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Company Registration Number 10378681























TECHBUYER GROUP HOLDINGS LIMITED





FINANCIAL STATEMENTS





 30 SEPTEMBER 2023























img0b42.png

 
TECHBUYER GROUP HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
K Towers 
A Towers (appointed 1 February 2023)
P Heckels 
J  Kidd (appointed 1 February 2023)
T Reid (appointed 1 February 2023)
D Rice (appointed 1 February 2023)
S Sexton (appointed 1 February 2023)
E Shorrock (appointed 1 February 2023)
R Kenny (appointed 1 February 2023, resigned 31 October 2023)
M Payne (resigned 27 March 2024)




Registered number
10378681



Registered office
Unit C1 Crimple Court
Hornbeam Square North

Harrogate

HG2 8PB




Independent auditors
Armstrong Watson Audit Limited
Chartered Accountants

Third Floor

10 South Parade

Leeds

West Yorkshire

LS1 5QS





 
TECHBUYER GROUP HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14 - 15
Consolidated Analysis of Net Debt
 
16
Notes to the Financial Statements
 
17 - 39


 
TECHBUYER GROUP HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Introduction
 
The directors present their strategic report and the financial statements of the group for the year ended 30 September 2023.

Business review
 
The principal activity of the group during the year is that of a wholesaler and stockist, refurbishing and distributing a wide range of IT Hardware. The Directors aim to present a balanced and comprehensive review of the development and performance of the group during the year and its position at the year end. The review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties faced.

Principal risks and uncertainties
 
The board considers the following to be the key risks of the business:
Foreign Exchange
In the financial year, the group purchased and sold goods to multiple jurisdictions in multiple currencies, primarily GBP, EUR, and USD. It is therefore exposed to exchange rate fluctuations. The group is exposed to both transaction risk (where goods are purchased in one currency and sold in another) and translation risk (where non-sterling balances are translated depending on the exchange rate at the time). Transaction risks are mitigated by dealing with the same currencies on both the purchase and sales side where possible. Translation risk remains and is accepted as part of the strategic decision of the Group to operate in foreign countries.
Credit
Loss of contracts from, or insolvency of, a major customer would affect the short-term performance of the group. There were no major defaults or write-offs in 2023 and these risks are considered low for the coming year. All account customers with the company are credit checked and credit limits established according to their risk profile.

Financial key performance indicators

The key financial performance indicators are those that communicate the financial performance and strength of the group as a whole, these being turnover, profit before tax and net cash flow from operating activities.

2023
2022
        £
        £
Turnover

61,980,907

63,505,956
 
Loss before tax

(1,288,449)

(1,344,676)
 
Shareholders funds after dividend and tax

4,958,857

7,337,816
 

Due to changes in market conditions the USA, APAC and French subsidiaries of the group faced significant
trading difficulties and posted combined losses before tax of £1,872,960. The directors have a strategic plan to
re-align these businesses to market conditions during 2024 and all are expected to return to long term
profitability.

Page 1

 
TECHBUYER GROUP HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Other key performance indicators
 
Global Supply Chain
During COVID global supply chains were affected reducing the amount of new IT equipment available. These recovered during the financial year creating short term reductions in demand and pricing, impacting short-term financial performance.
The company has robust financial plans to address these challenges and the long-term outlook for growth in the circular economy and demand for refurbished equipment remains positive. 


This report was approved by the board on 14 November 2024 and signed on its behalf.



P Heckels
Director

Page 2

 
TECHBUYER GROUP HOLDINGS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and 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 for the group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The loss for the year, after taxation, amounted to £1,358,959 (2022 - loss £1,576,783).

Particulars of recommended dividends are detailed in note 13.

