Company registration number 13019632 (England and Wales)
O4B HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
O4B HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mrs C M Foster
Mrs C L Blayds
Mr M D Foster
Mr W A Blayds
Company number
13019632
Registered office
Meadowbank House Tweedale Way
Chadderton
Oldham
OL9 8EH
Auditor
Cowgill Holloway LLP
Regency House
45-53 Chorley New Road
Bolton
BL1 4QR
Bankers
National Westminister
10 Yorkshire Street
Oldham
OL1 1QT
O4B HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 32
O4B HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 1 -

The directors present the strategic report for the period ended 31 December 2021.

Fair review of the business

The directors are satisfied with the results for the period and the year end balance sheet position. The group returned results in line with management expectations.

 

The group has implemented a strategy that will continue to focus on beneficial trading activities core to the business with results targeted to be realised in 2022.

Principal risks and uncertainties

Financial risk management objectives and policies
The group uses various financial instruments including a bank loan.

The main risks arising from the group's financial instruments are market risk, cash flow interest rate risk, credit risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below.

Liquidity risk
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs to invest cash assets safely and profitably.

Short term flexibility is achieved by overdraft facilities.

Interest rate risk
The group finances its operations through a mixture of retained profits and a bank overdraft. The group exposure to interest rate fluctuations on its borrowings is managed by the use of a floating rate.

Foreign currency risk
The group is exposed to translation and transaction foreign exchange risk.

Credit risk
The group's principal financial assets are cash and trade debtors. The principal credit risk arises therefore from its trade debtors. To help manage this risk the group has in place a whole turnover credit insurance policy. Credit limits are established by either insurance company approved limits or payment history under the insurance company discretionary credit limit facility.

Market risk
Market risk encompasses three types of risk, being currency risk, fair value interest risk and price risk. The group's policies for managing fair value interest rate risk are considered along with those for managing cash flow interest rate risk are set out in the subsection entitled "interest rate risk" below. There is no price risk.

Key performance indicators

Key performance indicators are used throughout the group. The group's focus is on improvements in gross margin and reducing operating costs, supported by robust cash flow monitoring.

Other information and explanations

The directors are optimistic about the group's potential for both revenue and profit growth over the coming years. The directors expect that the group will benefit from the development of a broader product range and an increased focus on online and end user sales.

O4B HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 2 -

On behalf of the board

Mrs C M Foster
Director
15 August 2022
O4B HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2021.

Principal activities

The principal activity of the group is that of retail sale of nursery goods.

Results and dividends

The results for the period are set out on page 9.

Ordinary dividends were paid to the minority interest. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Mrs C M Foster
Mrs C L Blayds
Mr M D Foster
Mr W A Blayds
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

O4B HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 4 -
On behalf of the board
Mrs C M Foster
Director
15 August 2022
O4B HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF O4B HOLDINGS LIMITED
- 5 -

Qualified opinion

We have audited the financial statements of O4B Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2021 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

Basis for qualified opinion

As the previous auditors did not attend the physical stock at the 31st December 2020 and therefore qualified in respect of physical stock valuations, we are unable to satisfy ourselves over the opening balances of the stock included in the pre-acquisition reserves.

 

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Conclusions relating to going concern

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

 

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

 

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

O4B HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF O4B HOLDINGS LIMITED
- 6 -

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 contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the opening inventory quantities included in the pre-acquisition reserves. We have concluded that where the other information refers to the opening inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

Except for the matter described in the basis for the qualified opinion section of our report, in the light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's report.

 

In respect solely of the limitation on our work relating to opening stock as described above:

 

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:

 

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

O4B HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF O4B HOLDINGS LIMITED
- 7 -
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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

 

Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

 

Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: Companies Act 2006, Health and Safety at Work Act and Employment Law.

 

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

O4B HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF O4B HOLDINGS LIMITED
- 8 -

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.

