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COMPANY REGISTRATION NUMBER: 12663240
TechPoint Group Limited
Financial Statements
For the year ended
30 July 2024
TechPoint Group Limited
Financial Statements
Year ended 30 July 2024
Contents
Page
Officers and professional advisers
1
Strategic report
2
Directors' report
4
Directors' responsibilities statement
6
Independent auditor's report to the members
7
Consolidated statement of comprehensive income
12
Consolidated statement of financial position
13
Company statement of financial position
15
Consolidated statement of changes in equity
16
Company statement of changes in equity
17
Consolidated statement of cash flows
18
Notes to the financial statements
20
TechPoint Group Limited
Officers and Professional Advisers
The board of directors
C Brown (Appointed 1 August 2023)
G Mitchell (Resigned 9 April 2024)
J Drake (Appointed 8 January 2024)
P Duffill (Appointed 8 May 2024)
D A Croft
M G Negus (Resigned 8 January 2024)
Registered office
Unit One
Mundford Road Trading Estate
Thetford
IP24 1HX
Auditor
Streets Audit LLP
Chartered accountants & statutory auditor
Enterprise House
38 Tyndall Court
Commerce Road
Lynch Wood
Peterborough
Cambridgeshire
PE2 6LR
TechPoint Group Limited
Strategic Report
Year ended 30 July 2024
Fair Review of the Business The Group was established in June 2019 with the acquisition of TechPoint Supply Chain Solutions. Subsequent acquisitions in 2021 and 2022 expanded our capabilities, with a further complimentary capabilities achieved through our recent acquisition of Gemini Tec Limited in March 2024. Our mission is to leverage the specialised strengths of each Group business to deliver an integrated, value-driven solution for our customers. We are committed to delivering excellence in supply chain optimisation and complex manufacturing, empowering clients with innovation and efficiency at every stage of their journey. The broader electronics market faced significant challenges in 2023/24, including the normalisation of component lead times and widespread overstocking among customers. This has been further exacerbated by economic uncertainty, leading to delayed project commencements and decision-making. Despite these challenges, the Group is well-positioned as a market disruptor. We have continued to invest in key leadership roles and infrastructure to ensure scalability, allowing us to capitalise on market recovery and renewed customer confidence. Principal Risks and Uncertainties Inflation Risk Inflation has increased costs across energy and raw materials. The Directors have proactively managed this risk by optimising procurement strategies, renegotiating supplier contracts, and securing fixed agreements where possible. Our strong supplier relationships and skilled negotiation have enabled us to maintain competitive pricing while ensuring supply chain stability. The effectiveness of this approach is reflected in the Group's gross profit performance, and we continue to monitor and manage these risks through robust procurement and commercial controls. Interest Rate Risk The Group remains exposed to high base rates, increasing borrowing costs. However, as debt is gradually reduced, this risk diminishes. Close cashflow management ensures the Group is well-positioned to meet all interest obligations in full. Liquidity Risk The Group closely monitors its funding requirements to maintain optimal liquidity levels. This ensures sufficient funding for operations while minimising unnecessary borrowing. Foreign Currency Risk Although the Group primarily operates in the UK, it has short-term exposure to foreign currency fluctuations. Where possible, we match foreign currency inflows and outflows to mitigate risk. Additionally, we continuously review sales pricing to respond to any significant exchange rate movements, limiting potential losses. Credit Risk Credit risk primarily arises from trade receivables. To mitigate this, the Group has robust credit management policies, including the use of credit insurance and stringent credit approval processes. Key performance indicators The key financial highlights from the last three years are set out below. The Directors feel that the results are representative of the challenges within the market and that overall the Group still has a strong financial position underpinned by secured funding and cash headroom:
2022 £'000 2023 £'000 2024 £'000
Revenue 31,289 37,826 26,687
Gross Profit 10,059 10,920 9,841
Operating Profit/(Loss) 3,514 1,966 900
EBITDA (pre exceptionals) 5,421 4,251 2,317
Cash Headroom 6,567 3,808 5,624
Although the group has reported a loss for the year the adjusted EBITDA remains positive at £2,317k (2023 £4,251k).
