Company registration number 05479601 (England and Wales)
TXO SYSTEMS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
TXO SYSTEMS LTD
COMPANY INFORMATION
Directors
Mr S G Griffiths
Mr S J Wort
(Appointed 26 July 2024)
Company number
05479601
Registered office
Finance & Administration Department
Unit 3, Severn Cross Distribution Park
Newhouse Farm Industrial Estate
Chepstow
Monmouthshire
NP16 6UP
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
TXO SYSTEMS LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 28
TXO SYSTEMS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present the strategic report for the year ended 30 June 2024.

Review of the business

Following the majority investment in the TXO Group, headed by TXO Systems Ltd, in June 2023 by Towerbrook Capital Partners (“Towerbrook”), the group subsequently acquired two businesses in December 2023. Both strengthened the group’s service capability, a key strategic objective, and included Lynx (UK) Limited and Teqport Service GmbH. Further acquisitions are expected in the next period of account, with a strong pipeline of opportunities built post the initial acquisitions. Geographic expansion of the group was seen with the opening of our Australian facility in the period under review.

 

There have not been any significant changes in the principal activities of the company in the year under review, however with the first two acquisitions secured the group’s service capability has expanded with the addition of complementary activity.  The directors are not aware, at the date of this report, of any likely significant changes in the company's or the group's activities in the forthcoming year.

 

As shown in the profit and loss account, the company's revenue for the year ended 30 June 2024 was £24.2m compared to £23.5m in the year ended 30 June 2023; an overall increase of 3.2%. Another of the company's other key performance indicators is gross margin, which increased compared to the previous year at 41% (2023: 38%).

 

Operating profit for the year to 30 June 2024 was £1.7m compared to a loss of £2.6m for the year to 30 June 2023, although this includes exceptional costs totalling £0.5m (2023: £5.2m).

 

At 30 June 2024 the company had net assets of £16.4m (2023: £14.9m).

Principal risks and uncertainties

The company operates in a competitive market and manages its leading position by focusing on the quality of its service and product offering, driven by long term product sourcing arrangements.

 

The company has shown significant growth and success in preceding years supported by an experienced staff and excellent relationships with its blue chip customer base. In addition the directors seek to control margins and overheads across the business to maintain profitability.

 

The company's activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk.

 

Cash flow risk

The company's activities expose it to the financial risks of changes in foreign currency exchange rates. The company has a reasonable degree of natural hedging between foreign monetary assets and liabilities, including the loans secured to support the acquisitions being partly denominated in foreign currencies. Furthermore, the company uses forward contracts to further mitigate the impact of foreign currency impacts.

 

Credit Risk

The company's principal financial assets are cash, and trade and other receivables.

 

The company's credit risk is primarily attributed to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.

 

The company has no significant concentration of credit risk, with exposure spread over a large number of counterparties, customers and geographies.

 

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses a mixture of long term equity and short term debt finance.

Development and performance

The directors expect to see further organic growth in the 2024/25 trading year alongside international expansion, an expansion of the company’s service capability and the addition of further acquisitions by the wider group.

TXO SYSTEMS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Key performance indicators

The company monitors financial performance including turnover growth, revenue line and geographic performance, margin and EBITDA performance against both budget and past performance.

 

The business has performed broadly in line with expectations with strong turnover and profit growth. The business also has extensive monitoring of safety and quality measures as well as environmental and social governance metrics.

Going concern

The group’s principal financial instruments comprise bank balances and group banking loans, denominated in a mixture of sterling, dollars and euros. Cash generation across the group remains strong and with further growth forecast across all areas of the business, alongside access to sufficient cash reserves and additional lending facilities, the directors are pleased to state their assessment that the going concern remains appropriate.

On behalf of the board

Mr S G Griffiths
Director
19 February 2025
TXO SYSTEMS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activity of the company continued to be that of the selling of telecom equipment.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr D L Pearce
(Resigned 26 July 2024)
Mr S G Griffiths
Mr D R Williams
(Resigned 10 November 2023)
Mr S J Wort
(Appointed 26 July 2024)
Mr F Seddar
(Appointed 26 July 2024 and resigned 18 November 2024)
Auditor

UHY Hacker Young have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditor in the absence of an Annual General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr S G Griffiths
Director
19 February 2025
TXO SYSTEMS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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

TXO SYSTEMS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TXO SYSTEMS LTD
- 5 -
Opinion

We have audited the financial statements of TXO Systems Ltd (the 'company') for the year ended 30 June 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

TXO SYSTEMS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TXO SYSTEMS LTD
- 6 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

We assessed the susceptibility of the company's financial statements to material misstatements, including obtaining an understanding of how fraud might occur, by:

TXO SYSTEMS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TXO SYSTEMS LTD
- 7 -

To address risk of fraud through management bias and override of controls, we:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our 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 auditor's 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.

