Company Registration No. 01868383 (England and Wales)
Orbital Gas Systems Limited
Annual report and financial statements
for the year ended 30 September 2024
Orbital Gas Systems Limited
Company information
Directors
Matthew Allen
Karl Daniel
Nicholas Maguire
Neil Stuchbury
Ian Brown
Company number
01868383
Registered office
Cold Meece
Swynnerton
Near Stone
Staffordshire
United Kingdom
ST15 0QN
Independent auditor
Saffery LLP
Trinity
16 John Dalton Street
Manchester
M2 6HY
Orbital Gas Systems Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Notes to the financial statements
14 - 27
Orbital Gas Systems Limited
Strategic report
For the year ended 30 September 2024
1
The directors present the strategic report for the year ended 30 September 2024.
Business Review
As a subsidiary of the nZero Group, the Company UK’s leading Gaseous Energy measurement and control partner the nZero Group will play a key role in the UK’s journey to net zero by enhancing energy security, delivering innovative low-carbon solutions, and strengthening the UK’s global competitiveness while ensuring reliable power and warm homes for all.
Turnover increased by 22% to £15.1m (2023: £12.3m) through the combination of delivering a larger opening order book of £10.1m (Sep22: £6.9m) and the continued investment into green gas and decarbonisation projects coupled with the RIIO2 investment cycle across the gas transmission and distribution networks.
Gross margin increased to 38% (2023: 36%) due to improvements in productivity and economies of scale. Administration expenses were consistent with the prior year.
Operating profit before amortisation, depreciation and interest saw a substantial increase during the year, rising to £1.5m from £0.2m in the previous year. This growth was driven by a combination of higher turnover and improved gross margins. On 30 September 2024 net assets were £8.0m (2023: £5.4m). Cash at bank increased to £4.9m (2023: £3.8m) due to the profit generated in the year.
Impact of Russian Invasion of Ukraine
The Company revenues are primarily earned via UK, Ireland, and Middle Eastern based customers and therefore we have limited exposure directly to the Ukraine, Russia, or Belarus. The sanctions imposed on Russia or Belarus have not had and are not expected to have any direct impact on our business or prospects for the future.
One of the significant impacts of the invasion of Ukraine has been the impact on international natural gas prices and publicised Government policies across Europe with an aim to reduce reliance on imported gas from Russia. This has led to an increase in demand across Europe for engineering capabilities not only for building new LNG terminals across Europe but also Government policies across Europe to reduce the use of fossil fuels in electricity generation and in accelerating a move to new greener technologies to use energy carriers such as low carbon hydrogen and green ammonia.
The other major impact has been on the cost and lead times of materials. Management monitor key material price swings to mitigate margin erosion and thorough contract management to mitigate risk of contractual damages associated with delays.
Solutions
The Company is passionate about innovating the energy system to sustain our way life whilst protecting the planet. This involves solving complex strategic challenges for Energy Producers, Energy Transporters, and Industrial Users across the energy sector bringing together best of breed technology.
The Company continues to be trusted by its customers delivering end to end solutions backed by over 40 years of expertise and thousands of successful projects. Services include consultancy, training, end to end project delivery from concept, design, build, install, commission and 24/7 support & maintenance. Typical gaseous energy measurement solutions include fiscal and non-fiscal metering, gas analysis, pressure control, odorisation and cyber security & digital services. The Groups core markets are Gas Transmission & Distribution, Green Gas (Biomethane) to gas grid, Low Carbon Hydrogen & CCUS and Oil, Gas & Chemical.
Orbital Gas Systems Limited
Strategic report (continued)
For the year ended 30 September 2024
2
Helping our clients to achieve emission reduction goals - Methane Mitigation Technology
Methane emissions, of which c60% comes from human activity, are the second largest contributor to climate change. Whilst methane emissions are 84x more potent than carbon dioxide in terms of contributing to global warming, they don’t last as long in the atmosphere (around 12 yrs) compared to carbon dioxide which can last for centuries. The reduction of methane emissions in the short term is an important part of the plan to combat climate change providing time for solutions to be developed and implemented to reduce carbon dioxide emissions.
