Zerographic Holdings Limited Group accounts (Group and Company)

ZEROGRAPHIC HOLDINGS LIMITED - Company Information

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COMPANY REGISTRATION NUMBER: 13157349

Zerographic Holdings Limited

Financial Statements

30 April 2022

Zerographic Holdings Limited

Financial Statements

Period from 25 January 2021 to 30 April 2022

Contents	Pages

Officers and professional advisers	1

Strategic report	2

Directors' report	3 to 4

Independent auditor's report to the members	5 to 8

Consolidated statement of comprehensive income	9

Consolidated statement of financial position	10

Company statement of financial position	11

Consolidated statement of changes in equity	12

Company statement of changes in equity	13

Consolidated statement of cash flows	14

Notes to the financial statements	15 to 27

Zerographic Holdings Limited

Officers and Professional Advisers

The board of directors	Mr K Corbett
	QAGDORM6 Ltd

Registered office	St Ann's Quay
	118 Quayside
	Newcastle Upon Tyne
	United Kingdom
	NE1 3BD

Auditor	BSN Associates Limited
	Chartered accountants & statutory auditor
	3B Swallowfield Courtyard
	Wolverhampton Road
	Oldbury
	West Midlands
	B69 2JG

Zerographic Holdings Limited

Strategic Report

Period from 25 January 2021 to 30 April 2022

The company was incorporated during the period and acquired its subsidiary company Zerographic Systems Limited. The principal activity of the group is that we advise, design and implement managed technology for commercial and public sector organisations. Our range consists of Hardware, Software, Workplace Technology including Cloud, Data, Security and Networking. The group continues to take advantage of the opportunity to increase the product portfolio in both hardware and software and this is expected to present further opportunity for growth in the future. Business Review The Directors monitor group key performance indicators including turnover and profit levels relating to headcount and to both forecast and historic results. The group has had a strong trading period which has seen the group results show a profit before tax in the year of £327,873 after allowing for amortisation of goodwill on its acquisition. The directors measure the group's financial performance against certain key performance indicators (KPI's): 2022 Gross profit margin (%) 32.03% Debtors days (No of Days) 28 EBITDA (£'000) 1,591 Risks and uncertainties The Directors review the key risks facing the group regularly as part of the strategic planning process. The key risks continue to be; threat of competition in the marketplace and the impact of changes in the economic environment. Other working capital risks such as credit risk and liquidity risk continue to be managed and monitored through the groups internal control processes. The group has made significant progress with its European business, despite the continued unfolding of Brexit. The Directors consider the performance of the group during the period, the financial position at the end of the period, and its prospects for the future to be very strong.

This report was approved by the board of directors on 10 February 2023 and signed on behalf of the board by:

Mr K Corbett

Director

Registered office:

St Ann's Quay

118 Quayside

Newcastle Upon Tyne

United Kingdom

NE1 3BD

Zerographic Holdings Limited

Directors' Report

Period from 25 January 2021 to 30 April 2022

The directors present their report and the financial statements of the group for the period ended 30 April 2022 .

Directors

The directors who served the company during the period were as follows:

Mr K Corbett	(Appointed 6 May 2021)
QAGDORM6 Ltd	(Appointed 25 January 2021)

Dividends

The directors do not recommend the payment of a dividend.

Future developments

The directors expect the growth and profitability of the group to continue with the strategies that it has in place.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 10 February 2023 and signed on behalf of the board by:

Mr K Corbett

Director

Registered office:

St Ann's Quay

118 Quayside

Newcastle Upon Tyne

United Kingdom

NE1 3BD

Zerographic Holdings Limited

Independent Auditor's Report to the Members of Zerographic Holdings Limited

Period from 25 January 2021 to 30 April 2022

Opinion

We have audited the financial statements of Zerographic Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2022 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 30 April 2022 and of the group's profit for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We have reviewed financial statement disclosures and tested these to supporting documentation to assess compliance with applicable laws and regulations. We have audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. We have also made enquiries of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report

This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Hannah Justice FCA FCCA

(Senior Statutory Auditor)

For and on behalf of

BSN Associates Limited

Chartered accountants & statutory auditor

3B Swallowfield Courtyard

Wolverhampton Road

Oldbury

West Midlands

B69 2JG

10 February 2023

Zerographic Holdings Limited

Consolidated Statement of Comprehensive Income

Period from 25 January 2021 to 30 April 2022

		Period from
		25 Jan 21 to
		30 Apr 22
Note		£
Turnover	4	16,520,709

Cost of sales	11,392,134
	-------------
Gross profit	5,128,575

Administrative expenses		5,123,315
Other operating income	5	446,260
		------------
Operating profit	6	451,520

Amounts written off investments		120,833
Interest payable and similar expenses	9	2,814
		------------
Profit before taxation		327,873

Tax on profit	10	326,855
		---------
Profit for the financial period and total comprehensive income		1,018
		---------

All the activities of the group are from continuing operations.