Mr John Griffiths (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
19 February 2025
Chartered Accountants
Statutory Auditor
Newport
Gwent
United Kingdom
TXO SYSTEMS LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
24,225,939
23,472,397
Cost of sales
(14,193,374)
(14,534,752)
Gross profit
10,032,565
8,937,645
Administrative expenses (including exceptional costs totalling £498,000 (2023: £5,215,706))
5
(8,373,855)
(11,555,264)
Other operating income
46,964
50,781
Operating profit/(loss)
4
1,705,674
(2,566,838)
Interest receivable and similar income
8
51,603
2,401,605
Interest payable and similar expenses
9
5,405
(9,802)
Profit/(loss) before taxation
1,762,682
(175,035)
Tax on profit
10
(356,358)
3,163,762
Profit for the financial year
1,406,324
2,988,727

The profit and loss account has been prepared on the basis that all operations are continuing operations.

TXO SYSTEMS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
2024
2023
£
£
Profit for the year
1,406,324
2,988,727
Other comprehensive income
-
-
Total comprehensive income for the year
1,406,324
2,988,727
TXO SYSTEMS LTD
BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
11
124,975
117,801
Tangible assets
12
576,162
620,764
Investments
13
4,274,324
4,274,324
4,975,461
5,012,889
Current assets
Stocks
16
748,162
849,156
Debtors
17
22,916,602
16,116,139
Cash at bank and in hand
977,502
6,144,893
24,642,266
23,110,188
Creditors: amounts falling due within one year
19
(13,126,456)
(13,038,130)
Net current assets
11,515,810
10,072,058
Total assets less current liabilities
16,491,271
15,084,947
Creditors: amounts falling due after more than one year
18
(139,691)
(139,691)
Net assets
16,351,580
14,945,256
Capital and reserves
Called up share capital
23
23,849
23,849
Share premium account
3,358,984
3,358,984
Capital redemption reserve
1,050
1,050
Profit and loss reserves
12,967,697
11,561,373
Total equity
16,351,580
14,945,256

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 19 February 2025 and are signed on its behalf by:
Mr S G Griffiths
Director
Company registration number 05479601 (England and Wales)
TXO SYSTEMS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 July 2022
18,950
-
0
1,050
8,543,787
8,563,787
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
-
2,988,727
2,988,727
Issue of share capital
23
4,899
3,358,984
-
-
3,363,883
Credit to equity for equity settled share-based payments
24
-
-
-
28,859
28,859
Balance at 30 June 2023
23,849
3,358,984
1,050
11,561,373
14,945,256
Year ended 30 June 2024:
Profit and total comprehensive income for the year
-
-
-
1,406,324
1,406,324
Balance at 30 June 2024
23,849
3,358,984
1,050
12,967,697
16,351,580
The capital redemption reserve represents the required transfer in accordance with the Companies Act 2006 following the repurchases of the company's own shares out of distributable profits.

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
1
Accounting policies
Company information

TXO Systems Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Finance & Administration Department, Unit 3, Severn Cross Distribution Park, Newhouse Farm Industrial Estate, Chepstow, Monmouthshire, NP16 6UP.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of TXO Delta Midco Limited. These consolidated financial statements are available from its registered office, Unit 3 Severn Cross Distribution Park, Newhouse Farm Industrial Estate, Chepstow, Monmouthshire, NP16 6UP.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

TXO Systems Ltd is a wholly owned subsidiary of TXO Delta Midco Limited and the results of TXO Systems Ltd are included in the consolidated financial statements of TXO Delta Midco Limited which are available from Unit 3 Severn Cross Distribution Park, Newhouse Farm Industrial Estate, Chepstow, Monmouthshire, NP16 6UP.

1.2
Going concern

The Board remains positive that as a critical product and service provider to a globally spread telecommunication infrastructure customer base, that has not been unduly impacted by multiple recent events, that continuing trade remains protected and positive. As such the board’s assessment is that the going concern basis remains appropriate. true

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 13 -

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Domain name
10 years
Website costs
10 years
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Short leasehold
5%, 10% and 16% straight line
Plant and machinery
33% straight line
Fixtures and fittings
10%, 20% and 33% straight line
Motor vehicles
16%, 20% and 33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 14 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company 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.

