The directors present the strategic report for the year ended 30 September 2024.
As the 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 20% to £28.5m (2023: £23.7m) through the combination of delivering a larger opening order book of £22.3m (2022: £13.4m) 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 32% (2023: 29%) due to improvements in productivity and economies of scale. Administration expenses in the year increased to £6.6m representing an 8% increase compared to the prior year. The increase in administration expenses related to investment into training, recruitment fees and general inflation across overheads.
Operating profit before amortisation, depreciation and interest saw a substantial increase during the year, rising to £2.6m from £0.9m in the previous year. This growth was driven by a combination of higher turnover and improved gross margins, coupled with a relatively smaller proportional increase in administration expenses.
On 30 September 2024 net assets were £6.1m (2023: £3.5m). Cash at bank increased to £9.2m (2023: £7.0m) due to a combination of the profit generated in the year and positive working capital management.
Impact of Russian Invasion of Ukraine
The Group revenues are primarily earned via UK, Ireland, and Middle Eastern based customers and therefore we have limited exposure directly to 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 Group 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 Group 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.
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 Group invested in the formation of a Digital Technology Division to focus on supporting its customer base by mitigating and managing cyber risk associated with operational technology deployed on national energy infrastructure assets. The Group 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 Group 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.
Recent projects include: (1) H100 a first-of-a-kind demonstration project 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 Group is responsible for the design, build and commissioning of the metering, gas analysis, pressure control and odorisation equipment; (2) Hybay - Working with INEOS Inovyn to design, build and commission an analyser system to measure the low carbon hydrogen being produced by its electrolyser technology is of fuel grade quality for PEM fuel cell road vehicle applications.
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.
There has been a significant increase in opportunities in this sector, resulting in the tripling of turnover in the year. 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 Group 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.
Over the last ten years the Group has built and commissioned over 60 Biomethane to grid entry units, with most units being in full operation flowing gas into the grid daily and being supported and maintained by the Group’s experienced support and maintenance team.
Turnover from new projects increased significantly in the year whilst service revenues continue to grow on the back of adding new customer sites to our expanding 24/7 field service support team.
Biomethane to grid remains a core part of the Government plans to meet carbon reduction targets and following the extension of the UK Government’s subsidy system designed to increase the proportion of green gas in the grid (“Green Gas Support Scheme”). The market is expected to continue its growth trajectory with turnover in the year ending 30 September 2025 expected to increase.
Oil, Gas & Chemical
The Group has a strong presence in the UK Oil, Gas and Chemical industry and maintains a well-established repeat customer base. Turnover from this sector remained relatively flat compared to the prior year which is consistent with crude oil prices which despite some volatility, have maintained a relatively stable trajectory over the past year. Turnover for analyser and sample systems is forecast to remain stable in the year ending 30 September 2025. The relationships maintained by the Group across this sector has positively contributed to the Group’s turnover growth being experienced in the low carbon Hydrogen and CCUS market.
Gas Transmission & Distribution
The Group 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.
The Group 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 Group and its customer base. The Group 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 Group 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 Group’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.
Investment in research and development remains a key pillar of the Group’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 Group continued its investment strategy of research and development expenditure across a variety of novel projects.
The nZero Group remains committed to reducing its environmental footprint, creating a positive social impact, and operating it's business in a responsible manner.
This ESG disclosure aims to provide transparency and insight into our ongoing efforts to create long-term value for our stakeholders while minimising our environmental impact, prioritising social well-being, and maintaining strong governance practices. We encourage our stakeholders to review this disclosure and provide us with feedback as we continue our sustainability journey.
Our ESG commitments are embedded in the nZero Purpose, Mission, and Values.
Our Purpose
Is to innovate the energy system to sustain our way of life whilst protecting our planet.
Our Mission
Over the next decade, the 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 by solving complex strategic challenges for energy Producers, Transporters and Industrial users across the energy sector bringing together new and existing technologies.
