23 January 2025
Nexus
Infrastructure plc
("Nexus",
the "Company" or the "Group")
Preliminary unaudited results
for the year ended 30 September 2024
Steady performance despite industry
headwinds
Nexus Infrastructure plc
(AIM:NEXS), a leading provider of essential infrastructure
solutions, announces its preliminary unaudited results for the year
ended 30 September 2024 ("FY24"). The Company will publish its
audited results, alongside its annual report and accounts, and
notice of annual general meeting, in due course.
Commenting on the year in review,
Charles Sweeney, Chief Executive
Officer of Nexus, said:
"FY24 has been a year of progress for Nexus Infrastructure,
demonstrating resilience in a challenging market.
We have focussed
on delivering on our core strategic objectives and have seen
progression across all, strengthening our foundations and
positioning us well for future growth.
"The significant improvements in Tamdown's margins and the
expansion of our order book reflect the hard work and operational
discipline of the team. Looking ahead, we're excited about the
opportunities presented by our recent acquisition of Coleman
Construction & Utilities, which opens new high-potential
sectors. With momentum building and a more positive outlook for the
housing sector recovery, we are optimistic about the year ahead and
confident in our continued success."
Financial summary
|
·
|
Revenue in line with market
expectations at £56.7m (2023: £88.7m), reflecting subdued market
conditions in the housebuilding sector.
|
|
·
|
Order book at the year-end grew to
£51.6m (2023: £46.0m) despite weakness in the housebuilding
market.
|
|
·
|
Operating
loss of £2.2m (2023: £8.4m loss) including
exceptional items of £0.3m (2023: £0.6m).
|
|
·
|
Strong balance sheet with the
Group's cash at £12.8m (2023: £14.6m), positioning the Group for
the market upturn.
|
|
·
|
Net assets robust at £30.0m (2023:
£33.0m).
|
|
·
|
Loss per share (basic) of 30.6p
(FY 2023: earnings 239.0p (including the sale of TriConnex and
eSmart Networks and the return of capital to shareholders), FY
2023: loss per share from continuing operations (basic) of
34.52p).
|
|
·
|
Proposed final dividend of 2.0p, a
total of 3.0p for the year. Dividend level maintained to continue
returning value to shareholders (2023: 3.0p).
|
Strategic highlights
|
·
|
Strengthened and expanded
relationships with national housing developers on large multi-phase
schemes, often lasting between five and 10 years.
|
|
·
|
Focused on operational discipline
and management of costs at Tamdown, whilst maintaining high quality
customer service, resulting in significant improvement in Tamdown's
gross margins.
|
|
·
|
Post-period acquisition of Coleman
Construction & Utilities Limited ("Coleman") delivers on a key
strategic pillar and diversifies the Group into water, rail,
highways, rivers & marine sectors.
|
Outlook for FY25 and
beyond
The UK housebuilding sector,
benefitting from the Government's initiatives to resolve the
long-term undersupply of new homes, is poised for recovery. Tamdown
has continued to focus on growing customer relationships, building
on its existing reputation for high quality service, driven by its
experience in the delivery of multi-phase, complex projects. The
Board is therefore confident that Tamdown is well placed to take
advantage of the market upturn.
The addition of Coleman to the Group
post-period opens new doors to new high-potential sectors that
complement Nexus' expertise. By delivering on the strategy to
diversify, the acquisition eases Nexus' reliance on the typically
cyclical housing market, and introduces Nexus to new, resilient,
high growth infrastructure sectors.
The Board will continue to review
further diversification options in FY25.
For
more information, please contact:
|
Nexus Infrastructure plc
|
via Alma
|
|
Charles Sweeney, Chief Executive
Officer
|
nexus@almastrategic.com
|
|
Dawn Hillman, Chief Financial
Officer
|
|
|
|
|
|
Zeus (Nominated Adviser and Sole Broker)
|
Tel: 020 3829 5000
|
|
Hugh Morgan, James Hornigold
(Investment Banking)
|
|
|
Dominic King (Corporate
Broking)
|
|
|
|
|
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Alma Strategic Communications
|
Tel: 0203 405 0205
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Justine James
|
nexus@almastrategic.com
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Hannah Campbell
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Will Merison
|
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Notes to Editors
Nexus is a leading provider of civil
engineering infrastructure solutions through its two subsidiaries:
Tamdown Group Limited ("Tamdown") and Coleman Construction &
Utilities Limited ("Coleman").
Tamdown provides a range of civil
engineering and infrastructure solutions to the UK housebuilding
sector, with operations focused on the South-East of England and
London. It has an established market-leading position, having been
in operation for over 48 years.
Coleman delivers civil engineering
and building projects in the water, rail, highways and rivers &
marine sectors. Since its foundation in 2000, the business has
grown based on a reputation for quality of service and customer
satisfaction.
www.nexus-infrastructure.com
Chairman's statement
Overview of the year
The Group delivered a steady overall
performance in FY24, despite the ongoing macroeconomic and
housebuilding industry headwinds. With conditions expected to
improve in 2025, the Group has worked hard to position itself for
the market upturn which, alongside diversification into further
sectors of critical UK infrastructure, provides the Board with
confidence for the year ahead.
We have maintained our close
relationships with our loyal and long-standing customer base and
are proud of the high levels of service that we have delivered to
our clients. As ever, Tamdown continues to be recognised for its
reliability and experience in the delivery of complex, multi-phase
developments, ensuring we remain well placed to win new
contracts.
The Board is confident that a
recovery in the housebuilding sector is expected. Spurred on by the
change in government and the easing of wider economic pressures,
Tamdown is well positioned to capitalise on this
recovery.
Post-period end, the acquisition of
Coleman marks an exciting moment in the evolution of Nexus,
strengthening the Group by introducing new, growing, and less
cyclical sectors. The acquisition, which delivers on a key aspect
of our growth strategy, further cements our confidence in the year
ahead.
Board and employees
In August, after 30 years of
dedicated service, Mike Morris stepped down from the Board. We
thank Mike for all his dedication and contribution to the business
over such a long length of time and wish him all the best with his
future endeavours.
A key factor in Nexus' success
continues to be our team of skilled, driven and dedicated employees
working across the Group. We remain committed to aiding the
professional growth of our workforce and ensuring Nexus remains a
platform for successful career
development.
Dividend
Nexus continues to operate with a
robust balance sheet, with net cash of £12.8m at year-end. The
Board intends to recommend the payment of a final dividend of 2p
per share in line with FY23. This gives a full year dividend
of 3p per share.
Stakeholder engagement
The Board recognises the importance
of stakeholder engagement to the long-term success and
sustainability of our business. The Group is committed to
developing effective dialogue and relationships with all
stakeholder groups and the Board continually develops our business
using learnings from these interactions.
We remain focused on our mission to
be recognised as the leading provider of essential infrastructure
solutions in the UK, by delivering outstanding performance through
a focus on delivery, customer service and
diversification.
Sustainability
At the heart of our purpose,
Building Bright Futures, is a commitment to sustainability - for
our people, communities, and the planet. Nexus and our people
continue to challenge assumptions across our operations and find
better ways to ensure quality delivery while also improving our
sustainability as a business.
Our dedication to Health &
Safety was recognised by the Royal Society for the Prevention of
Accidents (RoSPA) with Tamdown receiving its
15th consecutive Gold Award resulting in an Order of
Distinction Award. Phase 2 of Tamdown's Behavioural Safety
Programme began in May 2024 and was well received by both employees
and customers.
Development of all our staff is
important to us and during the year we supported the Tamdown
Finance Director to achieve Chartered Director status and our site
managers to enhance their IT skills.
We continued our wellbeing
initiatives to support our people, as well as our volunteering
scheme and fundraising efforts to support the communities we
operate within.
We see sustainability as a journey
for our business alongside our customers and suppliers, and it is a
journey we are fully committed to.
Summary and outlook
Despite a challenging backdrop
across the UK housing market, the Group delivered a good
performance in FY24, working hard to strengthen margins and
maintain a strong balance sheet. It is pleasing to see the progress
that has been made on delivering on our strategic
objectives.
We look to the year ahead with
belief that a recovery in the housebuilding sector is on the
horizon and, when market confidence returns, Tamdown is well poised
to benefit, spurred on by the government's ambitious housebuilding
targets.
Post period, the acquisition of
Coleman provides further confidence in the outlook for Nexus,
presenting an expanding opportunity for the Group, through
diversification, and we look forward to seeing the positive impact
it will have on Nexus in the years ahead
Richard Kilner
Non-Executive Chairman
CEO
Statement
Overview
In FY24, we took positive steps in
our strategic objectives, despite a challenging market backdrop.
Our primary focus has been on three key areas: to grow with our
customers, to expand our market, and to strengthen financial
delivery. In all areas it is pleasing to see that we made
meaningful progress.
Whilst the pace of the recovery of
the housebuilding sector has been slower than we anticipated, there
are signs that momentum is once again building, catalysed by the
change in government and macroeconomic improvements. We remain
confident that a significant recovery in the housebuilding sector
is inevitable, and Tamdown will be well placed to capitalise on the
upturn when it happens.
During the year, Tamdown continued
to focus on operating discipline and the management of costs whilst
delivering a high-quality service to its clients. The team's hard
work and innovative thinking further improved productivity,
resulting in a strengthening of gross margins of 13.7% (2023: 5.8%)
despite market pressures. The business remains well positioned for
growth, with an order book of £51.6m (2023:
£46.0m) at year-end. Post-period end, Tamdown was awarded further
work with a total value of £15.9m.
Overall, Group revenues for FY24
were £56.7m (2023: £88.7m) with a reduced operating loss of £2.2m
(2023: loss of £8.4m) including exceptional items of £0.3m (2023:
£0.6m).
Nexus has a robust balance sheet
with cash and cash equivalents of £12.8m at the FY24 year end
(2023: £14.6m).
Post year end, Nexus acquired
Coleman Construction & Utilities Limited (Coleman),
a civil engineering & construction business
with experience in several key sectors including water, rail,
highways, and rivers and marine, for an
initial cash consideration of £3.08m on a cash and debt free basis
(total aggregate consideration of up to £5.38m over two
years). Expanding the Group's market
through diversification has been a key pillar of Nexus' strategy
and the acquisition of Coleman will provide future growth
opportunities outside of the Group's existing core sector of
residential housebuilding. Coleman offers services in sectors which
are critical to the UK's national infrastructure, driven by climate
change, environment protection, and shifts in societal needs. These
sectors have multi-decade horizons and are largely unaffected by
short-term economic pressures.
Strategy
Nexus made progress on its core
strategic objectives in the year, all of which will bring benefits
to the Group in the years ahead:
Growing With Our Customers
Through quality of service and
attention to detail, we have continued to grow relationships with
the national housing developers on large multi-phase schemes which
often last between five and ten years. Examples include
developments for the UK's largest housebuilders, such as Taylor
Wimpey, Bellway, Vistry and Persimmon.
Expanding Our Market
Post-period we completed the
acquisition of Coleman Construction & Utilities Limited. The
acquisition introduces Nexus to new high potential sectors,
including water, rail, highways, and rivers and marine, which are
less exposed to short-term economic pressures. Many of Coleman's
projects are related to long-term frameworks, such as the AMP
programmes (Asset Management Periods) in the water sector. Nexus
will support Coleman in enhancing and expanding its operations. The
Group will continue to review other diversification options and
will evaluate future opportunities in a considered
manner.
Focus on Financial Delivery
Despite the prevailing difficult
conditions in the housebuilding sector during FY24,
Tamdown continued to focus on operating discipline
and the management of costs whilst delivering a high-quality
service to its customers. This resulted in
a significant improvement to Tamdown's gross margins (as noted
below) and the business is now well placed to benefit from the
widely-expected upturn in the housebuilding sector.
Operational update: Tamdown
Tamdown provides a range of
essential civil engineering and infrastructure solutions to the UK
housebuilding sector. These services include earthworks, building
highways, substructures and basements, and installing sustainable
drainage systems. It has an established market-leading position
having been in operation for over 48 years. It is particularly
recognised for its experience and capabilities in the safe delivery
of large, complex, multi-phase developments. It has a strong brand
and a loyal customer base.