Over the last 12 months we have focused on developing our relationships with the following exclusive partners whose technology is complementary to our existing expertise and will help our customers achieve their methane mitigation plans.
Non-venting control valve – exclusive relationship with VRG Controls, a North American based patented technology provider, focused on the reduction of methane emissions across gas distribution networks and gas fired power stations.
Zero Emission Vacuum and Compressor - exclusive relationship with Zevac a North American based patented portable gas and liquid cross-compression equipment easily integrated into operations and maintenance plans as a safe, reliable, and scalable alternative to natural gas venting and NGL flaring.
Teeblender Propane Optimisation - exclusive relationship with Greener Blue a UK patented technology that can dynamically blend biomethane with natural gas, reducing and potentially eliminating the use of Propane enrichment on biomethane gas to grid plants, leading to substantial operational cost savings, whilst improving the overall carbon footprint.
Reduction in fugitive emissions from instrumentation - exclusive relationship with TRACErase a North American based patented technology that uses a catalytic combustion process to oxidize the vented sample whilst maintaining the atmospheric pressure reference. Chemical analysis instruments frequently require a pressure reference to atmospheric pressure for proper operation typically achieved by venting the sample to the atmosphere. These vented samples, generally called fugitive emissions, are air pollutants and contribute to worldwide pollution problem.
Helping our clients to protect against increased cyber security risks
During the year the Company invested in the formation of a Digital Technology Division to focus on supporting its customer base with mitigating and managing cyber risk associated with operational technology deployed on national energy infrastructure assets. The Company is uniquely placed due to its existing relationships, expertise and knowledge of the systems deployed in the field. Turnover from these services is forecast to increase rapidly in the year ending 30 September 2025.
Low Carbon Hydrogen, Carbon Capture, Utilisation and Storage (CCUS)
The Company is part of the nZero Group, which remains at the forefront of the UK’s drive to decarbonise, having first designed, built, and commissioned over six years ago a low carbon hydrogen and natural gas blending system (https://hydeploy.co.uk/). Followed swiftly, by delivering one of the UK’s first hydrogen switching trial using different blends of hydrogen and natural glass to power furnaces at Pilkington Glass, St Helen’s.
An example of a recent project is the H100 first-of-a-kind demonstration plant delivering 100% green hydrogen gas to customers, providing evidence for future low-carbon policy decisions and a clear path towards net zero heating for the UK. The Company has worked alongside another nZero group subsidiary to deliver the design, build and commissioning of the metering, gas analysis, pressure control and odorisation equipment.
The UK Government remains committed to developing the UK’s low carbon hydrogen and CCUS economy as it is considered critical to achieving both energy security and net zero targets.
Orbital Gas Systems Limited
Strategic report (continued)
For the year ended 30 September 2024
3
Turnover is forecast to increase over the foreseeable future across a range of services including consultancy & feed studies, industrial fuel switching trails, blending, and low carbon hydrogen and carbon capture projects.
Green Gas - Biomethane
The Company is one of the UK’s leading providers of specialist grid entry units enabling customers to connect biomethane gas to the UK’s gas network (the “grid”) and we believe renewable gasses are a crucial element to the energy transition. This is especially true for those sectors difficult to decarbonise such as heating and transport – which biomethane is particularly well suited to decarbonise.
Turnover from new biomethane projects is now being delivered via fellow subsidiary Thyson Technology Limited whilst service related revenues continue to be earned from existing customers.
Gas Transmission & Distribution
The Company maintains good working relationships with the UK gas distribution networks and is a key delivery partner on the National Gas Transmission metering and gas quality framework.
Turnover in the year, from this market, increased significantly compared to the prior year. Based on the orderbook, and sales pipeline opportunities turnover is forecast to increase further in the year ending 30 September 2025.
Financial key performance indicators
The Company monitors several KPI’s on a regular basis including Turnover per employee; project margin, sector margin, contribution from third party costs (“Throughput”), productivity, trade debtor and trade creditor days, operating cash flow and sales pipeline conversion. The results of the KPIs are commercially sensitive information and have not been disclosed.
Cyber security
Cyber security remains a significant risk for both the Company and its customer base. The Company continues to invest in its internal infrastructure, employee awareness training and processes with a view to protecting critical systems and sensitive information from digital attacks. The Company continues to work with specialist cyber security organisations for access to best of breed testing software and support and is proactively working with its customers to ensure their infrastructure and assets are adequately protected.