Directors

The directors who served during the year were:

K Towers 
A Towers (appointed 1 February 2023)
P Heckels 
J  Kidd (appointed 1 February 2023)
T Reid (appointed 1 February 2023)
D Rice (appointed 1 February 2023)
S Sexton (appointed 1 February 2023)
E Shorrock (appointed 1 February 2023)
R Kenny (appointed 1 February 2023, resigned 31 October 2023)
M Payne (resigned 27 March 2024)

Future developments

The directors are not expecting to make significant changes to the nature of the business in the near future

Page 3

 
TECHBUYER GROUP HOLDINGS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023

Engagement with employees

The group give full consideration to applications for employment from people with disabilities where the
requirements of the job can be adequately fullfilled. Where existing employees become disabled, it is the Group's
policy wherever practicable to provide continuing employment under normal terms and conditions and to provide
training career development and promotion to employees with disabilities wherever appropriate.
During the year, the policy of providing employees with information about the Group has been continued through
internal media methods and holding regular meetings to review the Group's performance. Eligible employees
participate the success of the business through the Group's bonus scheme.

Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

The auditorsArmstrong Watson Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 14 November 2024 and signed on its behalf.
 





P Heckels
Director

Page 4

 
TECHBUYER GROUP HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TECHBUYER GROUP HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Techbuyer Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the group's and of the parent company's affairs as at 30 September 2023 and of the group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Page 5

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept 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 3, 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.


Page 6

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of laws and regulations that affect the group, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we identified included the UK Companies Act, tax legislation and occupational health and employment legislation.
We enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the directors have in place to ensure compliance.
We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We enquired of the directors about any incidences of fraud that had taken place during the accounting period.
The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team and tests were planned and performed to address these risks. We identified the potential for fraud in the following areas; revenue recognition and management override of controls.
We reviewed the financial statements disclosures and tested to supporting documentation to assess compliance with relevant laws and regulations discussed above.
We enquired of the directors and third-party advisors about actual and potential litigation and claims.
We performed analytical procedures to identify any unusual or unexpected relationships that might indicate risks of material misstatements due to fraud.
In addressing the risk of fraud due to management override of internal controls we tested the appropriateness of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.


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




 


Page 7

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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


Use of our report
 

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





Matthew Osbourne (Senior Statutory Auditor)
  
for and on behalf of
Armstrong Watson Audit Limited
 
Chartered Accountants & Statutory Auditors
  
Leeds

14 November 2024
Page 8

 
TECHBUYER GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023

As restated
2023
2022
Note
£
£

  

Turnover
 4 
61,980,907
66,505,956

Cost of sales
  
(42,590,959)
(49,129,576)

Gross profit
  
19,389,948
17,376,380

Administrative expenses
  
(20,987,098)
(15,943,553)

Other operating income
 5 
338,884
371,334

Operating (loss)/profit
 6 
(1,258,266)
1,804,161

Income from shares in group undertakings
  
-
(15,967)

Amounts written off investments
  
-
(3,103,322)

Interest receivable and similar income
 10 
1,711
6,590

Interest payable and similar expenses
 11 
(31,894)
(36,138)

Loss before taxation
  
(1,288,449)
(1,344,676)

Tax on loss
 12 
(70,510)
(232,107)

Loss for the financial year
  
(1,358,959)
(1,576,783)

  

Total comprehensive income for the year
  
(1,358,959)
(1,576,783)

(Loss) for the year attributable to:
  

Owners of the parent company
  
(1,358,959)
(1,576,783)

  
(1,358,959)
(1,576,783)

The notes on pages 17 to 39 form part of these financial statements.

Page 9

 
TECHBUYER GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 10378681

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
440,102
311,702

Tangible assets
 15 
1,119,264
784,113

  
1,559,366
1,095,815

Current assets
  

Stocks
 17 
4,190,025
6,710,219

Debtors: amounts falling due within one year
 18 
7,175,048
5,997,479

Cash at bank and in hand
 19 
1,455,817
861,278

  
12,820,890
13,568,976

Creditors: amounts falling due within one year
 20 
(9,322,242)
(7,245,979)

Net current assets
  
 
 
3,498,648
 
 
6,322,997

Total assets less current liabilities
  
5,058,014
7,418,812

Provisions for liabilities
  

Deferred tax
 21 
(43,691)
(25,530)

Net assets
  
 
 
5,014,323
 
 
7,393,282


Capital and reserves
  

Called up share capital 
 22 
105
105

Share premium account
 23 
55,361
55,361

Profit and loss account
 23 
4,958,857
7,337,816

  
5,014,323
7,393,282


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 November 2024.