This report was approved by the board of directors on 25 April 2025 and signed on behalf of the board by:
J Drake
Director
Registered office:
Unit One
Mundford Road Trading Estate
Thetford
IP24 1HX
TechPoint Group Limited
Directors' Report
Year ended 30 July 2024
The directors present their report and the financial statements of the group for the year ended 30 July 2024 .
Principal activities
The principal activities of the group during the year were the provision of Electronics Manufacturing Services (EMS) and the design and supply of specialist frequency control products. TechPoint Group Limited is primarily a holding company.
Directors
The directors who served the company during the year were as follows:
D A Croft
C Brown
(Appointed 1 August 2023)
J Drake
(Appointed 8 January 2024)
P Duffill
(Appointed 8 May 2024)
G Mitchell
(Resigned 9 April 2024)
M G Negus
(Resigned 8 January 2024)
Dividends
The directors do not recommend the payment of a dividend.
Disclosure of information in the strategic report
The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 25 April 2025 and signed on behalf of the board by:
J Drake
Director
Registered office:
Unit One
Mundford Road Trading Estate
Thetford
IP24 1HX
TechPoint Group Limited
Directors' Responsibilities Statement
Year ended 30 July 2024
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
TechPoint Group Limited
Independent Auditor's Report to the Members of TechPoint Group Limited
Year ended 30 July 2024
Opinion
We have audited the financial statements of TechPoint Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 July 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 30 July 2024 and of the group's loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and sector in which it operates; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation. - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - enquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Day
(Senior Statutory Auditor)
For and on behalf of
Streets Audit LLP
Chartered accountants & statutory auditor
Enterprise House
38 Tyndall Court
Commerce Road
Lynch Wood
Peterborough
Cambridgeshire
PE2 6LR
28 April 2025
TechPoint Group Limited
Consolidated Statement of Comprehensive Income
Year ended 30 July 2024
2024
2023
(restated)
Note
£
£
Turnover
4
26,687,481
37,825,841
Cost of sales
16,846,706
26,905,859
---------------
---------------
Gross profit
9,840,775
10,919,982
Distribution costs
84,325
140,703
Administrative expenses
10,786,790
9,548,629
Other operating income
5
129,632
735,508
---------------
---------------
Operating (loss)/profit
6
( 900,708)
1,966,158
Other interest receivable and similar income
10
44,215
77,963
Interest payable and similar expenses
11
1,725,234
1,240,366
---------------
---------------
(Loss)/profit before taxation
( 2,581,727)
803,755
Tax on (loss)/profit
12
( 323,748)
600,830
-------------
----------
(Loss)/profit for the financial year and total comprehensive income
( 2,257,979)
202,925
-------------
----------
All the activities of the group are from continuing operations.
