495 | 82,154 |
Other creditors | 31,778 | 41,919 |
Accruals and deferred |
income (contract liabilities) | 766,039 | 728,506 |
Directors' current accounts | - | 7,582 | - | - |
VAT | 101,449 | - | - | 14,796 |
1,818,879 | 2,672,012 |
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 | - |
Bank loans | 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 |
Non-current: |
Bank loans | 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 |
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 | - | - |
Bank loans |
Mortgage | 1,411,117 | - | - | 1,411,117 |
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 | ( | ) |
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 |