Health and safety is given the
highest priority. Systems and procedures are regularly reviewed, to
ensure they are robust and compliant whilst easy to follow. The
competency, awareness and behaviours of individuals are enhanced
through training and development programmes.
Tamdown's health and safety
performance was recognised by the Royal Society for the Prevention
of Accidents (RoSPA), receiving a Gold Award for the 15th
consecutive year, together with the RoSPA President's
Award.
Tamdown's Accident Incidence Rate
(AIR) for the year was 215 (2023: 122). By comparison, the Health
and Safety Executive's figures, published in November 2024, stated
that the equivalent average for the UK construction industry
overall in 2023/24 was 306 (2023: 296).
Tamdown paid particular attention to
operating discipline and the management of costs in parallel to
maintaining high levels of customer service. Example initiatives
include an improvement in planning and resource forecasting, the
use of systems to efficiently manage workforce training records and
the introduction of vehicle telematics to help driver awareness and
reduce environmental impacts.
In combination, these and other
initiatives resulted in a strengthening of gross margins to 13.7%
(2023: 5.8%).
During the year, Tamdown secured new
work from several major developers. At year end Tamdown's order
book was £51.6m, (2023: £46.0m), a 12% increase on the previous
year. Post-period end Tamdown was awarded new work with a
total value of £15.9m.
People
In August, Mike Morris stepped down
from the Board after more than 30 years. On behalf of everyone
across the Group, I thank Mike for his leadership, support and for
his considerable contribution to the evolution and success of the
business. We all wish Mike the very best for the future.
I extend a warm welcome to those new
colleagues who joined the Group over the past year. I look forward
to working with you as we continue to build for the
future.
Market update and outlook
It was a challenging year for the UK
housing market, with the rate of recovery in the housebuilding
sector slower than anticipated. However, the wider macroeconomic
pressures which have been affecting the sector for so long have
begun to abate and this, coupled with the promises of support made
by Government, have improved sector confidence in a market recovery
during in 2025.
The acquisition of Coleman
post-period end means Nexus will in the future be less exposed to
the cyclical pressures of a single market sector and will have
opportunities to be involved in other sectors key to UK
national infrastructure. These sectors have fundamental drivers
such as climate change, environment protection, shifts in societal
needs, and improvements to energy security, and therefore are less
vulnerable to short-term economic fluctuations.
Finally, I would like to extend my
gratitude to each and every team member across Nexus for the
dedication, hard work and resilience shown during a challenging
year. There is much to look forward to as a result of your efforts
- so, thank you for all that you have done.
Charles Sweeney
Chief Executive Officer
CFO
REVIEW
I am pleased to report that FY24
delivered an improved financial performance with an increase in the
gross profit margin and reduced overheads, resulting in a reduction
in the loss. Whilst there was a significant reduction in revenue,
due to the continued challenging conditions in the housing market,
the improvement in these key financial metrics places Tamdown in a
good position to benefit from the anticipated recovery in the
housing market. The acquisition of Coleman in October 2024, expands
our markets providing new revenue streams and enhancing value for
the Group.
Our continued strong positive cash
position and balance sheet means the board is recommending a final
dividend payment of 2.0p per share, in line with 2023.
Revenue £56.7m -36%
|
2024
|
56.7
|
|
2023
|
88.7
|
|
2022
|
98.4
|
Revenue and revenue growth track our
performance against our strategic aim to grow the Group
through supporting our customers and expanding our
markets.
Revenue in FY24 comes from the
residential housebuilding sector and totalled £56.7m. The year was
impacted by the low levels of houses being built with the pace of
recovery not happening as markets had expected. The uncertainty
created by the general election and slower than expected reduction
in interest rates were contributing factors affecting consumer
confidence and affordability of buying a house.
Additional revenue of £1.8m came
from the settlement of a claim against a supplier for damages
caused by the supply of faulty services.
Gross Profit £7.7m +30.5%
|
2024
|
7.7
|
|
2023
|
5.9
|
|
2022
|
9.9
|
Gross profit increased by
30.5% including the
one-off claim of £1.8m. Underlying gross profit from housebuilding
activities was £7.7m (FY 2023: £5.9m). The housebuilding gross
margin was 13.7%. This is a further increase from the half year
gross margin (H1 2024 : 13.5%) for Tamdown and demonstrates the
continuing improvement in delivery. Costs have been tightly
controlled with further cost saving measures being
implemented.
For broader context, the comparative
2023 margin was impacted by ilke Homes going into administration
and the associated write-off.
Loss before tax and exceptionals -£2.2m
|
2024
|
(2.2)
|
|
2023
|
(7.7)
|
|
2022
|
(0.3)
|
The loss before tax (excluding
exceptionals) was £2.5m (FY 2023 £7.9m). Exceptionals of £0.3m (FY
2023: £0.6m) related to a further cost cutting exercise carried out
during the year. The improvement in the gross margin contributed to
the reduction in the loss during the year. Nexus administrative
expenses reduced to £1.8m (FY 2023 £2.4m) reflecting the review
undertaken in FY23.
Loss per share 30.6p
|
2024
|
(30.6)
|
|
2023
|
239.0
|
|
2022
|
6.0
|
Tracking the after-tax earnings
relative to the average number of shares in issue provides a
monitor on shareholder value.
Loss per share (basic) in FY 2024
was 30.6p (FY 2023: earnings 239.0p). This includes the sale of
TriConnex and eSmart Networks and the return of capital to
shareholders. FY 2023 loss per share from continuing operations
(basic) was 34.52p.
Proposed dividend per share (p)
Total dividend per share 3.0p
|
2024
|
3.0
|
|
2023
|
3.0
|
|
2022
|
1.0
|
Tracking the total dividend per
share declared for each financial year provides a monitor on
the return achieved for shareholders.
Nexus continues to operate with a
strong balance sheet, with net cash of £12.8m at the year end. The
Board intends to recommend a final dividend of 2.0p per share. This
will give a total dividend of 3.0p per share, in line with
2023.
Working Capital
Cash generated from operations was
£1.4m.Trade receivables reduced to £20.6m (FY 2023: £23.3m) with
overdue receivables reducing to £7.8m (FY 2023: £9.7m). Tamdown
continues to improve this position and have recruited a Commercial
Director to assist with this.
Trade payables were £12.0m (FY 2023:
£13.7m) reflecting the reduced revenue levels.
Cash £12.8m -12.3%
|
2024
|
12.8
|
|
2023
|
14.6
|
|
2022
|
4.6
|
Tracking the cash balance monitors
the conversion of profits into cash, ensuring that cash is
available for reinvestment and supporting delivery of the strategy.
Our cash balance has meant we were able to manage the impact of
ilke Homes going into administration in mid-2023 owing £2.9m. Our
cash will support our growth ambitions with sufficient balances to
support our working capital requirements and potential future
acquisitions.
The Group does not have any debt
facilities in place.
Total Assets £29.9m -9%
|
2024
|
29.9
|
|
2023
|
33.0
|
|
2022
|
34.1
|
Tracking the Group's net assets
monitors the Group's financial strength and stability. The movement
in net assets reflects the loss in the year of £2.7m and payment of
dividends totalling £0.3m.
Order book £51.6m +12%
|
2024
|
51.6
|
|
2023
|
46.0
|
|
2022
|
95.5
|
The tracking of the order book,
being the amount of secured work yet to be recorded as revenue,
provides visibility on expected future revenue against the
strategic aim to grow the business.
The order book has increased in the
year to £51.6m (2023: £46.0m), and post year end, further work was
secured of £15.9m.
Acquisition
Post year end, on 29 October 2024,
Nexus Infrastructure plc completed the acquisition of Coleman
Construction & Utilities, a construction and civil engineering
business with experience in water, rail, utilities and other
infrastructure services for a maximum consideration of £5.38m. The
initial consideration was made from our cash balance and is
constructed as
follows:
|
|
£m
|
|
Cash
|
3.1
|
|
Contingent
consideration
|
0.2
|
|
Settlement of inter company balances
and loans
|
0.8
|
|
Deferred cash consideration to a
maximum of
|
1.3
|
|
Total maximum purchase
consideration
|
5.4
|
The acquisition aligns to the Nexus
strategic objective of diversifying into additional key sectors
critical to the UK infrastructure.
Outlook
UK Government pledges to increase
the number of houses being built through planning reforms and
targets for councils, alongside reducing interest rates (if slower
than initially expected) will help to improve confidence in the
housebuilding sector during 2025. Tamdown is well placed to be
involved as the housebuilders increase their volumes.
The acquisition of Coleman provides
diversification of revenue streams, with the opportunities in the
water sector from AMP8 and the work being carried out in the rail
sector, resulting in the Group having less reliance on the housing
sector.
Nexus subsidiaries are well placed
to deliver over the coming year.
Dawn Hillman
Chief Financial Officer
Consolidated statement of
comprehensive income
for
the year ended 30 September 2024
|
|
|
2024
|
2023
|
|
|
Note
|
£'000
|
£'000
|
|
Continuing operations
|
|
|
|
|
Revenue
|
4
|
56,713
|
88,691
|
|
Cost of sales
|
|
(49,049)
|
(82,719)
|
|
Gross profit
|
|
7,664
|
5,972
|
|
Administrative expenses
|
|
(9,640)
|
(10,779)
|
|
Impairment loss
|
20
|
(1,789)
|
(2,935)
|
|
Other Income
|
5
|
1,819
|
-
|
|
Operating loss before exceptional items
|
|
(1,946)
|
(7,742)
|
|
Exceptional items
|
8
|
(279)
|
(645)
|
|
Operating loss
|
|
(2,225)
|
(8,387)
|
|
Finance income
|
11
|
151
|
447
|
|
Finance expense
|
11
|
(690)
|
(599)
|
|
Loss before tax
|
|
(2,764)
|
(8,540)
|
|
Taxation
|
12
|
-
|
46
|
|
Loss from continuing operations
|
|
(2,764)
|
(8,494)
|
|
Discontinued operations
|
|
|
|
|
Profit from discontinued operations
(after tax)
|
21
|
-
|
67,292
|
|
(Loss)/Profit and total comprehensive (loss)/income for the
year attributable to equity holders of the parent
|
|
(2,764)
|
58,799
|
|
Earnings/(losses) per share (p per share)
|
|
|
|
|
Basic (p per share) - total
operations
|
14
|
(30.6)
|
238.96
|
|
Diluted (p per share) - total
operations
|
14
|
(30.6)
|
238.96
|
|
Basic (p per share) - continuing
operations
|
14
|
(30.6)
|
(34.52)
|
|
Diluted (p per share) - continuing
operations
|
14
|
(30.6)
|
(34.52)
|
|
Basic (p per share) - discontinued
operations
|
14
|
-
|
273.48
|
|
Diluted (p per share) - discontinued
operations
|
14
|
-
|
273.48
|
There are no recognised gains and
losses other than those shown in the income statement above and
therefore no separate statement of other comprehensive income has
been presented.