Alex Hesketh (Senior Statutory Auditor)
For and on behalf of Cowgill Holloway LLP
15 August 2022
Chartered Accountants
Statutory Auditor
Regency House
45-53 Chorley New Road
Bolton
BL1 4QR
O4B HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 9 -
Period
ended
31 December
2021
Notes
£
Turnover
3
34,077,142
Cost of sales
(30,923,542)
Gross profit
3,153,600
Administrative expenses
(2,052,361)
Other operating income
13,352
Operating profit
4
1,114,591
Interest receivable and similar income
8
221
Interest payable and similar expenses
9
(1,927)
Profit before taxation
1,112,885
Tax on profit
10
(159,990)
Profit for the financial period
952,895
Other comprehensive income
Fair value adjustments reclassified to profit or loss
24,000
Total comprehensive income for the period
976,895
Profit for the financial period is attributable to:
- Owners of the parent company
638,440
- Non-controlling interests
314,455
952,895
Total comprehensive income for the period is attributable to:
- Owners of the parent company
654,520
- Non-controlling interests
322,375
976,895
O4B HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 10 -
2021
Notes
£
£
Fixed assets
Goodwill
11
41,042
Other intangible assets
11
800,760
Total intangible assets
841,802
Tangible assets
12
1,350,623
2,192,425
Current assets
Stocks
15
7,118,449
Debtors
16
472,897
Cash at bank and in hand
3,412
7,594,758
Creditors: amounts falling due within one year
17
(6,910,898)
Net current assets
683,860
Total assets less current liabilities
2,876,285
Creditors: amounts falling due after more than one year
18
(89,589)
Provisions for liabilities
Deferred tax liability
20
35,225
(35,225)
Net assets
2,751,471
Capital and reserves
Called up share capital
22
100
Revaluation reserve
363,835
Profit and loss reserves
2,283,584
Equity attributable to owners of the parent company
2,647,519
Non-controlling interests
103,952
2,751,471
The financial statements were approved by the board of directors and authorised for issue on 15 August 2022 and are signed on its behalf by:
15 August 2022
Mrs  C M Foster
Director
O4B HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2021
31 December 2021
- 11 -
2021
Notes
£
£
Fixed assets
Investments
13
50,356
Current assets
Debtors
16
4
Creditors: amounts falling due within one year
17
(50,260)
Net current liabilities
(50,256)
Net assets
100
Capital and reserves
Called up share capital
22
100

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0.

The financial statements were approved by the board of directors and authorised for issue on 15 August 2022 and are signed on its behalf by:
15 August 2022
Mrs  C M Foster
Director
Company Registration No. 13019632
O4B HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 12 -
Share capital
Revaluation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 15 November 2020
-
-
-
-
-
-
Period ended 31 December 2021:
Profit for the period
-
-
638,440
638,440
314,455
952,895
Other comprehensive income:
Fair value adjustments reclassified to profit or loss
-
24,000
-
24,000
-
24,000
Amounts attributable to non-controlling interests
-
(7,920)
-
(7,920)
7,920
-
Total comprehensive income for the period
-
16,080
638,440
654,520
322,375
976,895
Issue of share capital
22
100
-
-
100
-
100
Dividends
-
-
-
-
(1,200,000)
(1,200,000)
Acquisition of subsidiary
-
(171,282)
1,645,144
1,473,862
981,577
2,455,439
Revaluation of land and buildings
-
519,037
-
519,037
-
519,037
Balance at 31 December 2021
100
363,835
2,283,584
2,647,519
103,952
2,751,471
O4B HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 13 -
Share capital
Notes
£
Balance at 15 November 2020
-
Period ended 31 December 2021:
Profit and total comprehensive income for the period
-
Issue of share capital
22
100
Balance at 31 December 2021
100
O4B HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 14 -
2021
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
2,083,122
Interest paid
(1,927)
Income taxes paid
(451,123)
Net cash inflow/(outflow) from operating activities
1,630,072
Investing activities
Purchase of intangible assets
(628,884)
Purchase of tangible fixed assets
(17,686)
Cash received on acquisition of subsidiary
246,474
Interest received
221
Net cash used in investing activities
(399,875)
Financing activities
Proceeds from issue of shares
100
Repayment of bank loans
(26,885)
Dividends paid to non-controlling interests
(1,200,000)
Net cash used in financing activities
(1,226,785)
Net increase in cash and cash equivalents
3,412
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
3,412
O4B HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 15 -
2021
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
50,256
Investing activities
Purchase of subsidiaries
(50,356)
Net cash used in investing activities
(50,356)
Financing activities
Proceeds from issue of shares
100
Net cash generated from/(used in) financing activities
100
Net increase in cash and cash equivalents
-
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
-
0
O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 16 -
1
Accounting policies
Company information