TechPoint Group Limited
Consolidated Statement of Financial Position
30 July 2024
2024
2023
(restated)
Note
£
£
Fixed assets
Intangible assets
13
15,466,318
11,983,731
Tangible assets
14
1,652,602
1,522,935
---------------
---------------
17,118,920
13,506,666
Current assets
Stocks
16
2,209,536
4,312,641
Debtors
17
7,264,049
7,309,562
Cash at bank and in hand
3,456,518
960,818
---------------
---------------
12,930,103
12,583,021
Creditors: amounts falling due within one year
18
13,432,887
11,863,188
---------------
---------------
Net current (liabilities)/assets
( 502,784)
719,833
---------------
---------------
Total assets less current liabilities
16,616,136
14,226,499
Creditors: amounts falling due after more than one year
19
15,111,452
10,785,584
Provisions
20
1,144,945
828,240
---------------
---------------
Net assets
359,739
2,612,675
---------------
---------------
Capital and reserves
Called up share capital
25
5,414
4,910
Share premium account
26
48,725
44,186
Profit and loss account
26
305,600
2,563,579
----------
-------------
Shareholders funds
359,739
2,612,675
----------
-------------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
TechPoint Group Limited
Consolidated Statement of Financial Position (continued)
30 July 2024
These financial statements were approved by the board of directors and authorised for issue on 25 April 2025 , and are signed on behalf of the board by:
J Drake
Director
Company registration number: 12663240
TechPoint Group Limited
Company Statement of Financial Position
30 July 2024
2024
2023
Note
£
£
Fixed assets
Investments
15
100
100
Current assets
Debtors
17
53,476
48,996
Creditors: amounts falling due within one year
18
130
693
---------
---------
Net current assets
53,346
48,303
---------
---------
Total assets less current liabilities
53,446
48,403
---------
---------
Capital and reserves
Called up share capital
25
5,414
4,910
Share premium account
26
48,725
44,186
Profit and loss account
26
( 693)
( 693)
---------
---------
Shareholders funds
53,446
48,403
---------
---------
The profit for the financial year of the parent company was £Nil (2023: £ 693 loss).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 25 April 2025 , and are signed on behalf of the board by:
J Drake
Director
Company registration number: 12663240
TechPoint Group Limited
Consolidated Statement of Changes in Equity
Year ended 30 July 2024
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 1 August 2022
4,871
43,841
2,360,654
2,409,366
Profit for the year
202,925
202,925
-------
---------
-------------
-------------
Total comprehensive income for the year
202,925
202,925
Issue of shares
50
345
395
Cancellation of subscribed capital
( 11)
( 11)
-------
---------
-------------
-------------
Total investments by and distributions to owners
39
345
384
At 31 July 2023
4,910
44,186
2,563,579
2,612,675
Loss for the year
( 2,257,979)
( 2,257,979)
-------
---------
-------------
-------------
Total comprehensive income for the year
( 2,257,979)
( 2,257,979)
Issue of shares
504
4,539
5,043
----
-------
----
-------
Total investments by and distributions to owners
504
4,539
5,043
-------
---------
----------
----------
At 30 July 2024
5,414
48,725
305,600
359,739
-------
---------
----------
----------
TechPoint Group Limited
Company Statement of Changes in Equity
Year ended 30 July 2024
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 1 August 2022
4,871
43,841
48,712
Loss for the year
( 693)
( 693)
-------
---------
----
---------
Total comprehensive income for the year
( 693)
( 693)
Issue of shares
50
345
395
Cancellation of subscribed capital
( 11)
( 11)
-------
---------
----
---------
Total investments by and distributions to owners
39
345
384
At 31 July 2023
4,910
44,186
( 693)
48,403
Profit for the year
Issue of shares
504
4,539
5,043
----
-------
----
-------
Total investments by and distributions to owners
504
4,539
5,043
-------
---------
----
---------
At 30 July 2024
5,414
48,725
( 693)
53,446
-------
---------
----
---------
TechPoint Group Limited
Consolidated Statement of Cash Flows
Year ended 30 July 2024
2024
2023
(restated)
£
£
Cash flows from operating activities
(Loss)/profit for the financial year
( 2,257,979)
202,925
Adjustments for:
Depreciation of tangible assets
657,132
711,612
Amortisation of intangible assets
1,871,703
1,440,023
Government grant income
(949)
(12,858)
Other interest receivable and similar income
( 44,215)
( 77,963)
Interest payable and similar expenses
1,725,234
1,240,366
Loss on disposal of tangible assets
1,629
3,332
Tax on profit
( 323,748)
600,830
Accrued expenses
1,211,890
33,411
Changes in:
Stocks
2,103,105
1,350,806
Trade and other debtors
209,006
15,298
Trade and other creditors
1,407,010
( 1,761,784)
Provisions and employee benefits
582,150
562,795
-------------
-------------
Cash generated from operations
7,141,968
4,308,793
Interest paid
( 1,480,139)
( 1,240,366)
Tax paid
( 649,669)
( 568,458)
-------------
-------------
Net cash from operating activities
5,012,160
2,499,969
-------------
-------------
Cash flows from investing activities
Purchase of tangible assets