P Heckels
Director

The notes on pages 17 to 39 form part of these financial statements.

Page 10

 
TECHBUYER GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 10378681

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 15 
142,931
141,281

Investments
 16 
29,026
29,535

  
171,957
170,816

Current assets
  

Debtors: amounts falling due within one year
 18 
2,898,678
377,632

Cash at bank and in hand
 19 
2,230
10,488

  
2,900,908
388,120

Creditors: amounts falling due within one year
 20 
(2,833,076)
(362,963)

Net current assets
  
 
 
67,832
 
 
25,157

Total assets less current liabilities
  
239,789
195,973

  

  

Net assets
  
239,789
195,973


Capital and reserves
  

Called up share capital 
 22 
105
105

Share premium account
 23 
55,361
55,361

Profit and loss account brought forward
  
140,507
144,203

Profit for the year
  
733,816
686,304

Other changes in the profit and loss account

  

(690,000)
(690,000)

Profit and loss account carried forward
  
184,323
140,507

  
239,789
195,973


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 November 2024.


P Heckels
Director

The notes on pages 17 to 39 form part of these financial statements.

Page 11

 
TECHBUYER GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 October 2021
105
55,361
9,604,599
9,660,065


Comprehensive income for the year

Loss for the year
-
-
(1,576,783)
(1,576,783)


Contributions by and distributions to owners

Dividends
-
-
(690,000)
(690,000)



At 1 October 2022
105
55,361
7,337,816
7,393,282


Comprehensive income for the year

Loss for the year
-
-
(1,358,959)
(1,358,959)

Purchase of Shares by Employee Benefit Trust
-
-
(330,000)
(330,000)


Contributions by and distributions to owners

Dividends
-
-
(690,000)
(690,000)


At 30 September 2023
105
55,361
4,958,857
5,014,323


The notes on pages 17 to 39 form part of these financial statements.

Page 12

 
TECHBUYER GROUP HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 October 2021
105
55,361
144,203
199,669


Comprehensive income for the year

Profit for the year
-
-
686,304
686,304


Contributions by and distributions to owners

Dividends
-
-
(690,000)
(690,000)



At 1 October 2022
105
55,361
140,507
195,973


Comprehensive income for the year

Profit for the year
-
-
733,816
733,816


Contributions by and distributions to owners

Dividends
-
-
(690,000)
(690,000)


At 30 September 2023
105
55,361
184,323
239,789


The notes on pages 17 to 39 form part of these financial statements.

Page 13

 
TECHBUYER GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023

As restated
2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(1,358,959)
(1,576,783)

Adjustments for:

Amortisation of intangible assets
133,108
109,005

Depreciation of tangible assets
270,014
259,514

Loss on disposal of tangible assets
6,209
151,863

Government grants
-
(22,720)

Interest paid
31,894
45,217

Interest received
(1,711)
9,377

Taxation charge
70,510
232,107

Decrease in stocks
2,520,194
793,910

(Increase)/decrease in debtors
(1,177,569)
669,571

Increase/(decrease) in creditors
1,548,094
(1,734,406)

Goodwill written off
-
2,472,685

Amounts written off
-
843,328

Corporation tax (paid)
(299,508)
(51,791)

Net cash generated from operating activities

1,742,276
2,200,877


Cash flows from investing activities

Purchase of intangible fixed assets
(591,454)
(417,046)

Sale of intangible assets
-
4,220

Purchase of tangible fixed assets
(611,428)
(179,849)

Sale of tangible fixed assets
-
4,763

Government grants received
-
22,720

Purchase of fixed asset investments
-
(558,317)