 

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Derivatives

The company enters into foreign exchange forward contracts in order to manage its exposure to foreign exchange risk.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Share-based payments

The company has issued equity-settled share options to certain employees.

 

Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

Fair value is measured by use of the Black Scholes pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management's best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations.

1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stock valuation

At the year end the company had stock of £748,162 (2023: £849,156). As noted at 1.7 above, stocks are valued at the lower of cost and estimated selling price. The allocation of cost involves considerable exercise of judgement because elements of stock are bought as a "bundle" of many components and it is not practicable to accurately allocate cost to individual components. The board believes that this is the most appropriate way of accounting for stock, however this involves considerable management judgement.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provision

At the year end the company had stock of £748,162 (2023: £849,156). As noted at 1.7 above, stocks are valued at the lower of cost and estimated selling price (Net Realisable Value). The NRV includes management's estimate of the provision required for slow moving or obsolete stock. Provision is made for all components that have been held in stock for twelve months or more. The total provision at 30 June 2024 was £533,817 (2023: £439,049). The board believes that this is the most appropriate way of accounting for stock, however this involves considerable estimation uncertainty.

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Product sales
20,011,653
18,583,066
Services
2,270,054
1,368,288
Intercompany sales
1,944,232
3,521,043
24,225,939
23,472,397
TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
3
Turnover and other revenue
(Continued)
- 18 -
2024
2023
£
£
Turnover analysed by geographical market
UK & Europe
11,084,542
12,612,716
USA
739,037
1,630,060
Rest of World
12,402,360
9,229,621
24,225,939
23,472,397
2024
2023
£
£
Other revenue
Interest income
51,603
-
Dividends received
-
2,401,605
4
Operating profit/(loss)
2024
2023
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(23,919)
64,914
Fees payable to the company's auditor for the audit of the company's financial statements
25,000
20,250
Depreciation of owned tangible fixed assets
247,501
223,301
Depreciation of tangible fixed assets held under finance leases
-
65,656
Amortisation of intangible assets
15,408
12,952
Share-based payments
-
28,859
Operating lease charges
240,195
248,569

Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to £90,946 (2023 - £289,290).

TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
5
Exceptional costs/(income)
2024
2023
£
£
Share based payments
-
28,859
Acquisition related costs
-
5,186,847
Legal and professional fees
498,000
-
Total exceptional costs included within operating profit
498,000
5,215,706

Legal and professional fees are in relation to deal costs and integration activities incurred for the acquisitions during the year.

 

Share based payments of £nil (2023: £28,859) from share options granted previously but vested over a 2 year period were incurred by the company.

 

Acquisition related costs in the prior year related to legal and professional fees and salary costs incurred during the management buyout of the TXO Group.

6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Sales staff
25
25
Warehouse staff
58
55
Finance and administration staff
38
39
Total
121
119

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
5,612,742
8,512,665
Social security costs
602,261
1,390,405
Pension costs
203,508
214,176
6,418,511
10,117,246
TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
164,335
3,653,729
Company pension contributions to defined contribution schemes
12,093
38,760
176,428
3,692,489

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
n/a
2,307,865
Company pension contributions to defined contribution schemes
n/a
16,958

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

Directors are now remunerated by another group company for services to the group. It is not practicable for the directors' remuneration to be split between each company in the group.

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
51,603
-
0
Income from fixed asset investments
Income from shares in group undertakings
-
0
2,401,605
Total income
51,603
2,401,605
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
(6,020)
9,315
Interest on finance leases and hire purchase contracts
615
487
(5,405)
9,802
TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
(125,409)
-
0
Adjustments in respect of prior periods
-
0
(662,097)
Total current tax
(125,409)
(662,097)
Deferred tax
Origination and reversal of timing differences
457,598
(2,497,967)
Adjustment in respect of prior periods
24,169
(3,698)
Total deferred tax
481,767
(2,501,665)
Total tax charge/(credit)
356,358
(3,163,762)

