Company registration number 02703847 (England and Wales)
JADE-ADEN SERVICES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
JADE-ADEN SERVICES LIMITED
COMPANY INFORMATION
Directors
G P Gibson
A Gibson
(Appointed 14 April 2022)
J Gibson
(Appointed 14 April 2022)
S Kirtley
(Appointed 14 April 2022)
Company number
02703847
Registered office
Tower House
Parkstone Road
Poole
Dorset
BH15 2JH
Auditor
Hill Osborne Ltd
Tower House
Parkstone Road
Poole
Dorset
BH15 2JH
Business address
10 Holton Point
Holton Heath Trading Park
Poole
Dorset
BH16 6FL
JADE-ADEN SERVICES LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 29
JADE-ADEN SERVICES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 1 -

The directors present the strategic report for the year ended 30 September 2022.

Fair review of the business

The key financial highlights are as follows:-

 

2022
2021
2020
2019
£
£
£
£
Turnover
29,848,041
16,440,875
15,450,783
21,820,184
Profit before tax
2,848,470
2,488,285
833,040
1,267,523
Turnover growth
81.55%
6.41%
(29.19%)
32.84%
Gross profit margin
14.31%
16.10%
11.05%
10.76%
Principal risks and uncertainties

The principal activity of the company is that of design and build contractors, property developers and industrial roofing and cladding contractors. Over the last few years the primary focus has been on design and build contracts. However, the directors realise there is a potential risk if there is a general and economic decline.

 

To alleviate this risk the company continues to engage in a wide range of contracts, including industrial roofing and industrial development.

 

All sectors within which the company operates are continually reviewed to ensure that sufficient returns are made.

Given the current workload, both with in-house and contracted developments, the directors are confident of the future order book and the profits that will be achieved.

Development and performance

On 21 December 2021 the directors carried out a company reorganisation, by way of transferring all of the company's investment properties and freehold properties to a fellow group company at par value. The applicable financing was also assigned to that company. In addition to this a management buy-out took place on 14 April 2022. The total consideration was £7,500,000, of which £3,500,000 was deferred and payable by five annual payments.

 

The results of the company for the year, as set out on pages 8 to 29 show a profit on ordinary activities before tax of £2,848,470 (2021: £2,488,285). The shareholders' funds of the company total £6,907,377 (2021: £8,467,470). The group reorganisation is the main contributing factor to the movement in shareholders' funds. The directors are satisfied with the performance of the company during the year and are expecting enhanced growth in future years, particularly in industrial development where several projects are ongoing.

JADE-ADEN SERVICES LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 2 -
Key performance indicators

The company's overall performance for the year within the three key areas of revenue, has continued to show growth.

 

The development success of small energy-efficient industrial units, attracted high demand from end users and investors.

 

Design and build projects contributed to the large increase to overall turnover, with the steel frame, cladding and maintenance sector also adding growth for the year.

 

The company’s main focus whilst delivering either refurbishment, design and build, or development projects, was to achieve for the end users the best energy-efficient working environment and sustainable facility possible. Many of the projects completed have achieved net zero carbon status, which will be the benchmark energy rating for any future development projects the company undertake.

 

Although inflation has been challenging within the construction sector, the company has taken a collaborative approach with clients, to minimise the effect.

 

The development sector is anticipated to become the largest proportion of the company's turnover from late 2024 onwards, which will contribute the main future growth.

Other information and explanations

Health and Safety

The company pursues a rigorous monitoring of its health and safety obligations.

 

Environmental Issues

The company's policy on environmental issues is to assess their impact and incorporate them in the projects it is undertaking.

On behalf of the board

G P Gibson
Director
10 November 2023
JADE-ADEN SERVICES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 3 -

The directors present their annual report and financial statements for the year ended 30 September 2022.

Principal activities

The principal activity of the company was that of design and build contractors, property developers and industrial roofing and cladding contractors.

Results and dividends

The results for the year are set out on page 8.

 

The results for the year and the financial position at the year end were considered satisfactory by the directors who expect continued growth in the foreseeable future.

A dividend in specie was paid amounting to £3,837,616. The directors do not recommend payment of a further dividend.

Directors

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

G P Gibson
D C Gibson
(Resigned 14 April 2022)
A Gibson
(Appointed 14 April 2022)
J Gibson
(Appointed 14 April 2022)
S Kirtley
(Appointed 14 April 2022)
Financial instruments

The company's principal financial instruments comprise loan agreements and trade creditors. The main purpose of these instruments is to raise funds for the company's working capital requirement and to finance company operations. Due to the nature of financial instruments used by the company there is no exposure to price risk. Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Post reporting date events

On 4 October 2022 the company made a payment of £3,208,397 in settlement of loan notes entered into by its ultimate parent company, Jade-Aden Ltd, in relation to a management buy out that took place on 14 April 2022.