Our Values
The values below represent the feelings we want to create across all touch points of the business whether its employees, their family and friends, customers, partners, suppliers, local communities, and other stakeholders.
Safety
Safety is at the heart of everything we do. Given the hazardous environments we often work in, we prioritise comprehensive training, reliable equipment, and strict adherence to policies, to ensure full compliance with all regulations. Above all, our goal is to make sure everyone returns home safely at the end of the working day.
Service
We treat our colleagues, our customers, our partners how we want to be treated, continuously striving to provide outstanding service levels with honesty, positivity, responsiveness, and excellent communication that creates positive lasting relationships.
Success
Success has many definitions, and we will always strive to achieve it not just for our business, but for our people in their careers, life, and health, and for our customers, partners, and shareholders.
Sustainability
Building a resilient business, looking after our environment, helping our customers, partners and stakeholders build a long-term successful future.
Strength
Our solutions are all borne of our amazing people. Coaching and developing talent who work with pride, confidence, discipline, and determination staying at the forefront of technology across national energy infrastructure, raising industry standards and expectations, whilst pushing boundaries.
Environmental Performance
We manage the environmental impacts of our operations through our Environmental Policy. The Environmental Policy sets out our commitment to identifying and managing our environmental risks; providing employees with relevant resources and training; reducing waste and resource use wherever possible; protecting the environment and preventing pollution; and complying with all applicable environmental legislation, codes of practice and any other compliance obligations.
Our environmental management system is delivered in accordance with ISO 14001:2015. The system is regularly audited for compliance both internally and by third-party auditors form a UKAS-accredited body.
The nZero Group manufacturing processes are not energy intensive and very rarely involve toxic materials. However they do require the use of various forms of gases, such as natural gas, helium, and nitrogen for testing and purging purposes of analytical equipment. The quantity of test gas being used is now being monitored with a view to establishing its carbon footprint to enable future reduction targets to be set as part of our ESG strategy.
Over the past few years, we have made significant strides towards reducing our carbon footprint through the following:
Procurement of electricity sourced from renewables verified by the Carbon Trust;
Energy efficient lighting installed throughout the facilities;
The Ellesmere Port facility benefits from solar panels on the roof;
Continual renewal of the Group fleet to lower emission vehicles;
Partnering with Suppliers to reduce packaging waste i.e. utilising Linbin deliveries with their subsequent collection on next delivery and reuse;
Partnering with a reputable waste collection company and separating waste streams, has resulted on close to zero waste to landfill;
Monthly monitoring of water, electricity, and gas consumption – to mitigate excessive use and potential waste e.g. leaks.
Our key environmental metrics include:
Carbon footprint (tCO2e) | FY24 | FY23 |
Combustion of gas & fuel consumption (Scope 1) | 233 | 227 |
Electricity (Scope 2) | 80 | 68 |
Scope 3 | 556 | 476 |
Total | 869 | 772 |
Turnover (£’000) | 28,517 | 23,738 |
Intensity ratio (tCO2e/£100,000 turnover) | 0.06 | 0.06 |
Energy Consumption | FY24 | FY23 |
Natural gas (kWh) | 223,496 | 257,575 |
Electricity (kWh) | 386,758 | 329,933 |
Diesel (mileage) – vehicle fleet | 814,730 | 764,833 |
Notes:
Our footprint was calculated using the methodologies set out in the GHG Protocol Corporate Accounting and Reporting Standard.
In the calculation and preparation of our carbon footprint we have considered several relevant sources, including the 2021 and 2022 Government GHG Conversion Factors for Company Reporting, published by the UK Government
Electricity and Natural gas consumption figures cover our two subsidiaries Thyson Technology Limited and Orbital Gas Systems Limited. Where consumption data was unavailable, estimates were made based on spend, historical consumption and property averages.
Diesel consumption has been estimated based on vehicle mileage.