Consolidated statement of financial
position
as
at 30 September 2024
|
|
|
Group
|
Group
|
Company
|
Company
As
restated
|
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Non-current assets
|
|
Property, plant and
equipment
|
15
|
5,079
|
5,377
|
60
|
405
|
|
Right of use assets
|
16
|
10,273
|
11,435
|
32
|
42
|
|
Goodwill
|
17
|
2,361
|
2,361
|
-
|
-
|
|
Other receivable
|
20
|
|
|
6,329
|
6,278
|
|
Investments in
subsidiaries
|
18
|
-
|
-
|
20,545
|
20,545
|
|
Total non-current assets
|
|
17,713
|
19,173
|
26,966
|
20,992
|
|
Current assets
|
|
Inventories
|
19
|
-
|
44
|
-
|
44
|
|
Trade and other
receivables
|
20
|
21,836
|
24,135
|
374
|
453
|
|
Contract assets
|
4
|
2,647
|
2,784
|
-
|
-
|
|
Cash and cash equivalents
|
25
|
12,801
|
14,626
|
9,383
|
11,797
|
|
Total current assets
|
|
37,284
|
41,589
|
9,757
|
18,572
|
|
Total assets
|
|
54,997
|
60,763
|
36,723
|
39,564
|
|
Current liabilities
|
|
Trade and other payables
|
22
|
13,568
|
15,540
|
701
|
1,464
|
|
Contract liabilities
|
4
|
266
|
552
|
-
|
-
|
|
Lease liabilities
|
16
|
1,531
|
1,826
|
9
|
10
|
|
Corporation tax liability
|
|
12
|
18
|
-
|
-
|
|
Total current liabilities
|
|
15,377
|
17,936
|
710
|
1,474
|
|
Non-current liabilities
|
|
Lease liabilities
|
16
|
9,638
|
9,818
|
23
|
32
|
|
Deferred tax liabilities
|
23
|
-
|
-
|
-
|
-
|
|
Total non-current liabilities
|
|
9,638
|
9,818
|
23
|
32
|
|
Total liabilities
|
|
25,015
|
27,754
|
733
|
1,507
|
|
Net
assets
|
|
29,982
|
33,010
|
35,990
|
38,060
|
|
Equity attributable to equity holders of the
Company
|
|
Share capital
|
24
|
181
|
181
|
181
|
181
|
|
Share premium account
|
|
9,419
|
9,419
|
9,419
|
9,419
|
|
Retained earnings
|
|
20,382
|
23,410
|
26,390
|
28,460
|
|
Total equity
|
|
29,982
|
33,010
|
35,990
|
38,060
|
Retained earnings of the Company
The loss of the Company in the
financial year amounted to £1,799,000 (2023: profit
£70,577,000).
Consolidated statement of changes in
equity
for
the year ended 30 September 2024
|
|
|
|
Share
|
|
|
|
|
|
Share
|
premium
|
Retained
|
|
|
|
|
capital
|
account
|
earnings
|
Total
|
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Equity as at 1 October 2022
|
|
911
|
9,419
|
23,810
|
34,140
|
|
Profit for the period
|
|
-
|
-
|
58,799
|
58,799
|
|
Total comprehensive income for the period
|
|
-
|
-
|
58,799
|
58,799
|
|
Transactions with owners
|
|
|
|
|
|
|
Dividend paid
|
13
|
-
|
-
|
(90)
|
(90)
|
|
Share buyback
|
|
(743)
|
-
|
(59,808)
|
(60,551)
|
|
Share-based payments
|
28
|
-
|
-
|
700
|
700
|
|
Issue of share capital
|
|
13
|
-
|
-
|
13
|
|
|
|
(730)
|
-
|
(59,198)
|
(59,929)
|
|
Equity as at 30 September 2023
|
|
181
|
9,419
|
23,410
|
33,010
|
|
Loss for the period
|
|
-
|
-
|
(2,764)
|
(2,764)
|
|
Total comprehensive (loss) for the period
|
|
-
|
-
|
(2,764)
|
(2,764)
|
|
Transactions with owners
|
|
|
|
|
|
|
Dividend paid
|
13
|
-
|
-
|
(271)
|
(271)
|
|
|
|
-
|
-
|
(271)
|
(271)
|
|
Equity as at 30 September 2024
|
|
181
|
9,419
|
20,284
|
29,882
|
Company statement of changes in
equity
for
the year ended 30 September 2024
|
|
|
|
Share
|
|
|
|
|
|
Share
|
premium
|
Retained
|
|
|
|
|
capital
|
account
|
earnings
|
Total
|
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Equity as at 1 October 2022
|
|
911
|
9,419
|
17,081
|
27,411
|
|
Profit for the period
|
|
-
|
-
|
70,577
|
70,577
|
|
Total comprehensive income for the period
|
|
-
|
-
|
70,577
|
70,577
|
|
Transactions with owners
|
|
|
|
|
|
|
Dividend paid
|
13
|
-
|
-
|
(90)
|
(90)
|
|
Share buyback
|
|
(743)
|
-
|
(59,808)
|
(60,551)
|
|
Share-based payments
|
28
|
-
|
-
|
700
|
700
|
|
Issue of share capital
|
|
13
|
-
|
|
13
|
|
|
|
(730)
|
-
|
(59,198)
|
(59,929)
|
|
Equity as at 30 September 2023
|
|
181
|
9,419
|
28,460
|
38,060
|
|
Loss for the period
|
|
-
|
-
|
(1,799)
|
(1,799)
|
|
Total comprehensive (loss) for the period
|
|
-
|
-
|
(1,799)
|
(1,799)
|
|
Transactions with owners
|
|
|
|
|
|
|
Dividend paid
|
13
|
-
|
-
|
(271)
|
(271)
|
|
|
|
-
|
-
|
(271)
|
(271)
|
|
Equity as at 30 September 2024
|
|
181
|
9,419
|
26,390
|
35,990
|
Consolidated statement of cash
flows
for
the year ended 30 September 2024
|
|
|
Group
|
Group
|
Company
|
Company
As
restated
|
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Cash flow from operating activities
|
|
|
|
|
|
|
(Loss)/profit before tax from
continuing and discontinued operations
|
|
(2,764)
|
58,753
|
(1,799)
|
70,577
|
|
Adjusted by:
|
|
|
|
|
|
|
Gain on sale of
subsidiaries
|
21
|
-
|
(67,292)
|
-
|
-
|
|
Profit on disposal of property,
plant and equipment - owned
|
9
|
(153)
|
(573)
|
-
|
-
|
|
Share-based payments
|
28
|
-
|
700
|
-
|
700
|
|
Finance expense
|
11
|
(690)
|
(599)
|
(62)
|
5
|
|
Finance income
|
11
|
151
|
447
|
126
|
371
|
|
Depreciation of property, plant and
equipment - owned
|
15
|
745
|
726
|
127
|
171
|
|
Depreciation of property, plant and
equipment - right of use
|
16
|
1,882
|
1,618
|
9
|
1
|
|
Operating profit before working capital
changes
|
|
249
|
(5,917)
|
(1,727)
|
71,082
|
|
Working capital
adjustments:
|
|
|
|
|
|
|
Decrease/(increase) in other
receivables
|
|
|
|
(51)
|
|
|
Decrease/(increase) in trade and
other receivables
|
20
|
1,443
|
6,949
|
336
|
(85)
|
|
Decrease/(increase) in contract
assets
|
4
|
138
|
(91)
|
-
|
-
|
|
Decrease/(Increase) in
inventory
|
19
|
44
|
(744)
|
44
|
(1)
|
|
(Decrease)/increase in trade and
other payables
|
22
|
(1,145)
|
(7,398)
|
(1,018)
|
(4,738)
|
|
(Decrease)/increase in contract
liabilities
|
4
|
(261)
|
(59)
|
-
|
-
|
|
Cash (used in)/generated from operating
activities
|
|
469
|
(7,260)
|
(2,421)
|
66,258
|
|
Interest paid
|
11
|
(690)
|
(599)
|
(62)
|
-
|
|
Taxation paid
|
|
-
|
242
|
-
|
-
|
|
Net cash (used in)/generated from
operating activities
|
|
(221)
|
(7,617)
|
(2,483)
|
66,258
|
|
Cash flow from investing activities
|
|
|
|
|
|
|
Purchase of property, plant and
equipment - owned
|
15
|
(801)
|
(759)
|
-
|
(301)
|
|
Proceeds from disposal of property,
plant and equipment - owned
|
15
|
514
|
1,408
|
227
|
-
|
|
Sale of discontinued
operations
|
21
|
-
|
60,168
|
-
|
-
|
|
Loan to related party
|
|
|
_
|
(1,000)
|
_
|
|
Repayment of loan from related
party
|
|
|
_
|
1,000
|
_
|
|
Interest received
|
11
|
151
|
447
|
126
|
371
|
|
Net
cash generated from/(used) in investing
activities
|
|
(136)
|
61,264
|
353
|
3,069
|
|
Cash flow from financing activities
|
|
|
|
|
|
|
Dividend payment
|
13
|
(271)
|
(90)
|
(271)
|
(90)
|
|
Share buyback
|
24
|
-
|
(60,551)
|
-
|
(60,551)
|
|
Principal elements of lease
repayments
|
25
|
(1,196)
|
(2,560)
|
(13)
|
(1)
|
|
Net proceeds from the issue of share
capital
|
|
-
|
13
|
-
|
13
|
|
Net
cash (used in)/generated from financing
activities
|
|
(1,467)
|
(63,188)
|
(284)
|
(60,629)
|
|
Net
change in cash and cash equivalents
|
|
(1,825)
|
(9,542)
|
(2,414)
|
8,698
|
|
Cash and cash equivalents at the
beginning of the year
|
|
14,626
|
24,168
|
11,797
|
3,099
|
|
Cash and cash equivalents at the end of the
year
|
|
12,801
|
14,626
|
9,383
|
11,797
|
Cash and cash equivalents comprise
cash at bank.
Notes to the financial statements
for
the year ended 30 September 2024
1.
Accounting policies
General
information
The principal activity of Nexus
Infrastructure plc ("the Company") and its subsidiaries (together
"the Group") is the provision of essential infrastructure solutions
to the UK housebuilding and commercial sectors.
Those services comprise:
· Civil
engineering & construction contracts.
The principal trading subsidiaries
are Tamdown Group Limited, Tamdown Services Limited, Tamdown Plant
Hire Limited and Nexus Park Limited.
The subsidiaries TriConnex Limited
and eSmart Networks Limited were classified as discontinued during
the year to 30 September 2023 due to the sale of these subsidiaries
in February 2023. Their results have been presented within the
income statement as discontinued operations.
The Company is a public limited
company (by shares) which is listed on the Alternative Investment
Market ("AIM") of the London Stock Exchange and is incorporated and
registered in England and Wales under the Companies Act 2006 and
domiciled in the United Kingdom. The address of the registered
office is Nexus Park, Avenue East, Skyline 120, Great Notley,
Braintree, Essex, CM77 7AL.
The registered number of the Company
is 05635505.
Basis of
preparation
The consolidated and Company
financial statements are for the year ended 30 September 2024. The
consolidated financial statements have been prepared in accordance
with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies
reporting under those standards.
The consolidated and Company
financial statements have been prepared under the historical cost
convention and are presented in sterling, rounded to the nearest
thousand except where indicated otherwise.
The accounting policies have been
applied consistently, other than where new policies have been
adopted.
The preparation of financial
statements in conformity with UK-adopted International Accounting
Standards requires management to make estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of carrying
values of assets and liabilities that are not readily apparent from
other sources. 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 if the revision affect only that year, or in
the year of the revision and future years if the revision affects
both current and future years.
For a summary of critical accounting
estimates and judgements please see note 2 to the financial
statements.
The financial statements for the
year ended 30 September 2024 for Nexus Park Limited, Tamdown Plant
Hire Limited and Tamdown Services Limited have been exempted from
audit under Section 479A of the Companies Act 2006 by way of
parental guarantee from Nexus Infrastructure plc.
Company
results
The Company has taken advantage of
the exemption allowed under Section 408 of the Companies Act and
has not presented its own statement of comprehensive income. The
Group loss for the year includes a loss for the Company of
£1,799,000 (2023: Profit £70,577,000).
Basis of
consolidation
Subsidiaries are all entities
(including structured entities) over which the Group has control.
The Group controls an entity where the Group is exposed to, or
has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its
power to direct the activities of the entity.
The consolidated financial
statements present the results of the Company and its subsidiaries
as if they form a single entity. Inter-company transactions and
balances are therefore eliminated in full. The results of acquired
operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained.
They are deconsolidated from the date on which control
ceases.
Going
concern
In determining the appropriate basis
of preparation of these financial statements, the Directors are
required to consider whether the Group can continue in operational
existence. Budgets for the two-year period to September 2026 have
been prepared and approved by the Board; they reflect a cautious
view on the trading outlook based on the current market. When
producing the budgets the Group considered the government plans to
increase housebuilding, overall improvements in the housebuilding
sector and the impact these have on revenues. The Group also
considered the gross margin improvement in Tamdown and cost
reduction measures taken.