Sale of fixed asset investments
-
4,033

Interest received
1,711
6,590

Net cash from investing activities

(1,201,171)
(1,112,886)

Cash flows from financing activities

New secured loans
399,199
90,597

Dividends paid
(690,000)
(690,000)

Interest paid
(31,894)
(36,138)

Net cash used in financing activities
(322,695)
(635,541)
Page 14

 
TECHBUYER GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023

As restated

2023
2022

£
£



Net increase in cash and cash equivalents
218,410
452,450

Cash and cash equivalents at beginning of year
861,278
175,022

Cash on acquisition
-
233,806

Cash and cash equivalents at the end of year
1,079,688
861,278


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,455,817
861,278

Bank overdrafts
(376,129)
-

1,079,688
861,278


The notes on pages 17 to 39 form part of these financial statements.

Page 15

 
TECHBUYER GROUP HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2023




At 1 October 2022
Cash flows
At 30 September 2023
£

£

£

Cash at bank and in hand

615,643

840,174

1,455,817

Bank overdrafts

-

(376,129)

(376,129)

Debt due within 1 year

214,938

(628,521)

(413,583)


830,581
(164,476)
666,105

The notes on pages 17 to 39 form part of these financial statements.

Page 16

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

1.


General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Unit C1 Crimple Court, Hornbeam Square North, Harrogate, HG2 8PB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the merger method, whereby the carrying values of the assets and liabilities to the combination are not required to be adjusted to fair value on consolidation. The difference between the nominal value of shares received in exchange and those previously held is shown as a merger reserve. 
The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.4

Revenue

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the group has transferred the significant risks and rewards of ownership to the buyer;
the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 18

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.5

Operating leases: the group as lessee

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

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

 
2.6

Research and development

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

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.8

Interest income

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

 
2.9

Finance costs

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

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 19

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.11

Pensions

Defined contribution pension plan

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

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

 
2.12

Current and deferred taxation

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

 
2.13

Intangible assets

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

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

 Amortisation is provided on the following bases:

Development expenditure
-
33%
Straightline

Page 20

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.14

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Freehold property
-
Not depreciated
Leasehold improvements
-
20% straight line
Plant and machinery
-
20% straight line
Motor vehicles
-
20% straight line
Software
-
33% straight line

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

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

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

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

 
2.16

Stocks

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

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

 
2.17

Debtors

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

Page 21

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.18

Cash and cash equivalents

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

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

 
2.19

Creditors

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

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.21

Financial instruments

The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the group's Statement of Financial Position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

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

Page 22

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

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

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

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

Financial liabilities

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

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

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Page 23

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

2.Accounting policies (continued)


2.21
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

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

Derecognition of financial liabilities

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

 
2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 24

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported, These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgements 
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows;
Depreciation of tangible fixed assets 
The annual depreciation for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets. The carrying amount is £1,119,264 (2022; £784,113).
Recoverability of trade debtors 
The company makes estimate of the recoverable value of trade and other debtors. When assessing impairment of trade debtors factors including the credit rating of the debtors, the ageing profile of the debtors and historical experience. The carrying amount is £4,692,425 (2022: 3,423,909).
Impairment of stocks 
The company sells products in a market that is subject to changing fashions and technological developments. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When considering the impairment if stocks, management considers the nature and condition of the stock. The carrying amount of stock is £4,190,025 (2022: 6,710,219).

Page 25

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

4.


Turnover

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


As restated
2023
2022
£
£

Sale of goods
61,980,907
66,505,956

61,980,907
66,505,956


Analysis of turnover by country of destination:

As restated
2023
2022
£
£

United Kingdom
20,675,916
23,090,030

Rest of the world
41,304,991
43,415,926

61,980,907
66,505,956



5.


Other operating income

2023
2022
£
£

Government grants receivable
45,520
22,720

Other operating income
293,364
348,614

338,884
371,334



6.