To guard against the most common cyber threats and to demonstrate the Company's commitment to cyber security it has plans to implement the internationally recognised ISO27001 information security management standard which will provide a level of assurance through an independent technical verification. The Company currently maintains the Cyber Essential Plus accreditation.
Research & Development
Investment in research and development remains a key pillar of the Company’s long term strategy to build partnerships with technology companies focused on decarbonisation solutions providing expert practical knowledge and support to help such companies commercialise new technology. During the year the Company continued its investment strategy of research and development expenditure across a variety of novel projects.
Matthew Allen
Director
25 March 2025
Orbital Gas Systems Limited
Directors' report
For the year ended 30 September 2024
4
The directors present their annual report and financial statements for the year ended 30 September 2024.
Principal activities
The principal activity of the Company in the year under review was the design, build, commissioning and maintenance of equipment focused in the measurement and control of gas and liquid properties with a successful track record in the Oil, Gas and Chemical market, UK gas distribution and transmission, injection of renewable biomethane gas into the UK gas grid and the delivery of innovative solutions to decarbonise energy, while supporting customers’ commercial and technological challenges to meet carbon emission reduction targets.
Results and dividends
The results for the year are set out on page 11.
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:
Matthew Allen
Karl Daniel
Nicholas Maguire
Neil Stuchbury
Ian Brown
Financial instruments
Pricing risk
The Company’s cost base and margin may be impacted by fluctuations in freight, energy, labour and other input costs. The Company has a strong commercial focus on procurement. Pricing and cost improvement initiatives are maintained along with ongoing monitoring of the commercial implications of commodity price and other input cost movements.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulties in meeting obligations associated with financial liabilities. The company aims to mitigate liquidity risk by managing the cash generation of its operations with strong focus on cash collection and regular and detailed cashflow forecasting. The business has no material exposure to non-basic financial instruments.
Employee retention and attraction risk
The ability to retain and attract talent is critical to the success of the Company operations. A fundamental pillar of the Company’s strategy is focused on its people with a goal is to become a great place to work, where people feel safe and appreciated, and know they are doing something important and contributing to a net zero future. Under pinning the goal are clear and measurable objectives such as staff turnover to be less than 9.5%. Every day the team continues to work on the individual actions required to deliver the objectives such as regular clear and communication from the top, wellness and team building events, staff surveys, competitive benchmarked remuneration, training and development through the nZero academy and clear succession planning.
Orbital Gas Systems Limited
Directors' report (continued)
For the year ended 30 September 2024
5
Foreign currency risk
The results of operations and financial position are measured using the functional currency of the primary economic environment in which the entity operates. Transactions are conducted in British Pounds, Euros and US Dollars. The company is exposed to exchange rate fluctuations and hence, currency rates changes are monitored to minimize the effect on results of operations.
Credit risk
Credit risk is the risk that customers or counterparties will not be able to meet their obligations to the company. The company has policies aimed at minimising such losses and require that deferred payment terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures.
Regulatory risk
The risk faced by the business is the regulatory risk relating to changes to employment and tax legislation. The company actively engages in the consultation phase of any proposed legislative changes, and positively embraces the final legislation. The company is committed to investing in both the resources and system changes necessary to ensure full compliance with such legislative changes.
Auditor
Saffery LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement 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.
Orbital Gas Systems Limited
Directors' report (continued)
For the year ended 30 September 2024
6
On behalf of the board
Matthew Allen
Director
25 March 2025
Orbital Gas Systems Limited
Independent auditor's report
To the member of Orbital Gas Systems Limited
7
Opinion
We have audited the financial statements of Orbital Gas Systems Limited (the 'company') for the year ended 30 September 2024 which comprise the statement of comprehensive income, the statement of financial position, 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:
give a true and fair view of the state of the company's affairs as at 30 September 2024 and of its profit 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.
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.
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.
Orbital Gas Systems Limited
Independent auditor's report (continued)
To the member of Orbital Gas Systems Limited
8
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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, 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.
