REG - Nexus Infrastructure - Full Year Results
23/01/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250123:nRSW3652Ua&default-theme=true
RNS Number : 3652U Nexus Infrastructure PLC 23 January 2025
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)
Alma Strategic Communications Tel: 0203 405 0205
Justine James nexus@almastrategic.com
Hannah Campbell
Will Merison
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
(https://protect.checkpoint.com/v2/r02/___http:/www.nexus-infrastructure.com/___.YzJlOm5leHVzaW5mcmFzdHJ1Y3R1cmVwbGM6YzpvOmEzMTdiMWUwN2I4NTBmYjY4ZmY3MTA3ZDBmNGJhYWI4Ojc6NDlkZToyMjRmMWJmNWE2ODEwNzZjODkxYzg3ZTA0NDQzNWQzZGI2MGE3MTM4YjhlYmJhMWZmYzQxODQ5ZWQwMDBlM2RlOnA6RjpU)
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
15(th) 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 (2,764) 58,799
to equity holders of the parent
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 - 14,995
1
Customer - 15,000
2
Customer 11,916 12,962
3
Customer 12,112 11,000
4
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 2023
£'000 £'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 - (252)
items
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 88 110
consolidated financial statements
Fees payable to the Company's auditors for the audit of the Company's 90 85
subsidiaries pursuant to legislation
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 (691) 12,998
corporation tax applicable in the UK (25%) (2023: 22.1%)
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: 90 90
1.0p per share)
Final dividend for the year ended 30 September 2023 of £2p per share (2022: 181 -
£nil per share)
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 9,034,307 24,605,883
share
(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 19 7
leases
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 Limited(1) Supply of labour to the construction industry
Tamdown Plant Hire Limited(1) 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 Group Company Company
2024 2023 2024 As restated
E'000 £'000 £'000 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 Restatement As restated
30 September 2023 £'000 30 September
£'000 2023
£'000
Non-current assets
Other receivables - 6,278 6,278
Current assets
Trade and other receivables 6,731 (6,278) 453
As reported Restatement As restated
1 October 2022 £'000 1 October 2022
£'000 £'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 TriConnex eSmart
2023 2023 2023
£'000 £'000 £'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 181 181
issue)
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 2023
£'000 £'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 2023
£'000 £'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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR ZZGZMGZMGKZZRecent news on Nexus Infrastructure
See all newsRCS - Nexus Infrastructure - Notice of Investor Presentation
AnnouncementREG - Nexus Infrastructure - Half Year Trading Update and Notice of Results
AnnouncementREG - Nexus Infrastructure - Result of AGM
AnnouncementREG - Nexus Infrastructure - Director Dealing
AnnouncementREG - Stock Exch Notice Nexus Infrastructure - N01/25 - Nexus Infrastructure plc (TIDM: NEXS)
Announcement