The actual charge/(credit) for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
1,762,682
(175,035)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
440,671
(35,882)
Tax effect of expenses that are not deductible in determining taxable profit
15,670
274,459
Tax effect of income not taxable in determining taxable profit
-
0
(492,230)
Tax effect of utilisation of tax losses not previously recognised
-
0
622,117
Adjustments in respect of prior years
24,169
(665,795)
Effect of change in corporation tax rate
-
0
(448,350)
Permanent capital allowances in excess of depreciation
-
0
(9,408)
Depreciation on assets not qualifying for tax allowances
1,257
-
0
Other permanent differences
-
0
(2,408,673)
Payment received for loss surrender
(125,409)
-
0
Taxation charge/(credit) for the year
356,358
(3,163,762)
TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
11
Intangible fixed assets
Domain name
Website costs
Total
£
£
£
Cost
At 1 July 2023
26,128
117,989
144,117
Additions
-
0
22,582
22,582
At 30 June 2024
26,128
140,571
166,699
Amortisation and impairment
At 1 July 2023
7,220
19,096
26,316
Amortisation charged for the year
2,613
12,795
15,408
At 30 June 2024
9,833
31,891
41,724
Carrying amount
At 30 June 2024
16,295
108,680
124,975
At 30 June 2023
18,908
98,893
117,801
12
Tangible fixed assets
Short leasehold
Plant and machinery
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 July 2023
462,753
335,993
1,239,547
388,867
2,427,160
Additions
53,458
20,413
129,028
-
0
202,899
At 30 June 2024
516,211
356,406
1,368,575
388,867
2,630,059
Depreciation and impairment
At 1 July 2023
232,535
297,644
1,023,573
252,644
1,806,396
Depreciation charged in the year
30,546
26,372
138,626
51,957
247,501
At 30 June 2024
263,081
324,016
1,162,199
304,601
2,053,897
Carrying amount
At 30 June 2024
253,130
32,390
206,376
84,266
576,162
At 30 June 2023
230,218
38,349
215,974
136,223
620,764

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2024
2023
£
£
Motor vehicles
-
0
62,980
TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 23 -
13
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
14
4,274,324
4,274,324
14
Subsidiaries

Details of the company's subsidiaries at 30 June 2024 are as follows:

Name of undertaking
Country of
Nature of business
Class of
% Held
incorporation
shares held
Direct
Indirect
MMX Communications Services Limited
United Kingdom
Sale of telecom equipment and services
Ordinary A
100.00
0
TXO Systems Inc.
United States of America
Sale of telecom equipment
Ordinary
100.00
0
TXO Systems Limitada
Brazil
Sale of telecom equipment
Ordinary
100.00
0
TXO Systems Pty.
Austrailia
Sale of telecom equipment
Ordinary
100.00
0
TXO Systems SAS
France
Sale of telecom equipment
Ordinary
100.00
0
TXO Systems AB
Sweden
Sale of telecom equipment
Ordinary
100.00
0

The registered office of TXO Systems Inc is 7447 New Ridge Road, Unit A, Hanover, Maryland 21076, United States of America.

 

The registered office of TXO Systems Limitada is Rua Joao Guilherme 503, Taroba, CNPJ:18.276.508/000182, Londrina, Parana 86042 290, Brazil.

 

The registered office of TXO Systems Pty is 95 Pitt Street, Sydney, NSW 2000, Australia.

 

The registered office of MMX Communications Services Limited is Unit 100 Solar Park Highlands Road, Shirley, Solihul, West Midlands, B90 4SH.

 

The registered office of TXO Systems SAS is 2 Rue Marie Sklodowska-Curie, 95150 Taverny, France.

 

The registered office of TXO Systems AB is Skjulstagatan 10, 632 29, Eskilstuna, Sweden.

15
Financial instruments
2024
2023
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
19,827
86,854
16
Stocks
2024
2023
£
£
Finished goods and goods for resale
748,162
849,156
TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 24 -
17
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
2,205,071
2,752,846
Corporation tax recoverable
776,712
862,097
Amounts owed by subsidiary undertakings
11,624,792
5,059,331
Derivative financial instruments
19,827
86,854
Other debtors
6,179,526
4,763,059
Prepayments and accrued income
228,930
228,441
21,034,858
13,752,628
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 21)
1,881,744
2,363,511
Total debtors
22,916,602
16,116,139
18
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
139,691
139,691
19
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Obligations under finance leases
20
-
0
15,222
Trade creditors
1,024,426
926,267
Amounts owed to subsidiary undertakings
2,652,780
606,040
Taxation and social security
159,523
3,329,851
Other creditors
2,260,569
1,528,941
Accruals and deferred income
7,029,158
6,631,809
13,126,456
13,038,130
20
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
-
0
15,222
TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
20
Finance lease obligations
(Continued)
- 25 -

Finance lease payments represent rentals payable by the company for certain items of motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term was 3 years. All leases were on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. All leases expired during the year.