( 789,098)
( 810,931)
Proceeds from sale of tangible assets
670
181,948
Purchase of intangible assets
( 3,850,284)
Interest received
44,215
77,833
-------------
-------------
Net cash used in investing activities
( 4,594,497)
( 551,150)
-------------
-------------
Cash flows from financing activities
Proceeds from issue of ordinary shares
5,043
Proceeds from borrowings
( 1,443,806)
( 1,946,397)
Government grant income
949
Payments of finance lease liabilities
( 14,521)
Movement in loan notes
3,870,787
(2,092,207)
Movement in invoice discounting advances
(354,936)
786,131
-------------
-------------
Net cash from/(used in) financing activities
2,078,037
( 3,266,994)
-------------
-------------
TechPoint Group Limited
Consolidated Statement of Cash Flows (continued)
Year ended 30 July 2024
2024
2023
(restated)
Note
£
£
Net increase/(decrease) in cash and cash equivalents
2,495,700
( 1,318,175)
Cash and cash equivalents at beginning of year
960,818
2,278,993
-------------
-------------
Cash and cash equivalents at end of year
3,456,518
960,818
-------------
-------------
TechPoint Group Limited
Notes to the Financial Statements
Year ended 30 July 2024
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Unit One, Mundford Road Trading Estate, Thetford, IP24 1HX.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The group has reported a loss for the period and the group balance sheet has seen a decrease in its net asset position at the balance sheet date. In considering the appropriateness of the going concern basis the directors have reviewed the current trading position of the group which continues to deliver positive EBITDA, the order book and sales and cashflow forecasts as well as access to funding. These all indicate the group has the ability to operate within agreed funding facilities and has adequate resources to continue in operational existence for the foreseeable future. As such the group continues to adopt the going concern basis in preparing its financial statements.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of TechPoint Group Limited and all of its subsidiary undertakings.
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Judgements and key sources of estimation uncertainty
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 year in which the estimate is revised where the revision affects any that year, or in the year of the revision and future periods where the revision affects both current and future periods. Key sources of estimation uncertainty The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. 1) Depreciation charge The annual depreciation charge for each class of tangible fixed asset is based on an estimate of the useful economic life of the respective assets. This is reviewed periodically by the directors to ensure that they reflect both the external and internal factors. 2) Amortisation Amortisation is charged to the profit and loss account based on the directors assessment of the useful economic lives of each class and component of purchased intangible fixed assets. 3) Presentation of bank loans Bank loans have been categorised in the financial statements according to the substance and terms of the loans following the waiver of loan covenants at the year end by the group's lenders and subsequent renegotiation of the lending covenants after the balance sheet date. 4) Stock provision The group sells products which are subject to changing consumer demands. As a result it is necessary to consider the recoverability of the cost of the stock and the associated provision required. When calculating the provision, management considers the nature and age of the stock as well as applying assumptions around anticipated saleability of stock. 5) Deferred consideration The directors have included the best estimate of the future estimated and total liability of deferred and earn out consideration of purchased entities following the contractual agreements. 6) Dilapidation provision A provision for dilapidation costs has been included based on the best estimate of costs to be incurred at the end of the lease to reinstate the condition of the company's leased premises. This has been based on third party surveyor reports and discounting to amortised cost applying an appropriate rate. 7) Warranty provision A warranty provision for finished goods is included in the financial statements based on expected returns.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
10% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.
Depreciation
Assets under construction are to be depreciated in line with the estimated useful lives from the date they are brought into use.
Short term leasehold property
-
To break point in the lease
Plant and machinery
-
33% on cost and 25% on reducing balance
Fixtures and fittings
-
25% straight line
Motor vehicles
-
25% straight line
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Stocks
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Government grants
Government grants are recognised using the accrual model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided.