These budgets were then subject to a
range of sensitivities including a severe but plausible scenario
together with mitigating actions. Changes to the principal
assumptions included:
· a
reduction in work secured of approximately 20%;
· a
reduction in revenue delivered from order book of approximately
10%; and
· a
reduction in gross profit of approximately 2% for contracts in the
pipeline
Based on the results of the analysis
undertaken, the Directors have a reasonable expectation that the
Group has adequate resources to meet its liabilities as they arise
for at least 12 months from the approval of these financial
statements, and consequently, the Directors have adopted the going
concern basis of accounting in the preparation of these financial
statements.
New and amended standards
adopted by the Group
The Group has considered amended
standards which apply to the financial period and consider that
there have been no new standards, interpretations or amendments to
accounts standards which the Group needed to consider applying for
their annual report period commencing 1 October 2023. The
amendments the Group considered are:
· Definition of Accounting Estimates - amendments to IAS
8;
· International Tax Reform - Pillar Tow Model Rules - amendments
to IAS 12;
· Deferred Tax related to Assets and Liabilities arising from a
Single Transaction - amendments to IAS12; and
· Disclosure of Accounting Policies - amendments to IAS 1 and
IFRS practice Statement 2;
Standards, interpretations
and amendments in issue but not yet effective
Certain new accounting standards and
interpretations have been published that are not mandatory for 30
September 2024 reporting periods and have not been early adopted by
the Group. These standards are not expected to have a material
impact on the Group in the current or future reporting
periods.
The accounting standards and
interpretations which the Group are considering are :
· Lease
liability in a sale and leaseback transaction - amendments to IFRS
16
· Classification of liabilities as current or non-current -
amendments to IAS 1
· Non-current liabilities with covenants - amendments to IAS
1
· Supplier finance arrangement - amendments
Revenue
recognition
Revenue represents the fair value of
consideration received or receivable for goods and services
provided to external customers, net of trade discounts and
excluding value add tax and similar sales-based taxes.
The services provided by the Group
are:
· contract revenue from Civil Engineering and construction
contracts.
In line with IFRS 15, the Group
recognises revenue based on the application of the standard's
principle-based 'five step' model to the Group's contracts with
customers using the input approach. The revenue is recognised on
the basis of direct measurement of the value to the customer of the
goods transferred to the measurement date relative to the remaining
goods promised under the contract.
Civil engineering &
construction contracts
The performance obligations and
transaction price are determined within contracts between the
customer and the Company. Each contract has one performance
obligation, the provision of specific construction activities.
Contract modifications are added to existing contracts where they
are changes to the scope or design of the original contracts.
There are no variable consideration elements attached to any of the
contracts. The revenue is recognised over time as the Company's
performance of its obligations creates or enhances an asset that
the customer controls. Payment of the transaction price is
typically due up to a maximum of 45 days after the valuation is
submitted.
Revenue is recognised over the
period of the contract by reference to the stage of completion. The
stage of completion is measured by reference to the contract costs
incurred up to the end of the reporting period as a percentage of
total estimated costs for each contract.
Contract costs are recognised as
expenses when incurred. When it is probable that total costs will
exceed total contract revenue, the expected loss is recognised as
an expense immediately.
Contract assets (as discussed in
IFRS 15.107) are recognised when the Group recognises revenue
before the customer pays consideration or before payment is due.
This asset is assessed for impairment in accordance with IFRS
9.
Contract liabilities (as discussed
in IFRS 15.106) are recognised if a customer pays consideration
before the entity transfers a good or service.
Segmental
reporting
An operating segment is a component
of the Group that engages in business activities from which it may
earn revenue and incur expenses, including revenue and expenses
that relate to transactions with other Group companies. All
operating segments' operating results are regularly reviewed by the
CEO & CFO, who are identified as the Chief Operating Decision
Maker to make decisions about resources to be allocated to the
segment and to assess its performance.
Inventory
Inventory is stated at the lower of
costs and net realisable value. Cost of inventory is recognised at
purchase cost and is determined as follows:
· Raw
materials
Weighted average rate method
· Consumables
Weighted average rate method
Net realisable value for raw
materials is based on an estimated selling price less any further
costs expected to be incurred for completion and disposal.
Consumables are generally not resold.
Inventory is assessed for
write-downs and, if written-down, the write-off is recognised
immediately in the income statement.
Retirement benefits: defined
contribution schemes
Obligations for contributions to the
defined contribution scheme are charged to the consolidated
statement of comprehensive income in the year to which they
relate.
Exceptional
items
Items that are unusual or infrequent
in nature are presented in the consolidated statement
of comprehensive income as exceptional items.
Property, plant and
equipment
Items of property, plant and
equipment are initially recognised at cost. As well as the purchase
price, cost includes directly attributable costs less accumulated
depreciation and accumulated impairment losses.
Depreciation is provided on all
items of property, plant and equipment so as to write off their
carrying value over the expected useful life. Land and buildings in
construction are not depreciated. Other assets are depreciated at
the following
rates:
· Plant
and
machinery
25% reducing balance
· Motor
vehicles
25% reducing balance
· Fixtures and
fittings
3-10 years straight-line
· Leasehold
improvements
over the life of the lease
Depreciation charge commences when
the assets is available for use.
The assets' residual values, useful
life and depreciation methods are reviewed annually, and adjusted
if appropriate, or if there is an indication of a significant
change since the last reporting date.
Gains and losses on disposals are
determined by comparing the proceeds with the carrying amount and
are recognised in the profit and loss.
Right of use
assets
Right of use assets are measured at
cost less accumulated depreciation and accumulated impairment
losses. Right of use assets are recognised with a corresponding
liability at the date at which the leased asset is available for
use. Each lease payment is allocated between the liability and
finance cost. The finance cost is charged to the consolidated
statement of comprehensive income over the lease period. The right
of use asset is depreciated over the shorter of the asset's useful
life and the lease term on a straight-line basis.
Assets and liabilities arising from
a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease
payments:
· fixed
payments (including in-substance fixed payments), less any lease
incentives receivable;
· variable lease payments that are based on an index or a
rate;
· amounts expected to be payable by the lessee under residual
value guarantees;
· the
exercise price of a purchase option if the lessee is reasonably
certain to exercise that option; and
· payments and penalties for terminating the lease, if the lease
term reflects the lessee exercising that option.
The lease payments are discounted
using the rate implicit in the lease. If that rate cannot be
determined, the Group's incremental borrowing rate is used, being
the rate the Group would have to pay to borrow the funds necessary
to obtain an asset of similar value.
Payments associated with short-term
leases and leases of low-value assets are recognised on
a straight‑line basis as an expense in the consolidated statement of
comprehensive income.
If an item is purchased at the end
of the lease period, it will be shown as an addition transferred
from right of use assets.
Finance Income and
Expenses
Finance income includes interest
receivable on bank deposits.
Finance expenses includes interest
on hire purchase agreements and leases for right of use
assets.
Intangible assets -
goodwill
Goodwill is the excess of the costs
of an acquired entity over the net of the amounts assigned
to assets acquired and liabilities assumed. It is capitalised
as an intangible asset and allocated to cash generating units (with
separately identifiable cash flows) and tested for goodwill
impairment on an annual basis, or more regularly where there are
indicators of impairment. This requires an estimation of the
value-in-use of the cash generating units to which the assets have
been allocated. The value-in-use calculation requires the Directors
to estimate the future cash flows expected to be generated by the
cash generating units, and a suitable discount rate and long-term
growth rate to apply in order to calculate present value. During
the period, these estimates resulted in no impairment charge (2023:
£nil) relating to goodwill. Refer to note 16 for the details of
impairment review and the sensitivities applied.
Intangible assets -
impairment
Intangible assets with indefinite
lives are subject to impairment tests annually at the financial
year end. The carrying values of non-financial assets with finite
lives are reviewed for impairment when there is an indication that
assets might be impaired. When the carrying value of an asset
exceeds its recoverable amount, the asset is written down
accordingly.
When it is not possible to estimate
the recoverable amount of an individual asset, the impairment test
is carried out on the asset's cash generating unit (i.e. the
smallest group of assets in which the asset belongs for which there
are separately identifiable cash flows).
Impairment charges are included in
the consolidated statement of comprehensive income, except to the
extent they reverse previous gains recognised in the consolidated
statement of comprehensive income. An impairment loss recognised
for goodwill is not reversed.
Cash and cash
equivalents
Cash and cash equivalents includes
cash on hand and deposits held with financial institutions with
maturities of three months or less from acquisition. Cash
equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value. The Group does not
have a bank overdraft.
Financial
instruments
The Group classifies its financial
assets into the following three measurement categories based on the
way the asset is managed and its contractual cash flow
characteristics:
Amortised cost
Assets that are held for collection
of contractual cash flows where those cash flows represent solely
payments of principal and interest on the principal amount
outstanding are measured at amortised cost.
Fair value through other comprehensive income
("FVOCI")
Assets that are held for collection
of contractual cash flows and for selling the financial assets,
where the assets' cash flows represent solely payments of principal
and interest, are measured at FVOCI.
Fair value through profit or loss
Assets that do not meet the criteria
of amortised cost or FVOCI are measured at fair value through
profit or loss.
The Group's principal financial
instruments comprise cash and cash equivalents, trade and other
receivables, contract assets, trade and other payables and contract
liabilities. Based on the way these financial instruments are being
managed, and their contractual cash flow characteristics, all the
Group's financial instruments are measured at amortised
cost.
Financial instruments -
impairment
The Group assesses the expected
credit losses associated with its financial assets measured at
amortised cost on a forward-looking basis. The Group applies the
simplified approach, as permitted by IFRS 9, to measuring expected
credit losses which uses a lifetime expected loss allowance for all
trade receivables and contract assets on an individual customer
basis.
Expected credit losses are assessed
on an individual basis by considering possible defaults for the
next 12 months. A monthly review of debt is included in contract
review meetings. These meetings also consider the progress on the
contract and assess any final margin adjustments which may be
required. The customers financial position is monitored by tracking
of accounts filed and public announcements. Any debt outstanding
for more than four years is written off in full. Any impairment
gain or loss is recognised in the profit and loss
statements.
Investments
Subsidiaries
The Company has investments in
subsidiaries which are carried at historical cost, less any
provision for impairment.
The Group tests for impairment of
its investment in subsidiaries on an annual basis, or more
regularly where there are indicators of impairment. An impairment
loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is
the higher of an asset's fair value less costs of disposal and
value-in-use. This requires an estimation of the
value‑in‑use of the
cash generating units to which the investment has been allocated.
The value-in-use calculation requires the Directors to estimate the
future cash flows expected to be generated by the cash generating
units, and a suitable discount rate and long-term growth rate to
apply in order to calculate present value. During the period, these
estimates resulted in no impairment charge (2023: £nil) relating to
investments in the subsidiaries.
Share capital and retained
earnings
Ordinary shares are classified as
equity. Incremental costs attributable to the issue of new ordinary
shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Retained earnings are classified as
equity.
Financial instruments issued by the
Group are treated as equity only to the extent that they do not
meet the definition of a financial liability, which is a
contractual obligation to deliver cash or similar to another entity
or a potentially unfavourable exchange of financial assets or
liabilities with another entity.
Dividends
Final equity dividends to the
shareholders of Nexus Infrastructure plc are recognised in the
period that they are approved by shareholders. Interim equity
dividends are recognised in the period that they are
paid.
Dividends receivable are recognised
when the Company's right to receive payment is
established.
Tax
Tax on the profit or loss for the
year comprises current and deferred tax. Tax is recognised in the
consolidated statement of comprehensive income.
Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted
or substantively enacted at the date of the statement of financial
position, and any adjustment to tax payable in respect of previous
years.
Deferred tax liabilities are
recognised in full using the balance sheet liability method on
temporary differences between the carrying amounts of assets and
liabilities for financial and reporting purposes and the amounts
used for taxation purposes, except for differences
arising on:
· the
initial recognition of goodwill;
· the
initial recognition of an asset or liability in a transaction which
is not a business combination and at the time of the transaction
affects neither accounting nor taxable profit; and
· investments in subsidiaries are jointly controlled entities
where the Group is able to control the timing of the reversal of
the difference and it is probable that the difference will not
reverse in the foreseeable
future.