Zerographic Holdings Limited

Consolidated Statement of Financial Position

30 April 2022

	30 Apr 22
Note	£

Fixed assets

Intangible assets	11	7,502,484
Tangible assets	12	747,990
		------------
		8,250,474

Current assets

Stocks	14	404,279
Debtors	15	3,235,189
Investments	16	600,000
Cash at bank and in hand		1,690,293
		------------
		5,929,761

Creditors: amounts falling due within one year	17	4,539,703
		------------
Net current assets		1,390,058
		------------
Total assets less current liabilities		9,640,532

Creditors: amounts falling due after more than one year	18	9,647,621

Provisions	20	( 8,960)
		------------
Net assets		1,871
		------------

Capital and reserves

Called up share capital	25	100
Profit and loss account	26	1,018
		-------
Equity attributable to the owners of the parent company		1,118

Non-controlling interests	753
	-------
	1,871
	-------

These financial statements were approved by the board of directors and authorised for issue on 10 February 2023 , and are signed on behalf of the board by:

Mr K Corbett

Director

Company registration number: 13157349

Zerographic Holdings Limited

Company Statement of Financial Position

30 April 2022

	30 Apr 22
Note	£

Fixed assets

Investments	13	10,750,000
		-------------
Total assets less current liabilities		10,750,000

Creditors: amounts falling due after more than one year	18	9,549,900
		-------------
Net assets		1,200,100
		-------------

Capital and reserves

Called up share capital	25	100
Profit and loss account	26	1,200,000
		------------
Shareholders funds		1,200,100
		------------

The profit for the financial period of the parent company was £ 1,200,000 .

These financial statements were approved by the board of directors and authorised for issue on 10 February 2023 , and are signed on behalf of the board by:

Mr K Corbett

Director

Company registration number: 13157349

Zerographic Holdings Limited

Consolidated Statement of Changes in Equity

Period from 25 January 2021 to 30 April 2022

	Called up share capital	Profit and loss account	Equity attributable to the owners of the parent company	Non-controlling interests	Total
	£	£	£	£	£
At 25 January 2021	–	–	–	–	–

Profit for the period		1,018	1,018	–	1,018
	----	-------	-------	----	-------
Total comprehensive income for the period	–	1,018	1,018	–	1,018

Issue of shares	100	–	100	–	100
Acquisition of subsidiary with minority interest	–	–	–	753	753
	----	----	----	----	----
Total investments by and distributions to owners	100	–	100	753	853

	----	-------	-------	----	-------
At 30 April 2022	100	1,018	1,118	753	1,871
	----	-------	-------	----	-------

Zerographic Holdings Limited

Company Statement of Changes in Equity

Period from 25 January 2021 to 30 April 2022

	Called up share capital	Profit and loss account	Total
	£	£	£
At 25 January 2021	–	–	–

Profit for the period		1,200,000	1,200,000
	----	------------	------------
Total comprehensive income for the period	–	1,200,000	1,200,000

Issue of shares	100	–	100
	----	----	----
Total investments by and distributions to owners	100	–	100

	----	------------	------------
At 30 April 2022	100	1,200,000	1,200,100
	----	------------	------------

Zerographic Holdings Limited

Consolidated Statement of Cash Flows

Period from 25 January 2021 to 30 April 2022

	30 Apr 22
	£

Cash flows from operating activities

Profit for the financial period	1,018

Adjustments for:
Depreciation of tangible assets	149,764
Amortisation of intangible assets	990,035
Amounts written back to investments	115,000
Government grant income	( 446,260)
Interest payable and similar expenses	972
Tax on profit	326,855
Accrued expenses	407,603

Changes in:
Stocks	( 88,023)
Trade and other debtors	( 1,081,906)
Trade and other creditors	( 375,202)
	------------
Cash generated from operations	( 144)