Auditor

The auditor, Hill Osborne Ltd, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor
So far as the directors are aware, there is no relevant audit information of which the company's auditor are unaware. Additionally, the directors 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 company's auditors are aware of that information.
On behalf of the board
G P Gibson
Director
10 November 2023
JADE-ADEN SERVICES LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 4 -

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 company and of the profit or loss of the company 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 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.

JADE-ADEN SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF JADE-ADEN SERVICES LIMITED
- 5 -
Opinion

We have audited the financial statements of Jade-Aden Services Limited (the 'company') for the year ended 30 September 2022 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 the financial statements:

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 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 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 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 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.

 

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 our audit:

JADE-ADEN SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JADE-ADEN SERVICES LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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:

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 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

We assess the risk of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures in response to those risks, including obtaining appropriate audit evidence to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, we considered the following:

 

Audit response to risks identified

Our procedures to respond to the risks identified included the following:

 

 

In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments and assessed whether judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of significant transactions outside the normal course of business.

JADE-ADEN SERVICES LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JADE-ADEN SERVICES LIMITED
- 7 -

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.

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.

Lucia Ball BFP FCA (Senior Statutory Auditor)
For and on behalf of Hill Osborne Ltd
10 November 2023
Chartered Accountants
Statutory Auditor
Tower House
Parkstone Road
Poole
Dorset
BH15 2JH
JADE-ADEN SERVICES LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 8 -
2022
2021
Notes
£
£
Turnover
3
29,848,041
16,440,875
Cost of sales
(25,576,188)
(13,793,305)
Gross profit
4,271,853
2,647,570
Administrative expenses
(1,470,579)
(1,022,455)
Other operating income
86,389
413,641
Operating profit
4
2,887,663
2,038,756
Interest receivable and similar income
7
1,560
231
Interest payable and similar expenses
8
(40,753)
(90,702)
Fair value gains and losses on investment properties
12
-
0
540,000
Profit before taxation
2,848,470
2,488,285
Tax on profit
9
(570,947)
(381,929)
Profit for the financial year
2,277,523
2,106,356

The profit and loss account has been prepared on the basis that all operations are continuing operations.

JADE-ADEN SERVICES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 9 -
2022
2021
£
£
Profit for the year
2,277,523
2,106,356
Other comprehensive income
Revaluation of tangible fixed assets
-
0
(8,500)
Tax relating to other comprehensive income
-
0
5,090
Other comprehensive income for the year
-
0
(3,410)
Total comprehensive income for the year
2,277,523
2,102,946
JADE-ADEN SERVICES LIMITED
BALANCE SHEET
AS AT 30 SEPTEMBER 2022
30 September 2022
- 10 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
11
185,999
2,190,629
Investment property
12
-
0
3,630,000
Investments
13
2
2
186,001
5,820,631
Current assets
Stocks
16
880,265
624,177
Debtors
18
7,715,186
4,529,936
Cash at bank and in hand
5,727,201
3,376,361
14,322,652
8,530,474
Creditors: amounts falling due within one year
19
(6,759,094)
(3,900,705)
Net current assets
7,563,558
4,629,769
Total assets less current liabilities
7,749,559
10,450,400
Creditors: amounts falling due after more than one year
20
(426,667)
(1,955,112)
Provisions for liabilities
Provisions
23
370,722
-
0
Deferred tax liability
24
44,793
27,818
(415,515)
(27,818)
Net assets
6,907,377
8,467,470
Capital and reserves
Called up share capital
26
100
100
Revaluation reserve
-
0
34,880
Non-distributable profits reserve
27
-
0
540,000
Distributable profit and loss reserves
6,907,277
7,892,490
Total equity
6,907,377
8,467,470
The financial statements were approved by the board of directors and authorised for issue on 10 November 2023 and are signed on its behalf by:
G P Gibson
S Kirtley
Director
Director
Company Registration No. 02703847
JADE-ADEN SERVICES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 11 -
Share capital
Revaluation reserve
Non-distri-butable profits
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 October 2020
100
72,302
401,659
5,890,463
6,364,524
Year ended 30 September 2021:
Profit for the year
-
-
540,000
1,566,356
2,106,356
Other comprehensive income:
Revaluation of tangible fixed assets
-
(8,500)
-
-
(8,500)
Tax relating to other comprehensive income
-
5,090
-
-
0
5,090
Total comprehensive income for the year
-
(3,410)
540,000
1,566,356
2,102,946
Transfers
-
(34,012)
(401,659)
435,671
-
Balance at 30 September 2021
100
34,880
540,000
7,892,490
8,467,470
Year ended 30 September 2022:
Profit and total comprehensive income for the year
-
-
-
2,277,523
2,277,523
Dividends
10
-
-
-
(3,837,616)
(3,837,616)
Transfers
-
(34,880)
(540,000)
574,880
-
Balance at 30 September 2022
100
-
0
-
0
6,907,277
6,907,377
JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 12 -
1
Accounting policies
Company information