The recognition of deferred tax
assets is restricted to those instances where it is probable that
taxable profit will be available against which the difference can
be utilised.
The amount of the asset or liability
is determined using tax rates that have been enacted or
substantively enacted by the reporting date and are expected to
apply when the deferred tax liabilities or assets are settled or
recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities
are offset when the Group 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 on
either:
· the
same taxable Group company; or
· different company entities which intend either to settle
current tax assets and liabilities on a net basis, or to
realise the assets and settle the liabilities simultaneously, in
each future period in which significant amounts of deferred tax
assets and liabilities are expected to be settled or
recovered.
Discontinued
operations
A discontinued operation is a
component of an entity that either has been disposed of, or that is
classified as held for sale and represents a separate major line of
business or geographical area of operations.
Certain comparative figures have
been reclassified to discontinued operations, as a result of the
sale of TriConnex Limited and eSmart Networks Limited on 3 February
2023 for £77.7m. The gain on the sale is shown in the statement of
comprehensive income as profit for discontinued operations in
FY23.
Provisions and contingent
liabilities
Provisions are recognised when the
Group has a present legal or constructive obligation as a result of
a past event, it is probable that an outflow will be required to
settle the obligation, and the amount can be reliably estimated.
Provisions are presented at the present value of the best estimate
of the consideration required to settle the obligation present at
the balance sheet date, taking into account the risks and
uncertainties surrounding the obligation.
When the Group expects some or all
of a provision in respect of a completed contract to be reimbursed,
for example, under an insurance contract or a contractual right to
recourse from supply chain partners, the reimbursement is
recognised as a separate asset when the reimbursement is virtually
certain. A completed contract is deemed to be one where practical
completion has taken place, the defect liability period has
expired, and any outstanding retentions have been
recovered.
The Group will disclose a contingent
liability unless the possibility of an outflow of resources is
remote. Where a contingent liability disclosure is made the Group
will consider whether the financial impact can be estimated, the
uncertainties relating to the estimate, the timing of any outflow
and the possibility of any reimbursement.
2.
Critical accounting estimates and judgements
The Group makes certain estimates
and judgements regarding the future. Estimates and judgements are
continually evaluated based on historical experience and other
factors, including the expectations of future events that are
believed to be reasonable under the circumstances.
Judgements
The most significant areas of
judgement arise from recoverability of debt and impairment
of goodwill and investments.
a)
Recoverability of debt
As part of the process of gaining
new business it is necessary to carry out checks on the
organisations for which the Group will carry out work. The value of
individual contracts is substantial and the risk of default is
always present. During the year detailed reviews are undertaken by
the Directors; estimating the non-recoverability of debt. These
reviews and estimations are seen as critical. Judgement is
necessary to assess the likelihood that a liability will arise, or
a debt is not recoverable and to quantify the possible amount of
any expected credit loss. The inherent uncertainty of such matters
means that actual amounts of transactions may differ materially
from estimates made. Any difference between the amounts recognized
and the actual amount is recognised immediately in the statement of
comprehensive income.
b)
Impairment of goodwill and investments
The Group tests goodwill annually
for impairment, based on discounted future cash flows.
The Company tests investments annually for impairment, based
on discounted future cash flows. These calculations require
judgement to assess the future cash flows and to assess the growth
level assessments. The inherent uncertainty of such matters means
that actual amounts of transactions may differ materially from
estimates made. Any difference between the amounts recognized and
the actual amount is recognised immediately in the statement of
comprehensive income.
Estimates
The most significant area of
estimation arises from accounting for profitability of
contracts.
a)
Profitability of contracts
Contract accounting requires
estimates to be made for contract costs and income. In many cases,
these contractual obligations span more than one financial period.
The costs and income may be affected by a number of uncertainties
that depend on the outcome of future events and may need to be
revised as events unfold and uncertainties are resolved. Management
bases its estimation of costs and income and its assessment of the
expected outcome of each contractual obligation on the latest
available information, which includes detailed contract valuations
and forecast of the costs to complete. The estimates of the
contract position, reflecting both the forecasted costs and the
reliable estimate of the forecasted revenue on each contract, and
the profit or loss earned to date are updated regularly and
significant changes are highlighted through established internal
reporting and review procedures. The impact of any change in the
accounting estimates is then reflected in the financial
statements.
3.
Capital management
The Group's capital is made up of
share capital, share premium and retained earnings totalling
£29,982,000 (2023: £33,010,000).
The Group's objectives when
maintaining capital are:
· to
safeguard the entity's ability to continue as a going concern, so
that it can continue to provide returns for shareholders and
benefits for other stakeholders; and
· to
provide an adequate return to shareholders by pricing services
commensurately with the level of risk.
The capital structure of the Group
consists of shareholders' equity as set out in the consolidated
statement of changes in equity. All working capital requirements
are financed from existing cash resources.
Note 23 to the financial statements
provides details of how the Group manages its capital structure and
makes adjustments to it in light of changes in economic
conditions.
4.
Revenue
Revenues from external customers for
continuing operations are generated from the supply of services
relating to Civil Engineering and construction contracts. Revenues
from external customers for discontinued operations are generated
from the supply of design, installation and connection of
multi-utility networks, and energy transition projects. Revenue is
recognised in the following operating
divisions:
|
|
2024
|
|
|
|
|
Continuing
|
|
2024
|
|
|
Operations
|
|
Total
|
|
|
£'000
|
|
£'000
|
|
Segment revenue
|
56,713
|
|
56,713
|
|
|
|
|
|
|
Revenue from external customers
|
56,713
|
|
56,713
|
|
Timing of revenue recognition
|
|
|
|
|
Over time
|
56,713
|
|
56,713
|
|
Customer type
|
|
|
|
|
Residential
|
56,713
|
|
56,713
|
|
|
56,713
|
|
56,713
|
|
|
2023
|
2023
|
|
|
|
Continuing
|
Discontinued
|
2023
|
|
|
Operations
|
Operations
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
|
Segment revenue
|
88,691
|
23,484
|
112,175
|
|
Inter-segment revenue
|
-
|
-
|
-
|
|
Revenue from external customers
|
88,691
|
23,484
|
112,175
|
|
Timing of revenue recognition
|
|
|
|
|
Over time
|
88,691
|
23,484
|
112,175
|
|
Customer type
|
|
|
|
|
Residential
|
87,839
|
17,992
|
105,831
|
|
Non-residential
|
852
|
5,492
|
6,344
|
|
|
88,691
|
23,484
|
112,175
|
The Group has recognised the
following assets and liabilities related to contracts with
customers:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Contract assets
|
|
|
|
Accrued income - continuing
operations
|
2,647
|
2,784
|
|
Total
|
2,647
|
2,784
|
The decrease in contract assets
during the year is due to the timing of applications/invoices to
external customers and materials held on site for imminent
works.
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Contract liabilities
|
|
|
|
Deferred income - continuing
operations
|
266
|
552
|
|
Total
|
266
|
552
|
The decrease in contract liabilities
during the year is due to the timing of invoices to external
customers exceeding the revenue recognised.
The following table shows how much
of the revenue from external customers relates to the contract
liabilities at the beginning of the year:
|
|
30
September
|
30
September
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
|
554
|
1,664
|
Management expects that £36,582,568
representing 71.5% (2023: £31,477,000 representing 67.4%) of the
transaction price allocated to unsatisfied performance obligations
as at 30 September 2024 will be recognised within one year and the
remaining £14,568,000 representing 28.5% (2023: £15,193,000
representing 32.6%) within two to five years.
The Group has not recognised any
assets in relation to costs to fulfil a contract (2023:
£nil).
More than one customer is responsible
for over 10% of revenue and details are presented below:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Tamdown
|
|
|
|
Customer
1
|
-
|
14,995
|
|
Customer
2
|
-
|
15,000
|
|
Customer
3
|
11,916
|
12,962
|
|
Customer
4
|
12,112
|
11,000
|
|
Customer 5
|
14,597
|
8,759
|
|
Customer 6
|
7,138
|
-
|
5.
Other income
Other income of £1.8m comes from the
settlement of a claim against a supplier for damages caused by the
supply of faulty services.
|
|
2024
£'000
|
2023
£'000
|
|
Income from claim
|
1,819
|
-
|
|
|
1,819
|
-
|
6.
Segmental analysis- income statement
The Group has one operating division
under the control of the Executive Board, which is identified as
the Chief Operating Decision Maker as defined under IFRS 8:
Operating Segment:
·
Tamdown
All of the Group's operations are
carried out entirely within the United Kingdom.
The results for TriConnex and eSmart
Networks have been presented as discontinued under IFRS 5, with the
Tamdown and Group administration expenses comprising the continuing
operations below. The related assets and liabilities of these
operations have been similarly presented.
Segment information about the
Group's operations is presented below:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Revenue from continuing operations
|
|
Tamdown
|
56,713
|
87,839
|
|
Nexus Infrastructure plc
|
-
|
841
|
|
Nexus Park Ltd
|
-
|
11
|
|
Total revenue from continuing operations
|
56,713
|
88,691
|
|
Revenue from discontinued operations
|
|
TriConnex
|
-
|
17,992
|
|
eSmart Networks
|
-
|
5,492
|
|
Total revenue from discontinued operations
|
-
|
23,484
|
|
Total revenue
|
56,713
|
112,175
|
|
Gross profit from continuing operations
|
|
Tamdown
|
7,664
|
5,120
|
|
Nexus Infrastructure plc
|
-
|
841
|
|
Nexus Park Ltd
|
-
|
11
|
|
Total gross profit from continuing
operations
|
7,664
|
5,972
|
|
Gross profit from discontinued
operations
|
|
|
|
TriConnex
|
-
|
4,649
|
|
eSmart Networks
|
-
|
1,256
|
|
Total gross profit from discontinued
operations
|
-
|
5,905
|
|
Total gross profit
|
7,664
|
11,036
|
|
Operating (loss)/profit from continuing operations
after exceptional items
|
|
Tamdown
|
(353)
|
(6,031)
|
|
Group administrative
expenses
|
(1,863)
|
(2,356)
|
|
Nexus Park
|
(9)
|
-
|
|
Total operating (loss) from continuing operations
after exceptional items
|
(2,225)
|
(8,387)
|
|
Operating profit/(loss) from discontinued operations
after exceptional items
|
|
|
|
TriConnex
|
-
|
850
|
|
eSmart Networks
|
-
|
(1,102)
|
|
Total operating (loss)/profit from discontinued operations
after exceptional items
|
-
|
(252)
|
|
Total operating (loss)/profit after exceptional
items
|
(2,225)
|
(8,639)
|
The value of depreciation included in
the measure of segment profit is:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Tamdown
|
1,616
|
1,284
|
|
Group
|
1,011
|
1,060
|
|
Total depreciation - continuing operations
|
2,627
|
2,344
|
|
Total depreciation
|
2,627
|
2,344
|
7.
Segmental analysis - Statement of Financial
Position
Balance sheet analysis of operating
segments:
|
|
2024
|
2024
|
2024
|
|
|
Assets
|
Liabilities
|
Net assets
|
|
|
£'000
|
£'000
|
£'000
|
|
Continuing operations
|
|
|
|
|
Tamdown
|
29,307
|
14,196
|
15,110
|
|
Group
|
25,690
|
10,819
|
14,871
|
|
Total for continuing operations
|
54.997
|
25,015
|
29,982
|
|
|
2023
|
2023
|
2023
|
|
|
Assets
|
Liabilities
|
Net
assets
|
|
|
£'000
|
£'000
|
£'000
|
|
Continuing operations
|
|
|
|
|
Tamdown
|
31,729
|
16,355
|
15,374
|
|
Group
|
29,034
|
11,399
|
17,636
|
|
Total for continuing operations
|
60,763
|
27,754
|
33,010
|
Group represents head office
expenses after deducting income received from transitional services
agreement. Assets classified within Group principally comprise
goodwill and a right of use asset. Liabilities classified within
Group principally comprise lease liabilities and
creditors.