O4B Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Meadowbank House Tweedale Way, Chadderton, Oldham, OL9 8EH.

 

The group consists of O4B Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The company was incorporated 15th November 2020 and the financial statements have been prepared for the period ended 31st December 2021.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties at fair value. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company O4B Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2021. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 17 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 18 -
1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Website
Asset not in use so no amortisation
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% per annum straight line
Plant and equipment
15% per annum reducing balance
Fixtures and fittings
25% per annum reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 19 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 20 -
1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 23 -
1.19
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.20
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2021
£
Turnover analysed by geographical market
United Kingdom
34,077,142
2021
£
Other revenue
Interest income
221
Grants received
10,546
O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 24 -
4
Operating profit
2021
£
Operating profit for the period is stated after charging/(crediting):
Exchange losses
25,951
Government grants
(10,546)
Depreciation of owned tangible fixed assets
62,499
Amortisation of intangible assets
9,214
Operating lease charges
65,277

Government grants received relates to claims made for the Coronavirus Job Retention Scheme.

5
Auditor's remuneration
2021
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
21,000
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2021
2021
Number
Number
48
-
0

Their aggregate remuneration comprised:

Group
Company
2021
2021
£
£
Wages and salaries
1,241,699
-
0
Social security costs
110,841
-
0
Pension costs
17,280
-
0
1,369,820
-
0
O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 25 -
7
Directors' remuneration
2021
£
Remuneration for qualifying services
200,000
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2021
£
Remuneration for qualifying services
50,000
8
Interest receivable and similar income
2021
£
Interest income
Other interest income
221
9
Interest payable and similar expenses
2021
£
Other finance costs:
Interest on finance leases and hire purchase contracts
1,927
10
Taxation
2021
£
Current tax
UK corporation tax on profits for the current period
227,963
Deferred tax
Origination and reversal of timing differences
(67,973)
Total tax charge
159,990
O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
10
Taxation
(Continued)
- 26 -

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2021
£
Profit before taxation
1,112,885
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00%
211,448
Tax effect of expenses that are not deductible in determining taxable profit
3,160
Permanent capital allowances in excess of depreciation
7,438
Other permanent differences
5,917
Deferred tax adjustments in respect of prior years
(67,973)
Taxation charge
159,990
11
Intangible fixed assets
Group
Goodwill
Website
Total
£
£
£
Cost
At 15 November 2020
-
0
-
0
-
0
Additions - separately acquired
-
0
628,884
628,884
Additions - business combinations
50,256
-
0
50,256
Transfers
-
0
171,876
171,876
At 31 December 2021
50,256
800,760
851,016
Amortisation and impairment
At 15 November 2020
-
0
-
0
-
0
Amortisation charged for the period
9,214
-
0
9,214
At 31 December 2021
9,214
-
0
9,214
Carrying amount
At 31 December 2021
41,042
800,760
841,802
The company had no intangible fixed assets at 31 December 2021.
O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 27 -
12
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost or valuation
At 15 November 2020
-
0
-
0
-
0
-
0
Additions
1,198,000
44,637
318,361
1,560,998
Revaluation
2,000
-
0
-
0
2,000
Transfers
-
0
-
0
(171,876)
(171,876)
At 31 December 2021
1,200,000
44,637
146,485
1,391,122
Depreciation and impairment
At 15 November 2020
-
0
-
0
-
0
-
0
Depreciation charged in the period
22,000
6,215
34,284
62,499
Revaluation
(22,000)
-
0
-
0
(22,000)
At 31 December 2021
-
0
6,215
34,284
40,499
Carrying amount
At 31 December 2021
1,200,000
38,422
112,201
1,350,623
The company had no tangible fixed assets at 31 December 2021.