Operating (loss)/profit

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

2023
2022
£
£

Amortisation of intangible assets
133,108
109,005

Depreciation of tangible assets
270,068
259,514

Loss on disposal of intangible assets
-
311

Loss on disposal of tangible assets
6,209
151,552

Impairment of trade debtors
-
83,334

Other operating lease rentals
427,349
534,008

Exchange differences
138,763
(224,160)

Page 26

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

7.


Auditors' remuneration

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


2023
2022
£
£

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements
43,050
17,500


8.


Employees

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


Group
Group
2023
2022
£
£


Wages and salaries
12,834,091
9,721,737

Social security costs
997,533
810,036

Cost of defined contribution scheme
519,218
192,281

14,350,842
10,724,054


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


        2023
        2022
            No.
            No.







Production staff
142
153



Finance staff
12
11



Administrative staff
20
23



Management staff
9
11



Marketing staff
13
15



IT Staff
12
10



Human resources staff
3
5



Sales staff
50
59



Research staff
6
8

267
295

The company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL)
Page 27

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
1,180,265
411,218

Group contributions to defined contribution pension schemes
67,851
10,351

1,248,116
421,569


During the year retirement benefits were accruing to 8 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £184,580 (2022 - £262,397).

The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £20,814 (2022 - £6,912).


10.


Interest receivable

2023
2022
£
£


Other interest receivable
1,711
6,590


11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
4,589
257

Other interest payable
27,305
35,881

31,894
36,138

Page 28

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
202,664
480,477

Adjustments in respect of previous periods
(150,315)
(176,824)


Total current tax
52,349
303,653

Deferred tax


Origination and reversal of timing differences
18,161
(71,546)

Total deferred tax
18,161
(71,546)


Tax on loss
70,510
232,107

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(1,288,449)
(1,344,676)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 22.01% (2022 - 19%)
202,664
382,979

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
22,997
133,902

Capital allowances for year in excess of depreciation
6,814
42,232

Adjustments to tax charge in respect of prior periods
(150,315)
(176,824)

Short-term timing difference leading to an increase (decrease) in taxation
18,161
(71,546)

Other differences leading to an increase (decrease) in the tax charge
(29,811)
(78,636)

Total tax charge for the year
70,510
232,107


13.


Dividends

2023
2022
£
£


Dividends paid during the year (excluding those for which a liability existed at the end of the prior year)
690,000
690,000

Page 29

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

14.


Intangible assets

Group and Company





Development expenditure

£



Cost


At 1 October 2022
329,608


Additions
261,508



At 30 September 2023

591,116



Amortisation


At 1 October 2022
17,906


Charge for the year
133,108



At 30 September 2023

151,014



Net book value



At 30 September 2023
440,102



At 30 September 2022
311,702



Page 30

 


 
TECHBUYER GROUP HOLDINGS LIMITED


 

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


15.


Tangible fixed assets


Group







Freehold property
Short-term leasehold property
Plant and machinery
Motor vehicles
Software
Total

£
£
£
£
£
£



Cost or valuation


At 1 October 2022
141,281
216,219
590,861
43,885
338,726
1,330,972


Additions
1,650
163,088
379,797
66,788
105
611,428


Disposals
-
-
(57,499)
-
-
(57,499)



At 30 September 2023

142,931
379,307
913,159
110,673
338,831
1,884,901



Depreciation


At 1 October 2022
-
59,789
188,535
16,134
282,401
546,859


Charge for the year
-
59,949
145,891
20,078
44,150
270,068


Disposals
-
-
(51,290)
-
-
(51,290)



At 30 September 2023

-
119,738
283,136
36,212
326,551
765,637



Net book value



At 30 September 2023
142,931
259,569
630,023
74,461
12,280
1,119,264



At 30 September 2022
141,281
156,430
402,326
27,751
56,325
784,113

Page 31

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

           15.Tangible fixed assets (continued)