Scope 1 emissions are derived from natural gas heating our facilities and fuel consumption within our vehicle fleet.
Scope 2 emissions are derived from electricity consumed by our facilities.
Scope 3 categories included in this calculation include fuel and energy related activities such as water use, business travel and employee commuting based upon reasonable assumptions.
Social Performance
Meeting our social commitments is something we feel very strongly about, especially giving back, corporate social responsibility, creating an inclusive and safe environment for all our colleagues and continuously improving a great customer experience.
Health and safety
To ensure we keep everyone safe, our health and safety management system is delivered in accordance with ISO 14001:2015 and ISO 145001:2018. The system is regularly audited for compliance both internally and by third-party auditors from a UKAS-accredited body.
Management of health and safety is led by the Board, which sets our health and safety objectives and the framework for monitoring performance and compliance. The Board reviews health and safety performance at each board meeting including incidents, RIDDOR and near misses. Training is provided to all employees, as well as targeted training on specific topics being delivered via a range of methods, including toolbox talks, e-learning, classroom sessions.
Near Misses, Incidents, Accidents & RIDDOR | FY24 | FY23 |
Near miss | 7 | 14 |
Incidents | 2 | 5 |
Accidents | 0 | 0 |
RIDDOR | 0 | 0 |
Number of working hours | 380,837 | 323,750 |
Near miss/Incident/Accident/RIDDOR ratio of working hours | 0.002% | 0.006% |
Note: The data provided is for calendar years.
Employee well-being
The ability to retain and attract talent is critical to our success. A fundamental pillar of the Group’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.
Diversity and inclusion
Attracting, retaining, and supporting employees from diverse backgrounds helps our business better reflect and understand the customers we serve, and the local communities where our engineering and manufacturing operations are based. It reduces risk, facilitates employee retention and wellbeing, and promotes wider social equality and mobility. Our Equal Opportunity Bullying and Harassment Policy sets out our commitment to promoting equality of opportunity for all staff and job applicants. We aim to create a working environment in which everyone can make the best use of their skills, free from discrimination or harassment, and in which decisions are based on merit.
Customer relationships
Keeping our customers safe and satisfied is critical for the success of our business. As we design and manufacture products within hazardous areas, there are inevitable risks associated with the possible malfunctioning of our products. We take every possible step to ensure the quality of our products and to maintain the quality of our customer relationships through ongoing engagement.
Quality control is at the core of our product manufacturing. In addition to the health and safety management systems outlined above, we operate management systems in accordance with ISO 9001:2015. We conduct risk assessments for the full life cycle of all our products. We implement a stage-gate process at the design stage of our products, with line manager sign-off required at each stage to minimise the risk of error. Once products are manufactured, we conduct Factory Acceptance Testing on all equipment before shipment. We then conduct additional Site Acceptance Testing with customer oversight in the field to further reduce the risk of any malfunction. Once our systems are on site, we solicit ongoing feedback from customers, through channels including an online incident reporting system and our dedicated 24/7 support centre. Customer feedback is built into the ‘lessons learnt’ process within our quality system and used to identify areas for further improvement.
Our Safety, Health, Environment and Quality Manager is responsible for quality control and the system is regularly audited for compliance both internally and by third-party auditors from a UKAS-accredited body. To monitor the implementation of our procedures, we collect data on non-conformances and hold regular meetings to review actions to ensure continuous improvement across the business.
Community engagement
We want the communities where we are located to thrive, economically and socially. We actively engage with local schools, colleges and universities providing opportunities for work experience students, in addition to providing apprenticeships across a variety of roles within the Group.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 September 2024.
The results for the year are set out on page 17.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Group’s cost base and margin may be impacted by fluctuations in freight, energy, labour and other input costs. The Group 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 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.
The ability to retain and attract talent is critical to the success of the Group operations. A fundamental pillar of the Group’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.
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 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.
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.
Saffery LLP were appointed as auditor to the group 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.