8.
Exceptional items
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Continuing operations
|
|
Redundancy costs
|
279
|
645
|
|
Total
|
279
|
645
|
9.
Operating loss
The operating loss is stated after
charging/(crediting):
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Continuing operations
|
|
Depreciation of property, plant and
equipment
|
745
|
726
|
|
Depreciation of right of use
assets
|
1,882
|
1,618
|
|
Profit on disposal of
assets
|
(153)
|
(573)
|
|
Audit and non-audit services:
|
|
Fees payable to the Company's
auditors for the audit of the Company and consolidated
financial statements
|
88
|
110
|
|
Fees payable to the Company's
auditors for the audit of the Company's subsidiaries
pursuant to legislation
|
90
|
85
|
There have been no fees payable to
the Company's auditors in respect of non-audit
remuneration.
10.
Staff costs
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Continuing operations
|
|
Wages and salaries
|
14,668
|
19,585
|
1,249
|
2,148
|
|
Share-based payments
|
-
|
700
|
-
|
700
|
|
Social security costs
|
1,606
|
2,205
|
167
|
252
|
|
Other pension costs
|
259
|
382
|
13
|
55
|
|
Total - continuing
operations
|
16,533
|
22,872
|
1,428
|
3,155
|
|
Discontinued operations
|
|
Wages and salaries
|
-
|
3,333
|
-
|
-
|
|
Social security costs
|
-
|
372
|
-
|
-
|
|
Other pension costs
|
-
|
60
|
-
|
-
|
|
Total - discontinued
operations
|
-
|
3,765
|
-
|
-
|
|
Total operations
|
16,533
|
26,637
|
1,428
|
3,155
|
The average monthly number of
employees (including Directors) during the year was:
|
|
2024
|
2023
|
|
|
|
|
|
Continuing operations
|
|
Tamdown
|
233
|
377
|
|
Group
|
15
|
29
|
|
Discontinued operations
|
|
TriConnex
|
-
|
246
|
|
eSmart Networks
|
-
|
110
|
|
|
248
|
762
|
The average number of people employed
by the Company (including Directors) during the year was 15 (2023:
29).
The Directors of the Group are
considered by the Board to be the key management of the Group, for
which remuneration in the year ended 30 September 2024 totalled
£644,000 (2023: £862,000), including: short-term employee
benefits £27,000 (2023: £42,000), employer pension contributions
£4,000 (2023: £34,000and share-based payment charge £nil (2023:
£450,000).
11.
Finance income and expense
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Finance income
|
|
Continuing operations
|
|
|
|
Interest on bank deposits
|
151
|
447
|
|
Discontinued operations
|
|
|
|
Interest on bank deposits
|
-
|
26
|
|
Finance expense
|
|
|
|
Continuing operations
|
|
Interest on hire purchase
agreements
|
-
|
(56)
|
|
Interest on lease
liabilities
|
(690)
|
(543)
|
|
|
(690)
|
(599)
|
|
Discontinued operations
|
|
Interest on lease
liabilities
|
-
|
(21)
|
|
|
-
|
(21)
|
|
Finance expense (net)
|
(539)
|
(152)
|
12.
Taxation
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Current tax - continuing operations:
|
|
UK corporation tax on profits for
the year
|
-
|
-
|
|
Adjustment in respect of prior
periods
|
-
|
50
|
|
Total current tax
|
-
|
50
|
|
Deferred tax - continuing operations:
|
|
Origination and reversal of timing
difference
|
75
|
(34)
|
|
Adjustment in respect of prior
periods
|
(75)
|
(55)
|
|
Effect of tax rate change on opening
balance
|
-
|
(8)
|
|
Total deferred tax - discontinued operations
|
-
|
(96)
|
|
Total deferred tax
|
-
|
(96)
|
|
Total tax charge
|
-
|
(46)
|
The tax assessed for the year is
lower than (2023: lower than) the standard rate of corporation tax
as applied in the UK. The differences are explained
below:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
(Loss)/profit before tax
|
(2,764)
|
58,813
|
|
(Loss)/profit before tax multiplied
by the respective standard rate of corporation tax applicable in
the UK (25%) (2023: 22.1%)
|
(691)
|
12,998
|
|
Effects of:
|
|
Fixed asset differences
|
2
|
(11)
|
|
Non-deductible expenses
|
48
|
1,760
|
|
Income not taxable for tax
purposes
|
|
(16,713)
|
|
Other tax adjustments, reliefs and
transfers
|
-
|
-
|
|
Chargeable gains/losses
|
-
|
(58)
|
|
Group income
|
-
|
247
|
|
Adjustment in respect of prior
periods - current tax
|
-
|
38
|
|
Adjustment in respect of prior
periods - deferred tax
|
(75)
|
(55)
|
|
Remeasurement of deferred tax for
changes in tax rates
|
-
|
(251)
|
|
Movement in deferred tax not
recognised
|
715
|
1,999
|
|
Total tax charge
|
-
|
(46)
|
|
Income tax expense from continuing
operations
|
-
|
(46)
|
|
Income tax expense from discontinued
operations
|
-
|
-
|
|
Total tax (credit)/charge
|
-
|
(46)
|
There was no income tax
(charged)/credited directly to equity in the year (2023:
£nil).
At the balance sheet date, the Group
has unused tax losses of £9.6m (2023: £7.85m) and other fixed asset
and short‑term
temporary differences of £103kk (2023: £142k) available for offset
against future profits with an indefinite expiry period. Based on
the projections, there are insufficient future taxable profits to
justify the recognition of a deferred tax asset. On this basis, no
deferred tax asset has been recognised in the current year, the
unrecognised deferred tax asset calculated at the substantively
enacted rate in the UK of 25% amounts to £2.87m as at
30 September 2024 (2023: £1.99m).
13.
Dividends
|
|
2024
|
2023
|
|
Group and Company
|
£'000
|
£'000
|
|
Amounts recognised as distributions
to equity holders in the year:
|
|
Interim dividend for the year ended
30 September 2024 of 1p per share (2023: 1.0p per share)
|
90
|
90
|
|
Final dividend for the year ended 30
September 2023 of £2p per share (2022: £nil per share)
|
181
|
-
|
|
|
271
|
90
|
The proposed final dividend for the
year ended 30 September 2024 of 2.0p per share (2023: 2.0p per
share) makes a total dividend for the year of 3.0p per share (2023:
3.0p per share). The proposed final dividend is subject to approval
by shareholders at a GM and has not been included as a liability in
these financial statements. The total estimated final dividend to
be paid is £180,686 (2023: £180,686).
14.
Earnings per share
Basic earnings per share is
calculated by dividing the profit attributable to equity
shareholders of the Company by the weighted average number of
shares in issue for the year.
Diluted earnings per share is
calculated by adjusting the weighted average number of shares in
issue for the year to assume conversion of all dilutive potential
shares.
The calculation of the basic and
diluted earnings per share is based on the following
data:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Weighted average number of shares in
issue for the year
|
9,034,307
|
24,605,883
|
|
Effect of dilutive potential
ordinary shares:
|
|
|
|
Share options (number)
|
-
|
-
|
|
Weighted average number of shares
for the purpose of diluted earnings per share
|
9,034,307
|
24,605,883
|
|
(Loss)/Profit for the year
attributable to equity shareholders
|
(2,764)
|
58,799
|
|
Basic earnings (p per
share)
|
(30.60)
|
238.96
|
|
Diluted earnings (p per
share)
|
(30.60)
|
238.96
|
|
Continuing operations
|
|
|
|
Loss for the year from continuing
operations
|
(2,764)
|
(8,494)
|
|
Basic losses (p per
share)
|
(30.60)
|
(34.52)
|
|
Diluted losses (p per
share)
|
(30.60)
|
(34.52)
|
|
There are no share options in place
so no dilutive effect on the earnings per share
|
|
|
|
Discontinued operations
|
|
|
|
Profit for the year from
discontinued operations
|
-
|
67,292
|
|
Basic earnings (p per
share)
|
-
|
273.48
|
|
Diluted earnings (p per
share)
|
-
|
273.48
|
15.
Property, plant and equipment
|
|
|
Leasehold
|
Plant
and
|
Motor
|
Fixtures
and
|
|
|
|
|
improvements
|
machinery
|
vehicles
|
fittings
|
Total
|
|
Group
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Cost
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
4,050
|
2,131
|
135
|
1,884
|
8,200
|
|
Additions
|
|
-
|
183
|
299
|
347
|
829
|
|
Disposals
|
|
-
|
(2,826)
|
(54)
|
(68)
|
(2,948)
|
|
Transfer from right of use
assets
|
|
|
2,384
|
-
|
-
|
2,389
|
|
At 30 September 2023
|
|
4,050
|
1,872
|
380
|
2,163
|
8,465
|
|
Additions
|
|
|
618
|
184
|
-
|
801
|
|
Disposals
|
|
(658)
|
(661)
|
(30)
|
(416)
|
(1,764)
|
|
At
30 September 2024
|
|
3,392
|
1,829
|
534
|
1,747
|
7,502
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
At 1 October 2022
|
|
742
|
1,523
|
86
|
390
|
2,741
|
|
Charge for the year
|
|
170
|
156
|
33
|
357
|
726
|
|
Disposals
|
|
-
|
(1,983)
|
(49)
|
(28)
|
(2,060)
|
|
Transfer from right of use
assets
|
|
-
|
1,681
|
-
|
-
|
1,681
|
|
At 30 September 2023
|
|
912
|
1,377
|
70
|
729
|
3,088
|
|
Charge for the year
|
|
169
|
156
|
116
|
293
|
745
|
|
Disposals
|
|
(658)
|
(540)
|
(13)
|
(189)
|
(1,400)
|
|
At
30 September 2024
|
|
423
|
993
|
172
|
833
|
2,423
|
|
Net
book value
|
|
|
|
|
|
|
|
At 30 September 2022
|
|
3,308
|
608
|
49
|
1,494
|
5,459
|
|
At 30 September 2023
|
|
3,138
|
495
|
310
|
1,434
|
5,377
|
|
At
30 September 2024
|
|
2,968
|
834
|
361
|
913
|
5,079
|
|
|
Fixtures
|
|
|
|
and
fittings
|
|
|
Company
|
£'000
|
|
|
Cost
|
|
|
|
At 1 October 2022
|
345
|
|
|
Additions
|
301
|
|
|
At 30 September 2023
|
646
|
|
|
Disposals
|
(408)
|
|
|
At
30 September 2024
|
228
|
|
|
Accumulated depreciation
|
|
|
|
At 1 October 2022
|
70
|
|
|
Charge for the year
|
171
|
|
|
At 30 September 2023
|
241
|
|
|
Charge for the year
|
127
|
|
|
Disposals
|
(190)
|
|
|
At
30 September 2024
|
168
|
|
|
Net
book value
|
|
|
|
At 30 September 2022
|
275
|
|
|
At 30 September 2023
|
405
|
|
|
At
30 September 2024
|
60
|
|
16.
Right of use assets and lease liabilities
The Group has leases for freehold
property, plant and machinery, motor vehicles and fixtures and
fittings. Leases for freehold property relate mainly to office
properties, whilst the plant and machinery leases are predominantly
large machinery used in site operations.
The statement of financial position
shows the following information relating to right of use assets and
leases:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Right of use assets
|
|
|
|
Freehold property
|
9,583
|
10,217
|
|
Plant and machinery
|
415
|
610
|
|
Motor vehicles
|
275
|
604
|
|
Fixtures and fittings
|
-
|
4
|
|
|
10,273
|
11,435
|
|
Lease liabilities
|
|
|
|
Current
|
1,531
|
1,826
|
|
Non-current
|
9,638
|
9,818
|
|
|
11,169
|
11,644
|
Additions to the right of use assets
during the year were £710,000 (2023: £1,088,000). Disposals of
£514,000 (2023: £1,408,000) were also recorded. The right of use
assets transferred to property, plant and equipment during the year
was £nil (2023: £2,384,000).