4. Turnover
Turnover arises from:
2024
2023
(restated)
£
£
Sale of goods
26,687,481
37,825,841
---------------
---------------
The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
2024
2023
(restated)
£
£
United Kingdom
21,604,326
28,997,376
Europe
1,128,256
3,718,937
Rest of the World
3,954,899
5,109,528
---------------
---------------
26,687,481
37,825,841
---------------
---------------
5. Other operating income
2024
2023
(restated)
£
£
Government grant income
949
12,858
Other operating income
128,683
722,650
----------
----------
129,632
735,508
----------
----------
Other operating income relates to amounts received in line with settlement agreements in place during the year.
6. Operating profit
Operating profit or loss is stated after charging/crediting:
2024
2023
(restated)
£
£
Amortisation of intangible assets
1,871,703
1,440,023
Depreciation of tangible assets
657,132
711,612
Loss on disposal of tangible assets
1,629
3,332
Impairment of trade debtors
76,149
37,489
Foreign exchange differences
( 10,302)
( 1,939)
Operating lease charges
373,092
577,826
-------------
-------------
7. Auditor's remuneration
2024
2023
(restated)
£
£
Fees payable for the audit of the financial statements
45,525
37,750
---------
---------
Fees payable to the company's auditor and its associates for other services:
Taxation advisory services
12,800
4,500
Other non-audit services
9,750
10,516
---------
---------
22,550
15,016
---------
---------
8. Staff costs
The average number of persons employed by the group during the year, including the directors, amounted to:
2024
2023
No.
No.
Production staff
103
70
Distribution staff
4
4
Administrative staff
81
61
----
----
188
135
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2024
2023
(restated)
£
£
Wages and salaries
6,714,126
5,542,997
Social security costs
686,296
540,831
Other pension costs
243,653
220,128
-------------
-------------
7,644,075
6,303,956
-------------
-------------
9. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
2024
2023
(restated)
£
£
Remuneration
426,761
434,335
Company contributions to defined contribution pension plans
64,653
( 5,782)
----------
----------
491,414
428,553
----------
----------
The number of directors who accrued benefits under company pension plans was as follows:
2024
2023
(restated)
No.
No.
Defined contribution plans
5
3
----
----
Remuneration of the highest paid director in respect of qualifying services:
2024
2023
(restated)
£
£
Aggregate remuneration
133,100
160,700
Company contributions to defined contribution pension plans
51,663
35,067
----------
----------
184,763
195,767
----------
----------
10. Other interest receivable and similar income
2024
2023
(restated)
£
£
Interest on cash and cash equivalents
12,513
Interest on bank deposits
40
Other interest receivable and similar income
44,175
65,450
---------
---------
44,215
77,963
---------
---------
11. Interest payable and similar expenses
2024
2023
(restated)
£
£
Interest on banks loans and overdrafts
1,160,209
1,030,049
Other interest payable and similar charges
565,025
210,317
-------------
-------------
1,725,234
1,240,366
-------------
-------------
12. Tax on profit
Major components of tax (income)/expense
2024
2023
(restated)
£
£
Current tax:
UK current tax expense
345,872
574,039
Adjustments in respect of prior periods
( 203,437)
----------
----------
Total current tax
142,435
574,039
----------
----------
Deferred tax:
Origination and reversal of timing differences
( 466,183)
26,791
----------
----------
Tax on profit
( 323,748)
600,830
----------
----------
Reconciliation of tax (income)/expense
The tax assessed on the (loss)/profit on ordinary activities for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 21 %).