Orbital Gas Systems Limited
Independent auditor's report (continued)
To the member of Orbital Gas Systems Limited
9
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.
Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities 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.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Orbital Gas Systems Limited
Independent auditor's report (continued)
To the member of Orbital Gas Systems Limited
10
Simon Kite
Senior Statutory Auditor
For and on behalf of Saffery LLP
25 March 2025
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
Orbital Gas Systems Limited
Statement of comprehensive income
For the year ended 30 September 2024
11
2024
2023
Notes
£000
£000
Turnover
3
15,051
12,318
Cost of sales
(9,377)
(7,921)
Gross profit
5,674
4,397
Administrative expenses
(4,183)
(4,179)
Profit before amortisation, depreciation
1,491
218
and interest
Amortisation
(2)
(3)
Depreciation
(35)
(17)
Operating profit
4
1,454
198
Interest receivable and similar income
7
165
17
Interest payable and similar expenses
8
(16)
-
Profit before taxation
1,603
215
Tax on profit
9
1,012
309
Profit for the financial year
2,615
524
Orbital Gas Systems Limited
Statement of financial position
As at 30 September 2024
12
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Intangible assets
10
3
3
Tangible assets
11
123
59
126
62
Current assets
Stocks
12
120
134
Debtors
13
8,113
6,169
Cash at bank and in hand
4,925
3,826
13,158
10,129
Creditors: amounts falling due within one year
14
(5,136)
(4,645)
Net current assets
8,022
5,484
Total assets less current liabilities
8,148
5,546
Creditors: amounts falling due after more than one year
15
(179)
(192)
Net assets
7,969
5,354
Capital and reserves
Called up share capital
18
11,305
11,305
Revaluation reserve
19
287
287
Capital redemption reserve
20
1
1
Profit and loss reserves
21
(3,624)
(6,239)
Total equity
7,969
5,354
The financial statements were approved by the board of directors and authorised for issue on 25 March 2025 and are signed on its behalf by:
Matthew Allen
Director
Company Registration No. 01868383
Orbital Gas Systems Limited
Statement of changes in equity
For the year ended 30 September 2024
13
Share capital
Revaluation reserve
Capital redemption reserve
Profit and loss reserves
Total
£000
£000
£000
£000
£000
Balance at 1 October 2022
11,305
287
1
(6,763)
4,830
Year ended 30 September 2023:
Profit and total comprehensive income
-
-
-
524
524
Balance at 30 September 2023
11,305
287
1
(6,239)
5,354
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
-
2,615
2,615
Balance at 30 September 2024
11,305
287
1
(3,624)
7,969
Orbital Gas Systems Limited
Notes to the financial statements
For the year ended 30 September 2024
14
1
Accounting policies
Company information
Orbital Gas Systems Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cold Meece, Swynnerton, Near Stone, Staffordshire, United Kingdom, ST15 0QN.
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 £000.
The financial statements have been prepared under the historical cost convention. 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of nZero Group Limited. These consolidated financial statements are available from its registered office, Helix Business Park, New Bridge Road, Ellesmere Port, England, CH65 4LX.
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
1
Accounting policies (continued)
15
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
With a £24.8m order book at 31 December 2024, in addition to: A strong pipeline of new opportunities; the revenue growth expected through National Gas RIIO-2 works and enhancements to existing large National Gas projects; further opportunities with other gas networks; growth of the Service side of the Business’ operations as a result of increasing project completions, and; the medium term opportunities linked to the production, storage and transportation of low carbon Hydrogen, the directors are confident that the business will continue to remain profitable in the foreseeable future and generate positive future cash flows to fully support the asset carrying values.
The directors have prepared a detailed integrated profit and loss account, balance sheet and cashflow forecast and are comfortable with the Group’s position as a going concern. In making their going concern assessment, the directors have considered a period of at least 12 months from the date of signing these financial statements.
1.3
Turnover
Turnover is recognised to the extent that it is probable that the economic benefit will flow to the company and the turnover can be reliably measured. 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.
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.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
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.
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
1
Accounting policies (continued)
16
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:
Licenses
10 years
Software licences
3-5 years
Website
3 years
1.6
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:
Plant and machinery
20% straight line
Fixtures and fittings
10-33% straight line
Motor vehicles
20% 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.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to net realisable value.