Jade-Aden Services Limited is a private company limited by shares incorporated in England and Wales. The registered office is Tower House, Parkstone Road, Poole, Dorset, BH15 2JH. The principal place of business is 10 Holton Point, Holton Heath Trading Park, Poole, Dorset, BH16 6FL.

1.1
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 and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Jade-Aden Services Holdings Limited. These consolidated financial statements are available from its registered office, Tower House, Parkstone Road, Poole, Dorset, BH15 2JH.

The company has taken advantage of the exemptions under section 400 and section 405 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

1.3
Turnover

Turnover represents a combination of contract work invoiced during the year together with completed development sales. Invoices and applications for payment are made at regular stages throughout a contract. Turnover is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts.

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
1
Accounting policies
(Continued)
- 13 -
1.4
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:

Land and buildings Freehold
Freehold buildings - 2% Straight line
Plant and machinery
20% Straight line
Motor vehicles
25% Reducing balance

Freehold land is not depreciated.

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 credited or charged to profit or loss.

1.5
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

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

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
1
Accounting policies
(Continued)
- 14 -

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.

1.8
Stocks

Stocks and work in progress 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.

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.

1.9
Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

 

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

 

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

The stage of completion is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion.

1.10
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.

1.11
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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.

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
1
Accounting policies
(Continued)
- 15 -
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.

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 company 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 company 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.

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
1
Accounting policies
(Continued)
- 16 -
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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the company 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 company.

1.13
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 company’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 when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
1
Accounting policies
(Continued)
- 17 -
1.14
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.15
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.

1.16
Retirement benefits

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

1.17
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.18
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.

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

Critical judgements

During the year, management reassessed the critical estimates and critical judgements and resolved that as a result of the disposal of all investment property in the year, the valuation of investment property was no longer considered critical.

 

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Construction contracts

A significant portion of the company's activities are undertaken through long-term construction contracts, the company is required to make estimates in accounting for revenue and profit margin. These estimates may depend upon the outcome of future events and may need to be revised as circumstances change.

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2022
2021
£
£
Turnover analysed by class of business
Contract revenue arising on construction contracts
29,757,708
16,440,875
Sale of goods
90,333
-
29,848,041
16,440,875
2022
2021
£
£
Other revenue
Interest income
1,560
231
Grants received
-
16,785
JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 19 -
4
Operating profit
2022
2021
Operating profit for the year is stated after charging/(crediting):
£
£
Government grants
-
(16,785)
Fees payable to the company's auditor for the audit of the company's financial statements
21,850
21,450
Depreciation of owned tangible fixed assets
59,654
67,527
Depreciation of tangible fixed assets held under finance leases
-
26,369
Profit on disposal of tangible fixed assets
(8,045)
(2,005)
Profit on disposal of investment property
-
0
(66,500)
Operating lease charges
148,576
-
5
Employees

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

2022
2021
Number
Number
39
41

Their aggregate remuneration comprised:

2022
2021
£
£
Wages and salaries
1,478,681
1,323,007
Social security costs
192,396
143,856
Pension costs
72,907
68,051
1,743,984
1,534,914
6
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
174,746
93,128
Company pension contributions to defined contribution schemes
1,981
-
176,727
93,128

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2021 - 0).