2024
2023
(restated)
£
£
(Loss)/profit on ordinary activities before taxation
( 2,581,727)
803,755
-------------
----------
(Loss)/profit on ordinary activities by rate of tax
( 645,430)
168,757
Effect of expenses not deductible for tax purposes
575,662
256,552
Effect of capital allowances and depreciation
17,486
46,247
Utilisation of tax losses
( 32,319)
164,871
Other adjustments
15,951
6,065
Prior period adjustments
(255,098)
(41,662)
-------------
----------
Tax on profit
( 323,748)
600,830
-------------
----------
13. Intangible assets
Group
Goodwill
£
Cost
At 1 August 2023 (as restated)
15,280,572
Additions
5,354,290
---------------
At 30 July 2024
20,634,862
---------------
Amortisation
At 1 August 2023
3,296,841
Charge for the year
1,871,703
---------------
At 30 July 2024
5,168,544
---------------
Carrying amount
At 30 July 2024
15,466,318
---------------
At 31 July 2023
11,983,731
---------------
The company has no intangible assets.
14. Tangible assets
Group
Short term Leasehold Property
Plant and machinery
Fixtures, fittings and equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 August 2023 (as restated)
434,285
3,601,037
1,483,682
29,590
5,548,594
Additions
349,788
243,741
195,048
521
789,098
Disposals
( 89,380)
( 2,938)
( 92,318)
----------
-------------
-------------
---------
-------------
At 30 July 2024
694,693
3,844,778
1,675,792
30,111
6,245,374
----------
-------------
-------------
---------
-------------
Depreciation
At 1 August 2023
94,095
2,667,422
1,238,455
25,687
4,025,659
Charge for the year
225,765
288,870
138,073
4,424
657,132
Disposals
( 89,380)
( 639)
( 90,019)
----------
-------------
-------------
---------
-------------
At 30 July 2024
230,480
2,956,292
1,375,889
30,111
4,592,772
----------
-------------
-------------
---------
-------------
Carrying amount
At 30 July 2024
464,213
888,486
299,903
1,652,602
----------
-------------
-------------
---------
-------------
At 31 July 2023
340,190
933,615
245,227
3,903
1,522,935
----------
-------------
-------------
---------
-------------
The company has no tangible assets.
15. Investments
The group has no investments.
Company
Shares in group undertakings
£
Cost
At 1 August 2023 as restated and 30 July 2024
100
----
Impairment
At 1 August 2023 as restated and 30 July 2024
----
Carrying amount
At 1 August 2023 and 30 July 2024
100
----
At 31 July 2023
100
----
Subsidiaries, associates and other investments
Details of the investments in which the parent company has an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Pod Midco Limited, Unit 1 Mundford Road Trading Estate, Thetford, IP24 1HX
Ordinary
100
Pod Bidco Limited, Unit 1 Mundford Road Trading Estate, Thetford, IP24 1HX
Ordinary
100
Techpoint Supply Chain Solutions Ltd (formerly Vanilla Electronics Limited), Unit 1 Mundford Road Trading Estate, Thetford, I
Ordinary
100
Bela Electronic Design Holdings Limited, 12-14 Brooklands, Woburn Road Industrial Estate, Kempston, Bedford, MK42 7UH
Ordinary
100
Techpoint Fast Track Solutions Limited (formerly Bela Electronic Designs Limited), 12-14 Brooklands, Woburn Road Industrial E
Ordinary
100
Techpoint Manufacturing Solutions (Melksham) Limited (formerly Interconics limited), Atworth Business Park, Bath Road, Atwort
Ordinary
100
Golledge Electronics Limited, Bull Pen, Eaglewood Park, Ilminster, TA19 9DQ
Ordinary
100
Silverbulb Limited, The Brook Trading Estate, Deadbrook Lane, Aldershot, England, GU12 4XB
Ordinary
100
Gemini Tec Ltd, The Brook Trading Estate, Deadbrook Lane, Aldershot, England, GU12 4XB
Ordinary
100
On 28 March 2024 the group acquired 100% of the issued share capital in Silverbulb Limited and Gemini Tec Limited. The net assets acquired totalled £2.2m and consisted of property, plant and equipment £173k, stocks £234k, debtors of £3.2m cash at bank £1.4m, creditors of £2.3m and provisions of £502k. The book value was considered to equal the fair value of the assets and liabilities acquired. The total consideration for the acquisition was £7.5m and goodwill acquired was £5.4m. Goodwill is being amortised over 10 years. Consideration was satisfied by cash of £3.9m and deferred and earn out consideration of £3.6m.