Interest paid	( 972)
Tax paid	( 12,437)
	--------
Net cash (used in)/from operating activities	( 13,553)
	--------

Cash flows from investing activities

Purchase of tangible assets	( 201,019)
Purchase of intangible assets	( 6,500)
Cash acquired on acquisition of subsidiary	2,539,989
	------------
Net cash from investing activities	2,332,470
	------------

Cash flows from financing activities

Proceeds from borrowings	( 2,004,167)
Proceeds from loans from group undertakings	795,000
Government grant income	446,260
Payments of finance lease liabilities	134,283
	------------
Net cash used in financing activities	( 628,624)
	------------

Net increase in cash and cash equivalents	1,690,293
Cash and cash equivalents at beginning of period	–
	------------
Cash and cash equivalents at end of period	1,690,293
	------------

Zerographic Holdings Limited

Notes to the Financial Statements

Period from 25 January 2021 to 30 April 2022

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is St Ann's Quay, 118 Quayside, Newcastle Upon Tyne, NE1 3BD, United Kingdom.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Disclosure exemptions

The company and group do not qualify for any disclosure exemptions.

Consolidation

The financial statements consolidate the financial statements of Zerographic Holdings Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the period are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Non-controlling interests

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination.

The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Goodwill	-	10 years straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Fixtures and fittings	-	20-33% straight line
Motor vehicles	-	33% straight line
Equipment	-	over the lease term

Freehold property is not depreciated because it is the policy of the board to revalue its properties annually with professional valuations carried out at appropriate intervals. Therefore the estimated residual value of the property would result in any depreciation charge being insignificant.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Investments in associates

Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Government grants

Government grants are recognised at the fair value of the asset received or receivable. Grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and the grants will be received. Government grants are recognised using the accrual model and the performance model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable. Grants relating to assets are recognised in income on a systematic basis over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income and not deducted from the carrying amount of the asset. Under the performance model, where the grant does not impose specified future performance-related conditions on the recipient, it is recognised in income when the grant proceeds are received or receivable. Where the grant does impose specified future performance-related conditions on the recipient, it is recognised in income only when the performance-related conditions have been met. Where grants received are prior to satisfying the revenue recognition criteria, they are recognised as a liability.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Lessor policy - equipment on operating lease to the customer

Assets leased on operating lease to customers are capitalised and depreciated over the lease term. Rental income is recognised on a straight line basis over the period of the lease.

Initial direct costs incurred in negotiating, arranging and consummating a lease are apportioned over the periods expected to benefit from the lease.

Employee benefit trust

The Group has created a trust whose beneficiaries will include employees of the Group and their dependents. Assets held under this trust will be controlled by trustees who will be acting independently and entirely at their own discretion.

Where assets are held in the trust and these are considered by the Group to be in respect of services already provided by employees to the Group, the Group will account for these as assets of the Group until the earlier of it no longer having de facto control of these assets and it not obtaining future economic benefit from these assets. The value transferred will be charged in the Group's profit and loss account for the year to which it relates.

4. Turnover

Turnover arises from:

	Period from
	25 Jan 21 to
	30 Apr 22
	£
Sale of goods and associates services	16,345,724
Operating lease rental income	174,985
	-------------
	16,520,709
	-------------

The turnover is attributable to the one principal activity of the group. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

	Period from
	25 Jan 21 to
	30 Apr 22
	£
United Kingdom	16,414,382
Overseas	106,327
	-------------
	16,520,709
	-------------

5. Other operating income

	Period from
	25 Jan 21 to
	30 Apr 22
	£
Government grant income	446,260
	---------

6. Operating profit

Operating profit or loss is stated after charging/crediting:

	Period from
	25 Jan 21 to
	30 Apr 22
	£
Amortisation of intangible assets	990,035
Depreciation of tangible assets	149,764
Gains on disposal of tangible assets	( 37)
Impairment of trade debtors	88,587
Audit fees	25,000
Defined contribution plan expenses	67,269
Operating lease expenses	55,249
	---------

7. Staff costs

The average number of persons employed by the group during the period, including the directors, amounted to:

	30 Apr 22
	No.
Number of management, sales and admin staff	58
	----

The aggregate payroll costs incurred during the period, relating to the above, were:

	Period from
	25 Jan 21 to
	30 Apr 22
	£
Wages and salaries	2,502,472
Social security costs	273,624
Other pension costs	77,802
	------------
	2,853,898
	------------