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
1
Accounting policies (continued)
17
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.
Work in progress
Work in progress debtors represent the gross unbilled amount for contract work performed to date. They are measured at cost plus profit to date, less a provision for foreseeable losses, and less amounts billed to date. Variations are included in contract revenue when they are reliably measurable and its probable that the customer will approve the variation itself and the revenue arising from the variation. Claims are included in contract revenue only when they are reliably measurable and negations have reached an advanced stage such that it is probable that the customer will accept the claim. Cost includes all expenditure related directly to specific projects.
Construction contract debtors are presented as either work in progress or accrued income on the balance sheet, depending on the stage of completeness, and need to be reviewed conjunctively, from year to year. If payments received from customers exceed the income recognised, then the difference is presented in accruals and deferred income in the balance sheet.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
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 statement of financial position 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.
Basic financial assets
Basic financial assets, which include debtors, 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.
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
1
Accounting policies (continued)
18
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
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.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
1
Accounting policies (continued)
19
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.
Research and development tax credits
The company, in the normal course of business, incurs expenses that are related to research and development and as such attract tax credits from HMRC. These credits are recognised as a credit within the income tax line of the profit and loss in the period in which the claim has been agreed with HMRC, with the remaining unpaid but agreed balance recognised within other debtors.
Where claims are under discussion with HMRC, the credit will be recognised at the point that it is considered that the claim will sufficiently progress so that the asset recognition criteria as set out in FRS102 of virtually certain recovery is met.
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
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.
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
1
Accounting policies (continued)
20
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.
2
Critical accounting 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.
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.
Provision for receivables
The company establishes a provision for receivables for that are estimated not to be recoverable. When assessing recoverability the directors consider factors such as the aging of the receivables, past experience of recoverability, and the credit profiles of individual customers, as described in 1.10.
Valuation of inventory
The company establishes a provision for inventory that is not deemed to be held at the lower of cost and net realisable value. When assessing this the directors consider the recent movement of stock, past experience and future expectations for sale, as described in 1.8.
Determining useful economic lives of tangible fixed assets
The company depreciates tangible fixed assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programme, as described in 1.6.
The judgement is applied by management when determining the residual values of tangible fixed assets. When determining the residual value, management aim to assess the amount that the company would currently obtain for disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices.
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
21
Work in progress
There are a number of assumptions in the calculation of work in progress in respect to construction contract debtors as described in note 1.8.
Deferred tax asset
The company has tax losses of £5,525k (2023: £7,327k), but only recognises a deferred tax asset in respect of these losses to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised. The directors consider that future taxable profits can be reasonably estimated over a period of two years (2023: no deferred tax asset recognised).
3
Turnover
2024
2023
£000
£000
Turnover analysed by class of business
Design, build and commissioning
11,040
8,442
Service, spares and licensed technology sales
4,011
3,876
15,051
12,318
2024
2023
£000
£000
Turnover analysed by geographical market
UK
13,832
10,429
Europe
1,191
1,349
Rest of the world
28
540
15,051
12,318
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£000
£000
Exchange losses
37
20
Depreciation of owned tangible fixed assets
35
17
Amortisation of intangible assets
2
3
Operating lease charges
501
476
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
34
43
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
22
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Operational labour
79
71
Administration & support
21
20
Sales & marketing
6
4
Total
106
95
Their aggregate remuneration comprised:
2024
2023
£000
£000
Wages and salaries
4,268
4,096
Social security costs
494
416
Pension costs
239
222
5,001
4,734
7
Interest receivable and similar income
2024
2023
£000
£000
Interest income
Interest on bank deposits
135
Other interest income
30
17
Total income
165
17
8
Interest payable and similar expenses
2024
2023
£000
£000
Other interest
16
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
23
9
Taxation
2024
2023
£000
£000
Current tax
Adjustments in respect of prior period R&D claims
(272)
Deferred tax
Previously unrecognised tax loss, tax credit or timing difference
(740)
(309)
Total tax credit
(1,012)
(309)
The actual credit for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£000
£000
Profit before taxation
1,603
215
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.00%)
401
47
Tax effect of expenses that are not deductible in determining taxable profit
6
3
Tax effect of income not taxable in determining taxable profit
(8)
(2)
Adjustments in respect of prior period R&D claims
(272)
Group relief
40
Remeasurement of deferred tax for changes in tax rates
19
Deferred tax recognised
(1,179)
(376)
Taxation credit for the year
(1,012)
(309)
With effect from 1 April 2023 the rate of corporation tax increased from 19% to 25%. From the same date a small companies rate of 19% was introduced for companies with profits of £50,000 or less. The main rate of 25% applies to companies with profits over £250,000 and marginal relief applies for profit between the thresholds. The corporation tax liabilities within the financial statements are calculated using these rates.