16. Stocks
Group
Company
2024
2023
2024
2023
(restated)
(restated)
£
£
£
£
Work in progress
863,331
1,353,116
Finished goods and goods for resale
1,346,205
2,959,525
-------------
-------------
----
----
2,209,536
4,312,641
-------------
-------------
----
----
17. Debtors
Group
Company
2024
2023
2024
2023
(restated)
(restated)
£
£
£
£
Trade debtors
5,072,536
6,544,600
Amounts owed by group undertakings
53,444
48,964
Deferred tax asset
163,493
Prepayments and accrued income
323,944
162,467
Corporation tax repayable
859,558
Other debtors
844,518
602,495
32
32
-------------
-------------
---------
---------
7,264,049
7,309,562
53,476
48,996
-------------
-------------
---------
---------
Included in trade debtors are debts which are subject to a financing facility with Investec Bank Limited. The company has received advances against these debts which are included within bank loans.
18. Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
(restated)
(restated)
£
£
£
£
Bank loans and overdrafts
4,336,621
4,271,256
Trade creditors
2,778,812
3,312,320
Amounts owed to group undertakings
119
Accruals and deferred income
1,465,063
524,223
Corporation tax
507,234
11
693
Social security and other taxes
1,528,226
580,479
Other creditors
285,160
171,698
Deferred consideration
3,039,005
2,495,978
---------------
---------------
----
----
13,432,887
11,863,188
130
693
---------------
---------------
----
----
Refer to Note 19 regarding securities held in relation to bank loans.
19. Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
(restated)
(restated)
£
£
£
£
Bank loans and overdrafts
7,330,774
9,094,492
Accruals and deferred income
281,391
62,592
Other creditors
5,499,287
1,628,500
Deferred consideration
2,000,000
---------------
---------------
----
----
15,111,452
10,785,584
---------------
---------------
----
----
The bank loans and overdrafts includes a combined facility agreement with Investec Bank that covers confidential invoice discounting and 3 individual loans totalling £11.67m (2023 - £13.68m). This is all secured over a fixed and floating charge that covers all the property or undertakings of the group. Interest on the loans for the first 6 months is charged at rates 4% to 4.5% over base rate. Thereafter the interest rate ranges from 3.5% to 4.75% over base rate. On the confidential invoice discounting interest is charged at 2.5% over base rate. There is a group guarantee with Investec Bank which covers the following group members, Pod Bidco Limited, Techpoint Supply Chain Solutions Ltd, Techpoint Manufacturing Solutions (Melksham) Limited, Golledge Electronics Limited, Techpoint Fast Track Solutions Limited, Bela Electronic Design Holdings Limited and Gemini Tech Limited.. In addition bank loans and overdrafts after one year includes fixed rate unsecured loan notes at an interest rate of up to 10% repayable on 30 June 2027, the interest only becomes payable when the loans are repaid. Bank loans and overdrafts are categorised as due for payment under the substance of the terms of the loan facilities. At the year end the company was in the process of renegotiating the terms of the loans which have since been agreed.
20. Provisions
Group
Warranties
Deferred tax (note 21)
Dilapidation
Total
£
£
£
£
At 1 August 2023 (as restated)
149,864
265,445
412,931
828,240
Additions
56,319
37,245
534,408
627,972
Charge against provision
( 8,577)
( 302,690)
( 311,267)
----------
----------
----------
-------------
At 30 July 2024
197,606
947,339
1,144,945
----------
----------
----------
-------------
The company does not have any provisions.
21. Deferred tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
2024
2023
2024
2023
(restated)
(restated)
£
£
£
£
Included in debtors (note 17)
163,493
Included in provisions (note 20)
( 265,445)
----------
----------
----
----
163,493
( 265,445)
----------
----------
----
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
2024
2023
2024
2023
(restated)
(restated)
£
£
£
£
Accelerated capital allowances
218,818
269,783
Unused tax losses
( 351,626)
Pension plan obligations
( 30,685)
( 4,338)
----------
----------
----
----
(163,493)
265,445
----------
----------
----
----
The deferred tax asset above is expected to reverse within 12 months and relates to accelerated capital allowances, retirement benefits and other provisions that are expected to reverse within the same period.
22. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 243,653 (2023: £ 220,128 ).
23. Government grants
The amounts recognised in the financial statements for government grants are as follows:
Group
Company
2024
2023
2024
2023
(restated)
(restated)
£
£
£
£
Recognised in other operating income:
Government grants recognised directly in income
949
12,858
----
---------
----
----
24. Prior period adjustments
Prior period adjustments have been included totalling £1,759,934 less corporation tax of £334,388 for dilapidation, warranty and stock provisions.
25. Called up share capital
Issued, called up and fully paid
2024
2023
(restated)
No.
£
No.
£
A Ordinary shares of £ 0.001 each
2,362,385
2,362
2,362,385
2,362
B Ordinary shares of £ 0.001 each
1,952,037
1,952
1,952,037
1,952
C Ordinary shares of £ 0.001 each
544,899
545
544,899
545
D Ordinary shares of £ 0.001 each
50,228
50
50,228
50
E Ordinary shares of £ 0.001 each
504,263
504
-------------
-------
-------------
-------
5,413,812
5,414
4,909,549
4,910
-------------
-------
-------------
-------
The A ordinary shares are irredeemable and have full rights in the company with regards to voting, dividends and capital distribution. The A ordinary shares rank pari passu with any B ordinary and/or C ordinary shares in issue for dividends and capital distribution as if they were a single class of shares. The B ordinary shares are irredeemable and have full rights in the company with regards to voting, dividends and capital distribution. The B ordinary shares rank pari passu with any A ordinary and/or C ordinary shares in issue for dividends and capital distribution as if they were a single class of shares. The C ordinary shares are irredeemable and have full rights in the company with regards to voting, dividends and capital distribution. The C ordinary shares rank pari passu with any A ordinary and/or B ordinary shares in issue for dividends and capital distribution as if they were a single class of shares. The D ordinary shares are irredeemable and have full rights in the company with regards to voting and dividends. On a sale or winding up the proceeds will initially be allocated and distributed amongst the holders of the A, B and C shares only up until the threshold amount and any surplus proceeds will be paid to all shareholders. The E ordinary shares are irredeemable and have full rights in the company with regards to voting and dividends. On a sale or winding up the proceeds will initially be allocated and distributed amongst the holders of the A, B and C shares only up until the first threshold amount with any surplus being allocated and distributed amongst the holders of the A, B, C and D shares up until the second threshold amount and any surplus proceeds will be paid to all shareholders.
26. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Profit and loss account - This reserve records retained earnings and accumulated losses.
27. Analysis of changes in net debt
At 1 Aug 2023
Cash flows
At 30 Jul 2024
£
£
£
Cash at bank and in hand
960,818
2,495,700
3,456,518
Debt due within one year
(4,271,256)
(65,365)
(4,336,621)
Debt due after one year
(9,094,492)
1,763,718
(7,330,774)
---------------
-------------
-------------
( 12,404,930)
4,194,053
( 8,210,877)
---------------
-------------
-------------
28. Capital commitments
Capital expenditure contracted for but not provided for in the financial statements is as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Tangible assets
270,776
----------
----
----
----
TechPoint Group Limited
Notes to the Financial Statements (continued)
Year ended 30 July 2024
29. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
Group
Company
2024
2023
2024
2023
(restated)
(restated)
£
£
£
£
Not later than 1 year
394,277
189,882
Later than 1 year and not later than 5 years
939,302
77,458
Later than 5 years
165,000
-------------
----------
----
----
1,498,579
267,340
-------------
----------
----
----
30. Controlling party
The ultimate parent company is considered to be Literacy Capital PLC a company incorporated in England and Wales.