Company






Freehold property

£

Cost or valuation


At 1 October 2022
141,281


Additions
1,650



At 30 September 2023

142,931






At 30 September 2023

-



Net book value



At 30 September 2023
142,931



At 30 September 2022
141,281







16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 October 2022
29,535


Disposals
(509)



At 30 September 2023
29,026




Page 32

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Techbuyer Limited
Unit C1 Crimple Court, Hornbeam Square North, Harrogate, England, HG2 8PB
Ordinary
100%
Techbuyer GmbH
Neustraße 4647574 Goch
Ordinary
100%
Techbuyer Aust (Pty) Ltd
155 Weddell RoadNorth Geelong, VIC 3215VictoriaAustralia
Ordinary
100%
Techbuyer New Zealand Limited
C/- Burton PartnersLevel 3, 10 Viaduct Harbour AvenueAuckland Central, Auckand
Ordinary
100%
Techbuyer SARL
BRIE-COMTE-ROBERT (77170 - France), 6 rue Clément ADER,
Ordinary
100%
Techbuyer Services Limited
Unit C1 Crimple Court, Hornbeam Square North, Harrogate, England, HG2 8PB
Ordinary
100%
Interact DC Limited
Unit C1 Crimple Court, Hornbeam Square North, Harrogate, England, HG2 8PB
Ordinary
100%
Ortial Technoligies Limited
Unit C1 Crimple Court, Hornbeam Square North, Harrogate, England, HG2 8PB
Ordinary
100%
Techbuyer Canada Holdings Limited
1200 - 1075 West Georgia Street Vancouver BC V6E 3C9 Canada
Ordinary
100%
Techbuyer USA Corp
1950 Old Cuthbert RoadCherry Hill, 08034New JerseyUnited States
Ordinary
100%
Techbuyer Trustees Limited
Unit C1 Crimple Court, Hornbeam Square North, Harrogate, England, HG2 8PB
Ordinary
100%
Pinnacle Data North America LLC
1950 Old Cuthbert RoadCherry Hill, 08034New JerseyUnited States
Ordinary
100%

For the period ended 30 September 2023, Techbuyer Services Limited (registered number 12416805), Interact DC Limited (registered number 13014241), Ortial Technologies Limited (registered number 09297210) are exempt from audit under section 479A of the Companies Act 2006 relating to subsidiary undertakings, as Techbuyer Group Holdings Limited has guaranteed the companies under section 479C of the Companies Act 2006 for the year ended 30 September 2023.

Page 33

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

17.


Stocks

Group

Group
As restated
2023
2022
£
£

Finished goods and goods for resale
4,190,025
6,710,219

4,190,025
6,710,219


The difference between purchase price or production cost of stocks and their replacement cost is not material.


18.


Debtors

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£


Trade debtors
4,692,425
3,423,909
-
-

Amounts owed by group undertakings
-
-
2,660,504
163,819

Other debtors
1,414,942
2,017,328
187,798
213,813

Prepayments and accrued income
1,067,681
556,242
50,376
-

7,175,048
5,997,479
2,898,678
377,632



19.


Cash and cash equivalents

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,455,817
861,278
2,230
10,488

Less: bank overdrafts
(376,129)
-
-
-

1,079,688
861,278
2,230
10,488


Page 34

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

20.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
376,129
-
-
-

Bank loans
399,199
-
-
-

Trade creditors
4,730,418
2,239,161
65,992
63,226

Amounts owed to group undertakings
-
-
2,699,518
-

Corporation tax
396,691
643,850
-
684

Other taxation and social security
273,099
913,770
-
-

Other creditors
943,803
1,638,741
5,590
214,938

Accruals and deferred income
2,202,903
1,810,457
61,976
84,115

9,322,242
7,245,979
2,833,076
362,963



21.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(25,026)
(94,195)


Charged to profit or loss
(18,665)
68,665



At end of year
(43,691)
(25,530)







Group
Group
2023
2022
£
£

Accelerated capital allowances
(25,026)
(82,003)

Provisions
-
53,425

Pension plan obligations
-
3,048

Timing differences
(18,665)
-

(43,691)
(25,530)