Land and buildings were revalued at 12th April 2022 at market value. A valuation at that date was obtained from Matthews & Goodman LLP, a firm of independent valuers. The directors believe this valuation to be correct as at 31st December 2021.

 

Land and buildings are carried at valuation. If land and buildings were measured using the cost model, the carrying amounts would have been approximately £642,465 (2020 £658,264), being cost of £789,928 (2020 £789,928) and depreciation £147,463 (2020 £131,664).

13
Fixed asset investments
Group
Company
2021
2021
Notes
£
£
Investments in subsidiaries
14
-
0
50,356
O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
13
Fixed asset investments
(Continued)
- 28 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 15 November 2020
-
Additions
50,356
At 31 December 2021
50,356
Carrying amount
At 31 December 2021
50,356
O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 29 -
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2021 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Online 4 Baby Limited
England and Wales
Ordinary
67.00
15
Stocks
Group
Company
2021
2021
£
£
Finished goods and goods for resale
7,118,449
-
0
16
Debtors
Group
Company
2021
2021
Amounts falling due within one year:
£
£
Trade debtors
304,791
-
0
Other debtors
4
4
Prepayments and accrued income
168,102
-
0
472,897
4
17
Creditors: amounts falling due within one year
Group
Company
2021
2021
Notes
£
£
Bank loans
19
27,136
-
0
Trade creditors
4,979,911
-
0
Amounts owed to group undertakings
-
0
50,260
Corporation tax payable
242,508
-
0
Other taxation and social security
249,199
-
Other creditors
255,407
-
0
Accruals and deferred income
1,156,737
-
0
6,910,898
50,260
O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 30 -
18
Creditors: amounts falling due after more than one year
Group
Company
2021
2021
Notes
£
£
Bank loans and overdrafts
19
89,589
-
0
19
Loans and overdrafts
Group
Company
2021
2021
£
£
Bank loans
116,725
-
0
Payable within one year
27,136
-
0
Payable after one year
89,589
-
0

The bank loan is secured by a first legal charge over the property Unit B Broadway, Chadderton, Oldham, and by a mortgage debenture over the assets of the company.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2021
Group
£
Accelerated capital allowances
35,225
The company has no deferred tax assets or liabilities.
Group
Company
2021
2021
Movements in the period:
£
£
Asset at 15 November 2020
-
-
Credit to profit or loss
(67,973)
-
Acquired on purchase of subsidiary
103,198
-
Liability at 31 December 2021
35,225
-

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 31 -
21
Retirement benefit schemes
2021
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
17,280

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
Group and company
2021
2021
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
100
100
23
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2021
2021
£
£
Within one year
3,847
-
Between two and five years
12,588
-
16,435
-
24
Controlling party

The company is controlled by its Directors.

O4B HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
- 32 -
25
Cash generated from/(absorbed by) group operations
2021
£
Profit for the period after tax
952,895
Adjustments for:
Taxation charged
159,990
Finance costs
1,927
Investment income
(221)
Amortisation and impairment of intangible assets
9,214
Depreciation and impairment of tangible fixed assets
62,499
Movements in working capital:
Increase in stocks
(718,500)
Decrease in debtors
538,178
Increase in creditors
1,077,140
Cash generated from/(absorbed by) operations
2,083,122
26
Cash generated from/(absorbed by) operations - company
2021
£
Profit for the period after tax
-
Movements in working capital:
Increase in debtors
(4)
Increase in creditors
50,260
Cash generated from/(absorbed by) operations
50,256
27
Analysis of changes in net debt - group
15 November 2020
Cash flows
31 December 2021
£
£
£
Cash at bank and in hand
-
3,412
3,412
Borrowings excluding overdrafts
-
(116,725)
(116,725)
-
(113,313)
(113,313)
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