Company Registration No. 08619723 (England and Wales)
Thyson Technology Holdings Limited
Annual report and financial statements
for the year ended 30 September 2024
Thyson Technology Holdings Limited
Company information
Director
Matthew Allen
Company number
08619723
Registered office
Helix Business Park
New Bridge Road
Ellesmere Port
England
CH65 4LX
Independent auditor
Saffery LLP
Trinity
16 John Dalton Street
Manchester
M2 6HY
Thyson Technology Holdings Limited
Contents
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 16
Thyson Technology Holdings Limited
Strategic report
For the year ended 30 September 2024
1
The director presents the strategic report for the year ended 30 September 2024.
Fair review of the business
The principal activity of the Company is that of a non-trading intermediary holding company. The strategic report for the Group can be viewed in the consolidated financial statements of nZero Group Limited which are available to the public and may be obtained from Helix Business Park, New Bridge Road, Ellesmere Port, England, CH65 4LX.
Principal risks and uncertainties
The principal risks and uncertainties are detailed in the consolidated financial statements of nZero Group Limited.
Key performance indicators
The key performance indicators of the Group are detailed in the consolidated financial statements of nZero Group Limited. The directors do not consider any additional KPIs for the company to understand the performance of the business.
Matthew Allen
Director
25 March 2025
Thyson Technology Holdings Limited
Director's report
For the year ended 30 September 2024
2
The director presents his annual report and financial statements for the year ended 30 September 2024.
Principal activities
The principal activity of the Company is that of a holding company.
The principal activity of the Group in the year under review was the design, build, commissioning and maintenance of equipment focused in the measurement and control of gas and liquid quality and properties with a successful track record in the Oil, Gas and Chemical market, UK gas distribution networks, 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 the carbon emission reduction targets either they have set themselves or have been set by Government.
Results and dividends
The results for the year are set out on page 8.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Matthew Allen
Auditor
Saffery LLP have expressed their willingness to continue in office.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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. He is 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.
Thyson Technology Holdings Limited
Director's report (continued)
For the year ended 30 September 2024
3
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
Matthew Allen
Director
25 March 2025
Thyson Technology Holdings Limited
Independent auditor's report
To the member of Thyson Technology Holdings Limited
4
Opinion
We have audited the financial statements of Thyson Technology Holdings 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 director's 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 director with respect to going concern are described in the relevant sections of this report.
The director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
Thyson Technology Holdings Limited
Independent auditor's report (continued)
To the member of Thyson Technology Holdings Limited
5
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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's 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 director's 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 director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.
Thyson Technology Holdings Limited
Independent auditor's report (continued)
To the member of Thyson Technology Holdings Limited
6
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 director, 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 director 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.
Thyson Technology Holdings Limited
Independent auditor's report (continued)
To the member of Thyson Technology Holdings Limited
7
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
Thyson Technology Holdings Limited
Statement of comprehensive income
For the year ended 30 September 2024
8
2024
2023
Notes
£000
£000
Profit before taxation
Tax on profit
5
Profit for the financial year
The income statement has been prepared on the basis that all operations are continuing operations.
Thyson Technology Holdings Limited
Statement of financial position
As at 30 September 2024
9
2024
2023
Notes
£000
£000
£000
£000
Fixed assets
Investments
6
4,457
4,457
Current assets
-
-
Creditors: amounts falling due within one year
8
(4,420)
(4,420)
Net current liabilities
(4,420)
(4,420)
Net assets
37
37
Capital and reserves
Called up share capital
10
Share premium account
9
70
70
Profit and loss reserves
11
(33)
(33)
Total equity
37
37
The financial statements were approved and signed by the director and authorised for issue on 25 March 2025.
Matthew Allen
Director
Company Registration No. 08619723
Thyson Technology Holdings Limited
Statement of changes in equity
For the year ended 30 September 2024
10
Share capital
Share premium account
Profit and loss reserves
Total
£000
£000
£000
£000
Balance at 1 October 2022
70
(33)
37
Year ended 30 September 2023:
Profit and total comprehensive income
-
-
Balance at 30 September 2023
70
(33)
37
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
Balance at 30 September 2024
70
(33)
37
Thyson Technology Holdings Limited
Notes to the financial statements
For the year ended 30 September 2024
11
1
Accounting policies
Company information
Thyson Technology Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Helix Business Park, New Bridge Road, Ellesmere Port, England, CH65 4LX.
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, modified to include the revaluation of 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:
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.
Thyson Technology Holdings Limited is a wholly owned subsidiary of nZero Group Limited and the results of Thyson Technology Holdings Limited are included in the consolidated financial statements of nZero Group Limited which are available from Helix Business Park, New Bridge Road, Ellesmere Port, England, CH65 4LX
Thyson Technology Holdings Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
1
Accounting policies (continued)
12
1.2
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
With a £26.3m 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, RIIO-3 FEEDs and RIIO-3 works; 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
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.
1.4
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.
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.
Thyson Technology Holdings Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
1
Accounting policies (continued)
13
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.
1.5
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.
1.6
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.
1.7
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.
Thyson Technology Holdings Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
14
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, management have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability, and, where applicable, the ability of the asset to be operated as planned. There have been no indicators of impairment identified during the current year.
3
Auditor's remuneration
The audit fee is borne by the company's subsidiary Thyson Technology Limited.
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
Thyson Technology Holdings Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
15
5
Taxation
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£000
£000
Profit before taxation
Expected tax charge based on the standard rate of corporation tax in the UK of 0% (2023: 0%)
Taxation charge in the financial statements
-
-
6
Fixed asset investments
2024
2023
Notes
£000
£000
Investments in subsidiaries
7
4,457
4,457
7
Subsidiaries
Details of the company's subsidiaries at 30 September 2024 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Thyson Technology Limited
1
Engineering consultancy
Ordinary
100
-
Registered office addresses (all UK unless otherwise indicated):
1
Helix Business Park, New Bridge Road, Ellesmere Port, England, CH65 4LX
8
Creditors: amounts falling due within one year
2024
2023
£000
£000
Amounts owed to group undertakings
4,409
4,409
Corporation tax
11
11
4,420
4,420
Thyson Technology Holdings Limited
Notes to the financial statements (continued)
For the year ended 30 September 2024
16
9
Share premium account
2024
2023
£000
£000
At the beginning and end of the year
70
70
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium.
10
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Class A ordinary shares of 0.5p each
56,000
56,000
-
-
Class B ordinary shares of 0.5p each
39,000
39,000
-
-
Class C ordinary shares of 0.5p each
3,000
3,000
-
-
Class D ordinary shares of 10p each
100
100
-
-
98,100
98,100
11
Profit and loss reserves
2024
2023
£000
£000
At the beginning and end of the year
(33)
(33)
12
Ultimate controlling party
The company is a subsidiary of 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 group 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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