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
24
10
Intangible fixed assets
Licenses
Software licences
Website
Total
£000
£000
£000
£000
Cost
At 1 October 2023
211
330
5
546
Additions
2
2
Disposals
(22)
(22)
At 30 September 2024
211
310
5
526
Amortisation and impairment
At 1 October 2023
211
330
2
543
Amortisation charged for the year
2
2
Disposals
(22)
(22)
At 30 September 2024
211
308
4
523
Carrying amount
At 30 September 2024
2
1
3
At 30 September 2023
3
3
11
Tangible fixed assets
Plant and machinery
Fixtures and fittings
Motor vehicles
Total
£000
£000
£000
£000
Cost
At 1 October 2023
361
305
666
Additions
24
61
14
99
At 30 September 2024
385
366
14
765
Depreciation and impairment
At 1 October 2023
323
284
607
Depreciation charged in the year
18
15
2
35
At 30 September 2024
341
299
2
642
Carrying amount
At 30 September 2024
44
67
12
123
At 30 September 2023
38
21
59
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
25
12
Stocks
2024
2023
£000
£000
Raw materials and consumables
120
124
Work in progress
-
10
120
134
13
Debtors
2024
2023
Amounts falling due within one year:
£000
£000
Trade debtors
2,409
1,960
Amounts owed by group undertakings
3,658
3,332
Other debtors
6
20
Prepayments
317
283
Accrued income
674
265
7,064
5,860
Deferred tax asset (note 16)
1,049
309
8,113
6,169
14
Creditors: amounts falling due within one year
2024
2023
£000
£000
Trade creditors
1,167
604
Taxation and social security
75
312
Other creditors
305
233
Accruals and deferred income
3,589
3,496
5,136
4,645
15
Creditors: amounts falling due after more than one year
2024
2023
£000
£000
Other creditors
179
192
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
26
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2024
2023
Balances:
£000
£000
Accelerated capital allowances
5
26
Tax losses
1,032
273
Timing differences
12
10
1,049
309
2024
Movements in the year:
£000
Asset at 1 October 2023
(309)
Credit to profit or loss
(740)
Asset at 30 September 2024
(1,049)
An amount of £477k of the above deferred tax asset set out above is expected to reverse within 12 months and relates to losses available to set off against future profits and short term timing differences.
17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
239
222
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.
Contributions totaling £48k (2023: £38k) were payable at the balance sheet date.
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
11,304,668
11,304,668
11,305
11,305
The company has one class of ordinary shares which carry no right to fixed income.
Orbital Gas Systems Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
27
19
Revaluation reserve
2024
2023
£000
£000
At the beginning and end of the year
287
287
20
Capital redemption reserve
2024
2023
£000
£000
At the beginning and end of the year
1
1
21
Profit and loss reserves
2024
2023
£000
£000
At the beginning of the year
(6,239)
(6,763)
Profit for the year
2,615
524
At the end of the year
(3,624)
(6,239)
22
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
£000
£000
Within one year
437
354
Between two and five years
1,222
1,110
In over five years
1,164
1,415
2,823
2,879
23
Ultimate controlling party
The immediate parent company and the ultimate controlling party is considered to be nZero Group Limited, a company incorporated in the United Kingdom. The smallest and largest group in which the results of the company are consolidated are those headed by nZero Group Limited.
No other financial statements include the results of this company. The consolidated financial statements of nZero Group Limited are available to the public and may be obtained from Helix Business Park, New Bridge Road, Ellesmere Port, England, CH65 4LX.
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