The statement of comprehensive
income shows the following amounts relating to right of use assets
and leases:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Depreciation
|
|
|
|
Freehold property
|
677
|
697
|
|
Plant and machinery
|
895
|
606
|
|
Motor vehicles
|
310
|
315
|
|
Fixtures and fittings
|
-
|
-
|
|
|
1,882
|
1,618
|
|
Interest expense
|
(690)
|
(599)
|
|
Expenses relating to short-term
leases
|
-
|
127
|
|
Expenses relating to low-value
leases that are not shown above as short-term leases
|
19
|
7
|
The total cash outflow for leases
during the year was £2,302,000 (2023: £1,472,000).
The present value of lease
liabilities is as follows:
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Within one year
|
2,097
|
1,830
|
9
|
10
|
|
Two to five years
|
3,509
|
4,308
|
23
|
32
|
|
Over five years
|
13,467
|
14,842
|
-
|
-
|
|
Future finance charge on lease
liabilities
|
(7,905)
|
(9,336)
|
-
|
-
|
|
Present value of lease liabilities
|
11,169
|
11,644
|
32
|
42
|
The comparatives in the above table
have been changed to ensure consistency of presentation with the
current year along with the ROU additions and principal lease
payments on the cashflow statement and table in the cash flow
information note to align with the current year
presentation.
Extension and termination options
are included in a number of leases across the Group. These are used
to maximise operational flexibility in terms of managing the assets
used in the Group's operations.
17.
Goodwill
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Carrying value
|
2,361
|
2,361
|
Impairment
testing
The Group tests goodwill annually
for impairment. During the year, impairment tests were undertaken
over the goodwill of Tamdown Group Limited £2,361,000 (2023:
£2,361,000).
There is considered to be one cash
generating unit in the Group which will provide the future economic
benefit to the Group, this cash generating unit is Tamdown Group
Limited which is the main operational business.
A post-tax discount rate of 12.0%
(2023: 12.0%) has been used in the cashflow calculation, which is
based upon the capital structure of the Group. The pre-tax
discount rate would be 16.0% (2023: 16.0%). Changes to the capital
structure may impact upon the Group's discount rate in future
periods. The key assumptions utilised within the forecast model
relate to the level of future sales, which have been estimated
based upon the Directors' expectations, current trading and recent
actual trading performance. The value-in-use calculation indicates
that Tamdown Group Limited has a recoverable amount which is
greater than the carrying amount of assets allocated to them. The
Directors have undertaken sensitivity analysis including decreasing
revenue through work winning (reduced by 20%) and activity from the
order book (reduced by 10%) and gross margins (reduced by 2%),
which indicates that a reasonable change in assumption will not
give rise to an impairment.
The recoverable amount was determined
using a value-in-use calculation based upon Directors' forecasts
for the trading results for the three years ending 30 September
2025 extended to 30 September 2027 using an estimated growth
rates of 11% (2025), 24.9% (2026) and 11.5%% (2027). Post 2027 an
average growth rate of 7.5% has been used.
The following table sets out the key
assumptions for Tamdown Group Limited, which has goodwill attached
to it:
|
|
2025
|
2026
|
2027+
|
2028+
|
|
|
|
|
|
|
|
Revenue (% annual growth
rate)
|
21.5%
|
24.9%
|
11.5%
|
7.5%
|
|
Gross margin
|
13.9%
|
15.0%
|
15.0%
|
15.0%
|
|
Operating margin
|
1.9%
|
4.2%
|
4.9%
|
5.2%
|
18.
Investments in subsidiaries
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Investments in subsidiary
companies
|
20,545
|
20,545
|
The following are subsidiaries of
Nexus Infrastructure plc, which owns 100% of the ordinary share
capital, all of which are registered in England and
Wales:
|
|
Activity
|
|
Tamdown Group Limited
|
Construction services
|
|
Tamdown Services
Limited1
|
Supply of labour to the construction
industry
|
|
Tamdown Plant Hire
Limited1
|
Engineering plant hire
|
|
Nexus Park Limited
|
Development of building
projects
|
1. Held by Tamdown
Group Limited
The registered address of all
subsidiaries is Nexus Park, Avenue East, Skyline 120, Great Notley,
Braintree, Essex, CM77 7AL.
Investments in Group undertakings
are recorded at cost less any impairment charge.
The financial statements for the
year ended 30 September 2024 for Nexus Park Limited, Tamdown Plant
Hire Limited and Tamdown Services Limited have been exempted from
audit under Section 479A of the Companies Act 2006 by way of
parental guarantee from Nexus Infrastructure plc.
19.
Inventories
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Consumables
|
-
|
44
|
-
|
44
|
|
|
-
|
44
|
-
|
44
|
The value of raw materials purchased
as inventory and later recognised as an expense in the year ended
30 September 2024 amounted to £nil (2023: £nil).
There were no write-downs of raw
materials during the year.
20.
Trade and other receivables
|
Non-current assets
|
Group
2024
E'000
|
Group
2023
£'000
|
Company
2024
£'000
|
Company
As
restated
2023
£'000
|
|
Other receivables
|
-
|
-
|
6,329
|
6,278
|
|
|
-
|
-
|
6,329
|
6,278
|
|
|
Group
|
Group
|
Company
|
Company
As
restated
|
|
Current assets
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Trade receivables from contracts
with customers
|
20,536
|
23,272
|
64
|
340
|
|
Other receivables
|
678
|
524
|
8
|
2
|
|
Prepayments
|
622
|
338
|
96
|
111
|
|
Amounts owed by Group
undertakings
|
-
|
-
|
206
|
-
|
|
|
21,836
|
24,135
|
374
|
453
|
Prior year restatement
The company results for the year
ended 30 September 2023 have been restated to recognise the
longer-term nature of the receivable from Nexus Park
Ltd.
As a result, the company has
reclassified balances as follows
|
|
As reported
30 September 2023
£'000
|
Restatement
£'000
|
As restated
30 September
2023
£'000
|
|
Non-current assets
|
|
|
|
|
Other receivables
|
-
|
6,278
|
6,278
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
6,731
|
(6,278)
|
453
|
|
|
|
|
|
|
|
As reported
1 October 2022
£'000
|
Restatement
£'000
|
As restated
1 October 2022
£'000
|
|
Non-current assets
|
|
|
|
|
Other receivables
|
-
|
5,955
|
5,955
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
6,312
|
(5,955)
|
357
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share
for the prior year have not been restated as a result of the above
as there has been on impact on the statement of comprehensive
income.
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
Overdue trade receivables
|
£'000
|
£'000
|
£'000
|
£'000
|
|
By less than three months
|
2,740
|
3,444
|
64
|
339
|
|
Over three but less than six
months
|
427
|
1,465
|
-
|
-
|
|
Over six months but less than one
year
|
1,401
|
1,574
|
-
|
-
|
|
Over one year
|
3,234
|
3,248
|
-
|
-
|
|
|
7,802
|
9,731
|
64
|
339
|
The carrying value of trade
receivables is stated after the following allowance for expected
credit losses:
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
At 1 October
|
1,070
|
1,056
|
-
|
-
|
|
Charged to the statement of
comprehensive income
|
2,004
|
99
|
-
|
-
|
|
(Written back) to the statement of
comprehensive income
|
(215)
|
(85)
|
-
|
-
|
|
At 30 September
|
2,859
|
1,070
|
-
|
-
|
The statement of comprehensive
income includes a credit loss of £2,935,000 in 2023 which relates
to the expected future losses on trade receivables. Amounts owed by
Group undertakings are unsecured, repayable on demand and interest
free. Expected credit losses are based on the assumption that
repayment of the loan is demanded at the reporting date. No
allowance for expected credit losses related to amounts owed by
Group undertakings is deemed necessary as the amounts due are from
100% owned subsidiaries which would be supported by the parent
company. The above trade and other receivables are shown net of
their expected credit loss allowances, which total £0.88m (2023:
£1.07m). The Group's standard invoice payment terms are 35
days.
Due to the nature of the current
receivables, their carrying value is considered to be the same as
their fair value.
21.
Assets held for sale and associated liabilities, and discontinued
operations
On 30 December 2022, the Group
announced its intention to dispose of the subsidiaries TriConnex
Ltd and eSmart Networks Ltd. The disposal completed on 3 February
2023 and the former subsidiaries were reported in the financial
statements for the period to 30 September 2023 as discontinued
operations. Financial information relating to the discontinued
operations for the period to the date of disposal are set out
below. The financial performance and cash flow information
presented are for the four months ended 31 January 2023.
|
|
|
|
|
|
|
eSmart
|
|
|
|
|
|
Total
|
TriConnex
|
Networks
|
|
|
|
|
|
2023
|
2023
|
2023
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
Revenue
|
|
|
|
23,484
|
17,992
|
5,492
|
|
Expenses
|
|
|
|
(23,795)
|
(16,942)
|
(6,853)
|
|
(Loss)/profit before income tax
|
|
|
|
(312)
|
1,049
|
(1,361)
|
|
Income tax expense
|
|
|
|
60
|
(199)
|
259
|
|
(Loss)/profit after income tax of
discontinued operations
|
|
|
|
(252)
|
850
|
(1,102)
|
|
Gain on sale of subsidiaries (see
below)
|
|
|
|
67,545
|
|
|
|
Total gain on sale of subsidiary
|
|
|
|
67,292
|
|
|
|
Consideration received:
|
Total
2023
£'000
|
TriConnex
2023
£'000
|
eSmart
2023
£'000
|
|
Cash
|
77,700
|
-
|
-
|
|
Carrying amount of net assets sold
|
7,746
|
9,080
|
(1,333)
|
|
Costs related to the sale of the discontinued
operations
|
(2,409)
|
-
|
-
|
|
Gain on sale after income tax
|
67,545
|
-
|
-
|
The carrying amounts of assets and
liabilities as at the date of sale (3 February 2023)
were:
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
2023
|
|
|
|
|
|
£'000
|
|
Non-current assets
|
|
|
|
|
|
Property, plant and
equipment
|
|
|
|
798
|
|
Right of use assets
|
|
|
|
1,585
|
|
Total non-current assets
|
|
|
|
2,383
|
|
Current assets
|
|
|
|
|
|
Inventories
|
|
|
|
3,625
|
|
Trade and other
receivables
|
|
|
|
14,450
|
|
Contract assets
|
|
|
|
23,232
|
|
Corporation tax asset
|
|
|
|
330
|
|
Cash
|
|
|
|
15,123
|
|
Total current assets
|
|
|
|
56,760
|
|
Total assets
|
|
|
|
59,143
|
|
Current liabilities
|
|
|
|
|
|
Trade and other creditors
|
|
|
|
15,123
|
|
Contract liabilities
|
|
|
|
34,449
|
|
Lease liabilities
|
|
|
|
513
|
|
Corporation tax liability
|
|
|
|
314
|
|
Total current liabilities
|
|
|
|
50,399
|
|
Non-current liabilities
|
|
|
|
|
|
Lease liabilities
|
|
|
|
883
|
|
Deferred tax liabilities
|
|
|
|
115
|
|
Total non-current liabilities
|
|
|
|
998
|
|
Total liabilities
|
|
|
|
51,397
|
|
Net
assets
|
|
|
|
7,746
|
22.
Trade and other payables
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Trade payables
|
12,055
|
13,683
|
201
|
108
|
|
Other payables
|
373
|
492
|
149
|
33
|
|
Accruals
|
656
|
804
|
309
|
367
|
|
Social security and other tax
payable
|
484
|
561
|
42
|
51
|
|
Amounts owed to Group
undertakings
|
-
|
-
|
-
|
905
|
|
Current
|
13,568
|
15,540
|
701
|
1,464
|
Other payables comprises
payroll-related liabilities.
Amounts owed to Group undertakings
are unsecured, repayable on demand and interest free.
The carrying amounts of trade and
other payables are considered to be the same as their fair values,
due to their short-term nature.
23.