Page 35

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



950,000 (2022 - 950,000) Ordinary A shares of £0.0001 each
95
95
50,000 (2022 - 50,000) Ordinary B shares of £0.0001 each
5
5
52,000 (2022 - 52,000) Ordinary C shares of £0.0001 each
5
5
1,256 (2022 - 1,256) B1 ordinary shares shares of £0.0001 each
-
-
314 (2022 - 314) C1 ordinary shares shares of £0.0001 each
-
-
564 (2022 - 564) D1 ordinary shares shares of £0.0001 each
-
-

105

105



23.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss account

This reserve records retained earnings and accumulated losses. 

Page 36

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

24.
 

Business combinations

On September 2022, the Group acquired significant control over Pinnacle Data North America LLC

Acquisition of Pinnacle USA 

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
92,041
92,041

92,041
92,041

Current Assets

Stocks
1,020,790
1,020,790

Debtors
727,439
727,439

Cash at bank and in hand
245,635
245,635

Total Assets
2,085,905
2,085,905

Creditors

Due within one year
(4,642,721)
(4,642,721)

Total Identifiable net liabilities
(2,556,816)
(2,556,816)


Goodwill
2,597,790

Total purchase consideration
40,974

Consideration

£

Deferred consideration
40,974

Total purchase consideration
40,974



The results of Pinnacle Data North America LLC  since acquisition are as follows:

Current period since acquisition
£

Turnover
7,341,072

(Loss) for the period since acquisition
(691,803)

Page 37

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

25.


Prior year adjustment

In these financial statements the directors performed a review of the group structure and its subsidiaries, the following issues were identified and adjusted for;
On 30 September 2022, the directors assessed and established that significant control was gained over Pinnacle Data North America LLC by Techbuyer Group Holdings Limited. Consequently the prior year's financial statements have been restated to reflect this acquisition. Upon acquisition, goodwill amounting to £2,597,790 was recognised. However, the directors have determined that this goodwill is impaired, As a result, the entire amount of goodwill has been written off in the year of acquisition.
The directors also reassessed goodwill in the group and determined that there was an impairment in goodwill of subsidiary undertaken Ortial Technologies Limited,  this has been adjusted for in the prior year.
A final adjustment was made to development costs as an impairment was identified in the brought forward cost and depreciation. This was corrected as a prior year adjustment.
The comparative numbers, including opening reserves 1 October 2022 have been restated to reflect the above adjustments.
 


26.


Employee benefits

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group  in an independently administered fund. The pension cost charge represents contributions payable by the group  to the fund and amounted to £463,919  (2022 - £274,629) . Contributions totalling £80,067 (2022 - £77,691) were payable to the fund at the reporting date and are included in creditors.




27.


Commitments under operating leases

At 30 September 2023 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
792,989
1,158

Later than 1 year and not later than 5 years
1,048,530
604,974

1,841,519
606,132

28.


Transactions with directors

The directors loan account remained in credit throughout the current year. There were no guarantees in the year. 

Page 38

 
TECHBUYER GROUP HOLDINGS LIMITED
 

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

29.


Related party transactions

Group 
At 30 September 2023, Techbuyer Limited owed Frank Ascendancy £23,467 (2022: £42,488). The balance is interest free and repayable on demand. K K Towers is a direct shareholder of Frank Ascendancy Limited.
Dividends of £690,000 (2022: 690,000) were paid to the directors. At 30 September 2023, the group had an interest free unsecured loan owed to directors K K Towers and A Towers amounting to £5,590 (2022; 214,938)
The group has taken advantage of the exemption contained in Section 33 of FRS 102 "Related Party Disclosures" from disclosing transactions within entities which are part of the group, since 100% of the voting rights in the company are controlled within the group and the company is included within the group accounts which are publicly available.


30.


Controlling party

Mr and Mrs K Towers together own a controlling shareholding in Techbuyer Group Holdings Limited.

Page 39