21
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Assets
Assets
2024
2023
Balances:
£
£
Accelerated capital allowances
(125,450)
(128,330)
Tax losses
1,992,270
2,487,602
Retirement benefit obligations
4,674
4,239
Provisions
10,250
-
1,881,744
2,363,511
2024
Movements in the year:
£
Asset at 1 July 2023
(2,363,511)
Charge to profit or loss
481,767
Asset at 30 June 2024
(1,881,744)

The deferred tax asset set out above relates predominantly to losses carried forward and this is expected to reverse when the company achieves sufficient profits to offset these losses.

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
203,508
214,176

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

 

At the year end there were outstanding contributions of £33,290 (2023: £30,082).

TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
23
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary class A shares of 1p each
641,496
641,496
6,415
6,415
Ordinary class B shares of 1p each
621,496
621,496
6,215
6,215
Ordinary class C shares of 1p each
460,000
460,000
4,600
4,600
Ordinary class F shares of 1p each
172,008
172,008
1,720
1,720
Ordinary class G shares of 1p each
70,000
70,000
700
700
Ordinary class H shares of 1p each
129,028
129,028
1,290
1,290
Ordinary class J shares of 1p each
40,000
40,000
400
400
Ordinary class K shares of 1p each
134,444
134,444
1,344
1,344
Ordinary class L shares of 1p each
10,000
10,000
100
100
Ordinary class M shares of 1p each
23,611
23,611
236
236
Ordinary class N shares of 1p each
59,028
59,028
590
590
Ordinary class O shares of 1p each
23,850
23,850
239
239
2,384,961
2,384,961
23,849
23,849

All shares have equal voting rights and rank pari passu.

 

 

TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 27 -
24
Share-based payment transactions
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 July 2023
-
0
489,961
-
0
6.87
Exercised
-
0
(489,961)
-
0
6.87
Outstanding at 30 June 2024
-
0
-
-
0
-
0
Exercisable at 30 June 2024
-
0
-
0
-
0
-
0

All existing options previously granted were exercised during the prior year. No options were outstanding at 30 June 2024.

25
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
243,148
243,148
Between two and five years
729,444
972,592
972,592
1,215,740
TXO SYSTEMS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
26
Related party transactions

The group has taken advantage of the exemption, under the terms of FRS102 section 33.1A, not to disclose relate party transactions with wholly owned subsidiaries within the group.

 

At the year end, the company was owed £11,624,792 (2023: £4,863,883) by TXO Delta Bidco Limited, its parent company, this being included within debtors falling due within one year.

 

At the year end, the company owed £918,869 (2023: £119,475 was owed by) to TXO Systems Inc, its subsidiary, this being included within creditors falling due within one year (2023: debtors falling due within one year).

 

At the year end, the company owed £180,887 (2023: £9,455 was owed by) to TXO Systems Pty, its subsidiary, this being included within creditors falling due within one year (2023: debtors falling due within one year).

 

At the year end, the company owed £335,401 (2023: £558,966) to TXO Systems Limitada, its subsidiary, this being included within creditors falling due within one year.

 

At the year end, the company owed £161,725 (2023: £47,073) to MMX Communications Services Limited, its subsidiary, this being included within creditors falling due within one year.

 

At the year end, the company owed £393,893 (2023: £8,753 was owed by) to TXO Systems SAS, its subsidiary, this being included within creditors falling due within one year (2023: debtors falling due within one year).

 

At the year end, the company owed £399,198 (2023: £57,765 was owed by) to TXO Systems AB, its subsidiary, this being included within creditors falling due within one year (2023: debtors falling due within one year).

 

At the year end, the company owed £114 (2023: £nil) to Lynx UK Limited, a fellow group company, this being included within creditors falling due within one year.

 

At the year end, the company owed £262,693 (2023: £nil) to TXO Delta Topco Limited, a fellow group company, this being included within creditors falling due within one year.

 

27
Ultimate controlling party

The company’s immediate parent company is TXO Delta Bidco Limited, a company registered in England and Wales.

TXO Delta Midco Limited is the parent of the smallest and largest group of which the company is a member and for which consolidated financial statements are prepared.

Copies of the consolidated financial statements of TXO Delta Midco Limited are available from the company’s registered office Unit 3 Severn Cross Distribution Park, Newhouse Farm Ind Estate, Chepstow, Monmouthshire, NP16 6UP.

The company’s ultimate parent undertaking and controlling party is TowerBrook Capital Partners Limited.

2024-06-302023-07-01falsefalsefalseCCH SoftwareCCH Accounts Production 2024.310Mr D L PearceMr S G GriffithsMr D R WilliamsMr S J WortMr F 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