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 20 -
7
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
479
231
Other interest income
1,081
-
0
Total income
1,560
231
2022
2021
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
479
231
8
Interest payable and similar expenses
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
39,410
87,079
Other finance costs:
Interest on finance leases and hire purchase contracts
298
3,623
Other interest
1,045
-
0
40,753
90,702
9
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
553,972
384,065
Deferred tax
Origination and reversal of timing differences
16,975
(2,136)
Total tax charge
570,947
381,929
JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
9
Taxation
(Continued)
- 21 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2022
2021
£
£
Profit before taxation
2,848,470
2,488,285
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
541,209
472,774
Tax effect of expenses that are not deductible in determining taxable profit
16,190
12,871
Permanent capital allowances in excess of depreciation
(3,427)
14,397
Research and development tax credit
-
0
(13,377)
Effect of revaluations of investments
-
0
(102,600)
Deferred tax adjustments in respect of prior years
16,975
(2,136)
Taxation charge for the year
570,947
381,929

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2022
2021
£
£
Deferred tax arising on:
Revaluation of property
-
(5,090)
10
Dividends
2022
2021
£
£
Final paid
3,837,616
-
0
JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 22 -
11
Tangible fixed assets
Land and buildings Freehold
Plant and machinery
Motor vehicles
Total
£
£
£
£
Cost
At 1 October 2021
2,015,000
207,292
407,219
2,629,511
Additions
-
0
43,479
32,500
75,979
Disposals
(2,015,000)
-
0
(15,405)
(2,030,405)
At 30 September 2022
-
0
250,771
424,314
675,085
Depreciation and impairment
At 1 October 2021
-
0
176,805
262,077
438,882
Depreciation charged in the year
-
0
16,868
42,786
59,654
Eliminated in respect of disposals
-
0
(544)
(8,906)
(9,450)
At 30 September 2022
-
0
193,129
295,957
489,086
Carrying amount
At 30 September 2022
-
0
57,642
128,357
185,999
At 30 September 2021
2,015,000
30,487
145,142
2,190,629
12
Investment property
2022
£
Fair value
At 1 October 2021
3,630,000
Disposals
(3,630,000)
At 30 September 2022
-
0

The carrying value of land and buildings comprises:

2022
2021
£
£
Freehold
-
0
3,630,000
13
Fixed asset investments
2022
2021
Notes
£
£
Investments in subsidiaries
14
2
2
JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 23 -
14
Subsidiaries

Details of the company's subsidiaries at 30 September 2022 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Holton Point Management Limited
10 Holton Point, Holton Road, Holton Heath Trading Park, Poole, Dorset, BH16 6FL
Non-trading
Ordinary
100.00
15
Financial instruments
2022
2021
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
6,448,111
3,748,491
Carrying amount of financial liabilities
Measured at amortised cost
5,791,869
5,187,943
16
Stocks
2022
2021
£
£
Work in progress
867,176
473,021
Finished goods and goods for resale
13,089
151,156
880,265
624,177
17
Construction contracts
2022
2021
£
£
Contracts in progress at the reporting date
Gross amounts owed by contract customers included in debtors
921,017
471,776

At 30 September 2022, retentions held by customers for contract work amounted to £938,695 (2021 - £606,235).

18
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
1,917,053
2,161,689
Gross amounts due from contract customers
921,017
471,776
Corporation tax recoverable
282,519
274,912
Amounts due from group undertakings
4,204,167
6,419
Other debtors
326,891
1,580,383
Prepayments and accrued income
63,539
34,757
7,715,186
4,529,936
JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 24 -
19
Creditors: amounts falling due within one year
2022
2021
Notes
£
£
Bank loans and overdrafts
21
160,000
809,569
Obligations under finance leases
22
-
0
4,080
Trade creditors
2,981,742
2,098,658
Amounts owed to group undertakings
-
0
78,938
Corporation tax
361,579
384,065
Other taxation and social security
1,032,313
283,809
Other creditors
329,014
91,952
Accruals and deferred income
1,894,446
149,634
6,759,094
3,900,705
20
Creditors: amounts falling due after more than one year
2022
2021
Notes
£
£
Bank loans and overdrafts
21
426,667
1,955,112
Amounts included above which fall due after five years are as follows:
Payable by instalments
-
743,659
21
Loans and overdrafts
2022
2021
£
£
Bank loans
586,667
2,579,119
Bank overdrafts
-
0
185,562
586,667
2,764,681
Payable within one year
160,000
809,569
Payable after one year
426,667
1,955,112

The company's total bank borrowing is fully secured by a debenture incorporating a fixed and floating charge.

The bank borrowing is being repaid in monthly instalments, the final repayment date is 13 May 2026. The interest rate on the loan is Base rate + 2.11%.

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 25 -
22
Finance lease obligations
2022
2021
Future minimum lease payments due under finance leases:
£
£
Within one year
-
0
4,080
23
Provisions for liabilities
2022
2021
£
£
Contract provisions
370,722
-
Movements on provisions:
Contract provisions
£
Additional provisions in the year
370,722

Contract provisions include estimated defect provisions on contracts, primarily design and build contracts. The defects liability period is anticipated to cover a period covering 12 months from completion of the construction work, but where there are known identified issues then the provision may be required to cover rectification work over a more extended period. The largest component of the provision relates to one particular contract for which there is an ongoing monitoring process. The provisions have been made to rectify any potential additional future works identified in the schedule of defects, should they be deemed necessary.