We have audited the financial statements of nZero Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the 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.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
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.
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 group and parent 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 group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.
Laws and regulations of direct significance in the context of the group and parent 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 group and parent company financial statement disclosures. We reviewed the parent 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 parent 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.
As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.
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.
Use of our report
This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company's members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £438k (2023 - £309k loss as restated).
nZero Group Limited (“the company”) 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.
The group consists of nZero Group Limited and all of its subsidiaries.
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.
The 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 for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
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’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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 consolidated group financial statements consist of the financial statements of the parent company nZero Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group 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 £51.1m order book at 31 December 2024, in addition to: A strong pipeline of new opportunities; the revenue growth expected through RIIO-2 projects and RIIO-3 FEED studies and the 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.
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 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.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all the expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if certain specific criteria are met in order to demonstrate the asset will produce probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are then amortised on a straight line basis over their useful economic lives which range from 3 to 6 years.
If it is not possible to distinguish between the research and development phases of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Software development costs
Expenditure on development activities is capitalised if the process is technically and commercially feasible and the group has sufficient resources to complete development. The expenditure capitalised includes the cost of materials and direct labour. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses, and is written off over 5 years on a straight line basis.
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 recognised in the income statement.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group after deducting all of its 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
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.
Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
In the application of the group’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.
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.
The group 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.
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.
The group 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 programmes.
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 group 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.
There are a number of assumptions in the calculation of work in progress in respect to construction contract debtors as described in note 1.11.
Management have prepared forecasts for the group to September 2027, which show that EBITDA is expected to grow and ultimately exceed £5m, as a result of a number of new contract wins in the medium term, and as such the carrying value of associated assets are supported during this period.
However, should forecasts not be realised, then the need for additional impairment would have to be considered. Post year end trading is broadly in line with forecast figures.
Deferred tax asset
The group has combined tax losses of £5,525k (2023: £7,667k), 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.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2023 - 5).
The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
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.
Details of the company's subsidiaries at 30 September 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The investments in subsidiaries are measured at cost.
Each subsidiary referenced in this note are consolidated in these financial statements.
Financial assets measured at amortised cost comprise trade and other debtors and amounts owed by group undertakings.
Financial assets measured at fair value through profit and loss comprise cash at bank and in hand.
Financial liabilities measured at amortised cost comprise amounts owed to group undertakings, trade and other creditors, bank loans, loan notes, and proceeds of factored debts.
The loan notes are secured by a debenture over all assets held by the subsidiaries.
Interest on the loan notes accrues on the principal amount at a fixed rate of 8% per annum, and they are repayable at a 200% premium. Under the amortised cost method, interest accrued in the year amounted to £255k (2023 restated - £226k). The loan notes, and associated redemption premium and accrued interest, were repaid in full during the year, amounting to £964k.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset above is expected to partially reverse by £303k in 12 months, and relates to the accelerated capital allowances that are expected to mature within the same period, losses available to set off against future profits and short term timing differences.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Contributions totalling £73k were payable at the year end (2023: £56k).
The holders of each class of ordinary shares are entitled to receive dividends and to one vote per share at general meetings of the company.
Share premium represents any premiums received on the issue of new share capital. Any associated issue costs are deducted from the share premium.
Capital redemption reserve represents shares which have been redeemed by the company.
Retained earnings represents the cumulative profits and losses of the group.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
During the year loan notes which were in issue to a majority shareholder, for an original principal amount of £300k were repaid in full. The redemption payment including interest accrued on the loan notes amounted to £964k.
The restatement in the prior year is in respect of a change in the accounting treatment of the redemption payment in respect of the debentures. The value of the redemption payment is now spread over the life of the loan, rather than being charged to the income statement in the year of redemption, resulting in a change to the previously reported interest, net profit for the year and the creditors due less than one year.
There is no effect on EBITDA in either period and no effect on the net assets as at 30 September 2024 as a result of this adjustment.