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	Period from
	25 Jan 21 to
	30 Apr 22
	£
Remuneration	70,000
Company contributions to defined contribution pension plans	12,207
	--------
	82,207
	--------

The number of directors who accrued benefits under company pension plans was as follows:

	30 Apr 22
	No.
Defined contribution plans	2
	----

9. Interest payable and similar expenses

	Period from
	25 Jan 21 to
	30 Apr 22
	£
Interest on obligations under finance leases and hire purchase contracts	2,814
	-------

10. Tax on profit

Major components of tax income

	Period from
	25 Jan 21 to
	30 Apr 22
	£

Current tax:

UK current tax income	293,562
Adjustments in respect of prior periods	2,958
	---------
Total current tax	296,520
	---------

Deferred tax:

Origination and reversal of timing differences	30,335
	---------
Tax on profit	326,855
	---------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the period is higher than the standard rate of corporation tax in the UK of 19 %.

	Period from
	25 Jan 21 to
	30 Apr 22
	£
Profit on ordinary activities before taxation	327,873
	---------
Profit on ordinary activities by rate of tax	62,296
Adjustment to tax charge in respect of prior periods	31,065
Effect of expenses not deductible for tax purposes	234,235
Effect of capital allowances and depreciation	( 741)
	---------
Tax on profit	326,855
	---------

11. Intangible assets

Group	Goodwill
	£
Cost
At 25 January 2021	–
Additions	8,492,519
	------------
At 30 April 2022	8,492,519
	------------
Amortisation
At 25 January 2021	–
Charge for the period	990,035
	------------
At 30 April 2022	990,035
	------------
Carrying amount
At 30 April 2022	7,502,484
	------------

The company has no intangible assets.

12. Tangible assets

Group	Freehold property	Fixtures and fittings	Motor vehicles	Equipment	Total
	£	£	£	£	£
Cost
At 25 January 2021	–	–	–	–	–
Additions	–	9,770	105,367	85,882	201,019
Transfers	390,000	171,548	473,433	195,908	1,230,889
	---------	---------	---------	---------	------------
At 30 April 2022	390,000	181,318	578,800	281,790	1,431,908
	---------	---------	---------	---------	------------
Depreciation
At 25 January 2021	–	–	–	–	–
Charge for the period	–	23,856	81,916	43,992	149,764
Transfers	–	127,723	259,048	147,383	534,154
	---------	---------	---------	---------	------------
At 30 April 2022	–	151,579	340,964	191,375	683,918
	---------	---------	---------	---------	------------
Carrying amount
At 30 April 2022	390,000	29,739	237,836	90,415	747,990
	---------	---------	---------	---------	------------

The company has no tangible assets.

The freehold land and buildings were professionally valued at 27 March 2019 to market value by Louis Taylor Limited in accordance with the RICS Valuation Standards on market value with vacant possession. The directors do not consider that the valuation has changed in the year. If stated at historical cost the valuation of the freehold land and buildings would be £326,464. No tax would be payable on the revaluation of the property and hence no provision for this has been made in these accounts.

13. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 25 January 2021	–
Additions	10,750,000
	-------------
At 30 April 2022	10,750,000
	-------------
Impairment
At 25 January 2021 and 30 April 2022	–
	-------------

Carrying amount
At 30 April 2022	10,750,000
	-------------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Zerographic Systems Limited	Ordinary A	99.993

Zerographic Holdings Limited owns 99.993% of the issued share capital in Zerographic Systems Limited. Zerographic Systems Limited is registered in England and Wales and its registered office is Dunston Hall, Dunston, Staffordshire, ST18 9AB

14. Stocks

	Group	Company
	30 Apr 22	30 Apr 22
	£	£
Raw materials and consumables	404,279	–
	---------	----

15. Debtors

	Group	Company
	30 Apr 22	30 Apr 22
	£	£
Trade debtors	1,175,255	–
Prepayments and accrued income	455,070	–
Directors loan account	916,651	–
Other debtors	688,213	–
	------------	----
	3,235,189	–
	------------	----

16. Investments

	Group	Company
	30 Apr 22	30 Apr 22
	£	£
Other investments	600,000	–
	---------	----

The investment is included at market value.