Deferred tax
Net deferred tax
position
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
At 1 October
|
-
|
96
|
|
|
|
Charge/(credit) for the
year
|
-
|
(96)
|
|
-
|
|
Transfer to assets held for
sale
|
-
|
-
|
-
|
-
|
|
At
30 September
|
-
|
-
|
-
|
|
The unrecognised deferred tax asset
on losses is £2.87m (2023: £nil).
24.
Share capital
In the prior year, the Group
purchased 37,147,878 ordinary shares of £0.02 for cancellation at
£1.63 per ordinary share, as part of a capital distribution.
This returned £60.5m to shareholders by way of a tender Offer
following the sale of TriConnex and eSmart Networks.
Shares are fully paid at par and the
rights attached to the ordinary shares are disclosed within the
articles of association.
|
|
2024
|
2023
|
|
Group and Company
|
£'000
|
£'000
|
|
9,034,307 (2023: 9,034,307) ordinary
shares of £0.02 each (authorised and in issue)
|
181
|
181
|
|
|
181
|
181
|
25.
Cash flow information
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Cash and cash equivalents
|
12,801
|
14,626
|
9,383
|
11,797
|
|
Lease liabilities
|
(11,169)
|
(11,644)
|
(32)
|
(43)
|
|
Net
(debt)/cash
|
1,632
|
2,982
|
9,351
|
11,754
|
|
|
Assets
|
Liabilities from financing activities
|
|
|
|
Cash and
cash equivalents
|
|
Lease
liabilities
|
Total
|
|
|
£'000
|
|
£'000
|
£'000
|
|
Net
(debt)/cash at 1 October 2022
|
24,168
|
|
(12,456)
|
11,712
|
|
Cash flows
|
(9,542)
|
|
1,472
|
(8,070)
|
|
New leases
|
-
|
|
(1,088)
|
(1,088)
|
|
Finance expense
|
-
|
|
(564)
|
(564)
|
|
Other changes
|
-
|
|
3
|
3
|
|
Discontinued operations
|
-
|
|
989
|
989
|
|
Net
(debt)/cash at 30 September 2023
|
14,626
|
|
(11,644)
|
2,982
|
|
Cash flows
|
(1,825)
|
|
(11)
|
(1,836)
|
|
Financing payments
|
|
|
1,196
|
1,196
|
|
New leases
|
-
|
|
(710)
|
(710)
|
|
Finance expense
|
-
|
|
(690)
|
(690)
|
|
Interest payments
|
|
|
690
|
690
|
|
Other changes
|
-
|
|
--
|
-
|
|
Net
(debt)/cash at 30 September 2024
|
12,801
|
|
(11,169)
|
1,632
|
26.
Financial instruments
a) Cash and cash
equivalents
|
|
2024
£'000
|
2023
£'000
|
|
Current assets
|
|
|
|
Cash at bank
|
12,801
|
14,626
|
|
|
12,801
|
14,626
|
Reconciliation to cash flow
statement
The above figures reconcile to the
amount of cash shown in the statement of cash flows at the end of
the financial year as follows:
|
|
2024
£'000
|
2023
£'000
|
|
Balance as above
|
12,801
|
14,626
|
|
Balance per statement of cash
flow
|
12,801
|
14,626
|
b)
Assets and liabilities
|
|
Group
|
Group
|
Company
|
Company
As
restated
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Non-current assets
|
|
|
|
|
|
Amounts owed by Group
undertakings
|
-
|
-
|
6,329
|
6,278
|
|
Current assets
|
|
|
|
|
|
Trade receivables
|
20,536
|
23,272
|
64
|
340
|
|
Other receivables
|
678
|
524
|
8
|
2
|
|
|
21,214
|
23,796
|
72
|
342
|
|
Cash and cash equivalents
|
12,801
|
14,626
|
9,383
|
11,797
|
|
Total financial assets
|
34,015
|
38,423
|
9,455
|
12,139
|
|
Non-current liabilities
|
|
|
|
|
|
Lease liabilities
|
9.638
|
9,818
|
23
|
10
|
|
|
9,638
|
9,818
|
23
|
10
|
|
Current liabilities
|
|
|
|
|
|
Trade payables
|
12,055
|
13,683
|
201
|
107=8
|
|
|
|
|
|
|
|
Other payables
|
373
|
492
|
146
|
33
|
|
Accruals
|
656
|
804
|
309
|
367
|
|
Lease liabilities
|
1,531
|
1,826
|
42
|
51
|
|
Amounts owed to Group
undertakings
|
-
|
-
|
-
|
905
|
|
|
14,616
|
16,805
|
710
|
1,464
|
|
Total financial liabilities at
amortised cost
|
24,253
|
26,623
|
733
|
1,474
|
27.
Financial risk management
The Group and Company's activities
expose it to a variety of financial risks: credit risk, liquidity
risk, capital risk and market risk. The overall risk management
programme focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the Group's
financial performance. Risk management is carried out by the Board;
they have assessed the exposure, policies and market conditions and
consider there to be no change to the policies outlined
below:
a) Credit
risk
Credit risk refers to the risk that a
counterparty will default on its contractual obligations resulting
in financial loss. In order to minimise this risk the Group
endeavours only to deal with companies which are demonstrably
creditworthy and this, together with the aggregate financial
exposure, is continuously monitored.
The maximum exposure to credit risk
is the value of the outstanding amount of cash balances, trade and
other receivables and contract assets:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Continuing operations
|
|
Group
|
|
Trade and other
receivables
|
20,536
|
23,272
|
|
Contract assets
|
2,647
|
2,784
|
|
Cash and cash equivalents
|
12,801
|
14,626
|
|
Company
|
|
Trade and other
receivables
|
374
|
453
|
|
Cash and cash equivalents
|
9,383
|
11,797
|
The Group considers that credit risk
on cash and cash equivalents is low based on the external credit
ratings of the banks used. Impairment on cash and cash equivalents
has been measured on a 12-month expected credit loss basis and
reflects the short maturities of the exposure. The maximum exposure
is the amount of the deposit.
Management consider default to be
when companies do not make payment when due; this would further be
considered as impaired when it becomes clear that no payment will
be made. During the FY2023 year, ilke Homes went into
administration creating a credit loss within Tamdown Group Ltd of
£2,962,000. Management considered this to be an unusual event.
Provision of services by members of the Group results in trade
receivables. Following a full review of receivables management
consider this to continue to be of low risk.
b) Liquidity
risk
Continuing operations
Group
The Group currently holds cash
balances in sterling to provide funding for normal trading
activity. Trade and other payables are monitored as part of normal
management routine. The Group's financial liabilities have
contractual maturities as summarised below:
|
|
Within one
year
|
Two to five
years
|
Over five
years
|
|
2024
|
£'000
|
£'000
|
£'000
|
|
Lease liabilities
|
1,534
|
3,682
|
5,552
|
|
Trade payables
|
12,055
|
|
-
|
|
Accruals and payments on
account
|
656
|
-
|
-
|
|
|
Within one
year
|
Two to
five years
|
Over five
years
|
|
2023
|
£'000
|
£'000
|
£'000
|
|
Lease liabilities
|
1,826
|
3,668
|
6,150
|
|
Trade payables
|
13,683
|
-
|
-
|
|
Accruals and payments on
account
|
804
|
-
|
-
|
The borrowings are net of any
transaction costs incurred. The transaction costs are recognised in
the income statement over the period of the borrowings.
Company
The Company holds minimum cash
balances. Trade and other payables are monitored as part of normal
management routine. Liabilities are disclosed as
follows:
|
|
Within one
year
|
Two to five
years
|
Over five
years
|
|
2024
|
£'000
|
£'000
|
£'000
|
|
Trade payables
|
201
|
-
|
-
|
|
Amounts owed to Group
undertakings
|
-
|
-
|
-
|
|
Accruals and payments on
account
|
309
|
-
|
-
|
|
Other payables
|
148
|
-
|
-
|
|
|
Within one
year
|
Two to
five years
|
Over five
years
|
|
2023
|
£'000
|
£'000
|
£'000
|
|
Trade payables
|
475
|
-
|
-
|
|
Amounts owed to Group
undertakings
|
905
|
-
|
-
|
|
Accruals and payments on
account
|
-
|
-
|
-
|
|
Other payables
|
33
|
-
|
-
|
c) Capital risk
management
The Group's objectives when managing
capital are to safeguard its ability to continue as a going concern
in order to provide returns for shareholders and benefits for other
stakeholders and to maintain a capital structure which optimises
the cost of capital. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.
Decisions regarding the balance of equity and borrowings, dividend
policy and all major borrowing facilities are reserved for the
Board.
d) Foreign exchange and
interest rate risk
The Group has no significant
exposure to currency risk or interest rate risk.
28.
Share-based payments
No share schemes were operational
during 2024.
The total share-based payments
charged to the statement of comprehensive income for 2023 was a
charge of £700,003.
29.
Related party transactions
The Group's key management personnel
are the Executive and Non-Executive Directors.
During the year the Group transacted
total sales with the following companies of which Mike Morris was
also a director until 15 August 2024:
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
|
Advanced Water Infrastructure
Networks Limited
|
-
|
2
|
|
Advanced Electricity Networks
Limited
|
-
|
1
|
|
Advanced Utility Networks
Limited
|
290
|
52
|
|
eSmart Networks Limited
|
230
|
390
|
|
TriConnex Limited
|
382
|
783
|
30.
Contingent assets and liabilities
Group and
Company
Nexus Infrastructure plc has issued
a letter of support to Tamdown Group Ltd for 12 months from the
signing of the accounts.
Under a Group registration, the
Company is jointly liable for value added tax by other Group
companies. As at 30 September 2024, there was a value added tax
asset of £678,000 (2023: £486,000).
During the financial period to 30
September 2023, a subsidiary had lodged a claim against a supplier
for damages caused by the supply of faulty services. The parties
referred the matter to an 'alternative resolution' process. A
contingent asset of £1.825m was recognised in the 2023 annual
report and was received in December 2023.
31.
Capital commitments
Group and
Company
At 30 September 2024, the Group had
capital commitments of £1.13m relating to plant and equipment
(2023: £nil). The Company had no capital commitments (2023:
£nil).
32.
Events after the reporting year
Group and
Company
Acquisition of Coleman Construction
and Utilities Limited
On 29 October 2024, Nexus
Infrastructure plc acquired 100% of the issued shares in Coleman
Construction and Utilities Limited, a civil engineering and
construction business trading in the water, rail, highways, and
rivers & marine sectors for a consideration of £5.38m.
The acquisition aligns to Nexus strategic objective of diversifying
into additional key sectors critical to the UK
infrastructure.
The financial effects of this
transaction have not been recognised at 30 September 2024.
The operating results and assets and liabilities of the
acquired company will be consolidated from 30 October
2024.
Details of the consideration transferred
are:
|
£'000
|
|
Purchase consideration
|
|
Cash paid
|
3,075
|
|
Contingent consideration
|
187
|
|
Settlement of inter company balances
and loans
|
818
|
|
Deferred cash consideration to a
maximum of
|
1,300
|
|
Total purchase
consideration
|
5,380
|
The provisionally determined fair
values of the assets and liabilities of Coleman Construction and
Utilities Limited as at the date of acquisition are as
follows:
|
£'000
|
|
Cash and cash equivalents
|
548
|
|
Property, plant and
equipment
|
688
|
|
Inventories
|
0
|
|
Receivables
|
2,997
|
|
Payables
|
(990)
|
|
Borrowings
|
(34)
|
|
Net deferred tax assets
|
(58)
|
|
Net identifiable assets
acquired
|
3,151
|
|
Add: Goodwill
|
2,229
|
|
Net assets acquired
|
5,380
|
The goodwill is attributable to
Coleman Construction and Utilities strong position and
profitability in trading in the water sector with synergies
expected to arise after the company's acquisition of the new
subsidiary. None of the good will is expected to be deductible for
tax purposes.
The contingent consideration
arrangement requires Nexus Infrastructure plc to pay a maximum
first earn-out consideration of £560,000 and a maximum second
earn-out consideration of £736,000 subject to achieving EBITDA
levels of £850,000 for the first earn-out and £1,013,000 for the
second earn-out consideration. A catch-up mechanism is
included.