24
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2022
2021
Balances:
£
£
Accelerated capital allowances
44,793
27,818
2022
Movements in the year:
£
Liability at 1 October 2021
27,818
Charge to profit or loss
16,975
Liability at 30 September 2022
44,793
JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
24
Deferred taxation
(Continued)
- 26 -

The Finance Act 2021 was substantially enacted in May 2021 and has increased the corporation tax rate to from 19% to 25% with effect from 1 April 2023. The deferred taxation balances have been measured using the rates expected to apply in the reporting periods when the timing differences reverse.

25
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
72,906
68,051

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

26
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
100
100
100
100
27
Non-distributable profits reserve
2022
2021
£
£
At the beginning of the year
540,000
401,659
Non distributable profits in the year
-
540,000
Transfer of non-distributable profits relating to prior periods
(540,000)
(401,659)
At the end of the year
-
540,000
28
Operating lease commitments

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

2022
2021
£
£
Within one year
163,350
-
0
Between two and five years
653,400
-
0
In over five years
687,431
-
0
1,504,181
-
0
JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 27 -
29
Financial commitments, guarantees and contingent liabilities

The company has given an unlimited debenture in favour of Lloyds Banking Group PLC.

 

The company has given a guarantee in favour of Stage Light Sound Ltd.

 

In connection with the reorganisation that took place on 21 December 2021, a guarantee limited to £800,000 was provided by a connected company in respect of the company's bank borrowing.

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 28 -
30
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

The company made sales to entities under the control of a director totalling £997,506. The amount owing from the entities at 30 September 2022 is £287,598 (2021: £10,960).

 

The company made purchases from entities under the control of a director totalling £517,159. The amount owing to the entities at 30 September 2022 is £164,701 (2021: £5,285).

 

The company made sales to entities over which a director has significant influence totalling £46,307 (2021: £108,096). The amount owing by these entities at 30 September 2022 is £1,348 (2021: £11,212).

 

The company made purchases from entities over which one of the directors has significant influence totalling £718,657 (2021: £669,221). The amount owing to these entities at 30 September 2022 is £193,171 (2021: £77,890).

 

The company made purchases from an entity over which a close family member of the directors had control totalling £45,407 (2021: £21,653).

 

Included in work in progress at the balance sheet date are development costs totalling £311,743 (2021: £94,170) in respect of a contract to build a property for one of the directors. The work is being undertaken under normal commercial terms.

 

During the year the company paid wages amounting to £11,608 (2021: £21,062) to close family members of the directors.

 

On 21 December 2021 the directors carried out a company reorganisation, by way of transferring all the company's investment properties and freehold properties to a group company. The applicable finance was also assigned to the group company. The carrying value of the investment properties and freehold properties was £5,645,000.The carrying value of the associated bank borrowing was £1,807,384. This was reflected by way of a dividend in specie.

 

On 14 April 2022 a further reconstruction took place by way of a management buy-out. The total consideration is £7,500,000, of which £3,500,000 is deferred and payable by five annual payments.

31
Events after the reporting date

Non-adjusting events after the end of the reporting period

 

On 4 October 2022 the company made a payment of £3,208,397 in settlement of loan notes entered into by its ultimate parent company, Jade-Aden Ltd, in relation to a management buy-out that took place on 14 April 2022.

JADE-ADEN SERVICES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2022
- 29 -
32
Directors' transactions

Interest free loans have been granted by the company to its directors as follows:

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Loan
-
1,569,171
86,923
1,081
(1,613,530)
43,645
1,569,171
86,923
1,081
(1,613,530)
43,645
33
Ultimate controlling party

The immediate parent undertaking is Jade-Aden Services Holdings Limited, a company registered in England and Wales. The address of the company's registered office is: Tower House, Parkstone Road, Poole, England, BH15 2JH.

 

The ultimate parent company is Jade-Aden Ltd, a company registered in England and Wales. The company was incorporated on 8 April 2022 and became the parent company of Jade-Aden Services Holdings Limited on 14 April 2022. The address of the company's registered office is: Tower House, Parkstone Road, Poole, England, BH15 2JH.

 

The directors do not consider there to be an ultimate controlling party.

The largest group of undertakings for which group accounts have been drawn up is that headed by Jade-Aden Services Holdings Limited. Copies of the group accounts are available from Companies House.

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