17. Creditors: amounts falling due within one year

	Group	Company
	30 Apr 22	30 Apr 22
	£	£
Bank loans and overdrafts	10,000	–
Trade creditors	1,550,344	–
Accruals and deferred income	1,472,511	–
Corporation tax	679,268	–
Social security and other taxes	616,340	–
Obligations under finance leases and hire purchase contracts	67,395	–
Other creditors	143,845	–
	------------	----
	4,539,703	–
	------------	----

18. Creditors: amounts falling due after more than one year

	Group	Company
	30 Apr 22	30 Apr 22
	£	£
Bank loans and overdrafts	30,833	–
Amounts owed to group undertakings	794,900	794,900
Obligations under finance leases and hire purchase contracts	66,888	–
Director loan accounts	8,755,000	8,755,000
	------------	------------
	9,647,621	9,549,900
	------------	------------

19. Finance leases and hire purchase contracts

The total future minimum lease payments under finance leases and hire purchase contracts are as follows:

	Group	Company
	30 Apr 22	30 Apr 22
	£	£
Not later than 1 year	67,395	–
Later than 1 year and not later than 5 years	66,888	–
	---------	----
	134,283	–
	---------	----

20. Provisions

Group	Deferred tax (note 21)
	£
At 25 January 2021	–
Additions	28,958
Transfers	( 37,918)
	--------
At 30 April 2022	( 8,960)
	--------

The company does not have any provisions.

21. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group	Company
	30 Apr 22	30 Apr 22
	£	£
Included in provisions (note 20)	( 8,960)	–
	-------	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group	Company
	30 Apr 22	30 Apr 22
	£	£
Accelerated capital allowances	( 7,045)	–
Provisions	( 1,915)	–
	-------	----
	(8,960)	–
	-------	----

22. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 77,802 .

23. Government grants

The amounts recognised in the financial statements for government grants are as follows:

	Group	Company
	30 Apr 22	30 Apr 22
	£	£

Recognised in other operating income:

Government grants recognised directly in income	446,260	–
	---------	----

24. Financial instruments

The carrying amount for each category of financial instrument is as follows:

Financial assets that are debt instruments measured at amortised cost

		Group
		30 Apr 22
		£
	Trade debtors	1,175,255
		------------

Financial liabilities measured at amortised cost

		Group
		30 Apr 22
		£
	Trade creditors	1,550,344
		------------

25. Called up share capital

Issued, called up and fully paid

		30 Apr 22
	No.	£
Ordinary shares of £ 1 each	100	100
	----	----

26. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses.

27. Analysis of changes in net debt

	At 25 Jan 2021	Cash flows	At 30 Apr 2022
	£	£	£
Cash at bank and in hand	–	1,690,293	1,690,293
Debt due within one year	–	(77,395)	(77,395)
Debt due after one year	–	(9,647,621)	(9,647,621)
Current asset investments	–	600,000	600,000
	----	------------	------------
	–	( 7,434,723)	( 7,434,723)
	----	------------	------------

28. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group	Company
	30 Apr 22	30 Apr 22
	£	£
Not later than 1 year	16,500	–
Later than 1 year and not later than 5 years	50,875	–
	--------	----
	67,375	–
	--------	----

Zerographic Holdings Limited

Notes to the Financial Statements (continued)

Period from 25 January 2021 to 30 April 2022

29. Directors' advances, credits and guarantees

During the period the directors entered into the following advances and credits with the company and its subsidiary undertakings:

	30 Apr 22
	Balance brought forward	Advances/ (credits) to the directors	Balance outstanding
	£	£	£
Mr K Corbett	–	( 7,838,349)	( 7,838,349)
	----	------------	------------

The amount outstanding is interest free, unsecured and has no formal repayment terms.

30. Related party transactions

Group

Xavier Developments Limited During the year the group purchased £Nil from the above related party and recharged expenses of £Nil to the above related party. At the year end the group was owed £208,429 by this related party. Zerographic Systems Limited Retirement Benefits Scheme During the year the group made contributions of £10,540 to the Zerographic Systems Limited Retirement Benefits Scheme and paid rent to the scheme of £5,000 . At the year end it owed the scheme £143,266.

31. Controlling party

The immediate parent undertaking is Qubic Trustees Ltd in its capacity as trustee of The Zerographic Systems Limited Trust, that owns 100% of the company's share capital. Qubic Trustees Ltd is registered in England and Wales and its registered office is St Ann's Quay, 118 Quayside, Newcastle Upon Tyne, United Kingdom, NE1 3BD.