Company registration number 07424269 (England and Wales)
BTTG HOLDINGS LIMITED
GROUP ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
BTTG HOLDINGS LIMITED
COMPANY INFORMATION
Directors
S Donnelly
L K Hughes
Secretary
S A Dabell
Company number
07424269
Registered office
Wira House
West Park Ring Road
Leeds
LS16 6QL
Auditor
Alexander & Co LLP
Centurion House
129 Deansgate
Manchester
M3 3WR
BTTG HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 28
BTTG HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 1 -

The directors present the strategic report for the year ended 30 September 2023.

Review of the business

 

Group revenue has increased 5.4% from £9,223k to £9,717k in the current year. Profit after tax of £478k has increased from a profit after tax of £430k in 2022. The Group’s net assets at the year end have increased from £4,142k to £4,283k.

Principal risks and uncertainties

 

The Russian invasion of Ukraine has impacted the business and there has been a small but not significant loss of income from Russian customers, because we are no longing trading there. The business is facing inflationary pressures but is able to cover these through price increase.

Key performance indicators

 

The directors consider the significant key performance indicators from the Company to be:

 

- Maintenance of high gross margins

 

- Growth in turnover

 

- Strong cash generation

On behalf of the board

S Donnelly
Director
14 April 2024
BTTG HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 30 September 2023.

Principal activities

The principal activity of the Group is testing, certification and auditing to performance standards specified by relevant BS, European and ISO standards. Certification is carried out in accordance with PPE regulations, Construction Products Regulations and OEKO-TEX ®, a private label scheme.

Results and dividends

The results for the year are set out on page 7.

Dividends were paid during the year of £357,000 (2022: £290,000).

Directors

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

S Donnelly
L K Hughes
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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

BTTG HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 3 -
On behalf of the board
S Donnelly
Director
14 April 2024
BTTG HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BTTG HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of BTTG Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2023 which comprise the group profit and loss account, 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 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 group and parent 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 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.

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:

BTTG HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BTTG HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 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.

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.

Capability of the audit in detecting irregularities, including fraud

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.

Based on our understanding of the company, we identified that the principal risks of non-compliance with laws and regulations related to breaches of the legal and regulatory framework that the company operates in. We considered the extent to which non-compliance might have a material effect on the financial statements. The key laws and regulations we considered in this context included UK Companies Act 2006, employment law, health and safety and tax legislation.

We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to the posting of inappropriate journal entries to manipulate financial results and potential management bias in accounting estimates.

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

As a result of the above, our audit procedures performed included:

There are inherent limitations in the audit procedures described above. The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK).

We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the Directors of BTTG Holdings Limited.

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.

Stephen Verber
(Senior Statutory Auditor)
For and on behalf of Alexander & Co LLP
15 April 2024
Chartered Accountants
Statutory Auditor
Centurion House
129 Deansgate
Manchester
M3 3WR
BTTG HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 7 -
2023
2022
Notes
£
£
Turnover
3
9,716,617
9,223,054
Cost of sales
(1,722,125)
(1,381,139)
Gross profit
7,994,492
7,841,915
Distribution costs
(50,080)
(50,834)
Administrative expenses
(7,294,466)
(7,121,482)
Other operating income
20,960
19,636
Exceptional item
4
-
0
(117,098)
Operating profit
5
670,906
572,137
Interest receivable and similar income
478
25
Profit before taxation
671,384
572,162
Tax on profit
9
(193,507)
(141,834)
Profit for the financial year
477,877
430,328
Profit for the financial year is all attributable to the owners of the parent company.
BTTG HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 8 -
2023
2022
£
£
Profit for the year
477,877
430,328
Other comprehensive income
-
-
Total comprehensive income for the year
477,877
430,328
Total comprehensive income for the year is all attributable to the owners of the parent company.
BTTG HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2023
30 September 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
11,593
-
0
Tangible assets
11
1,671,473
972,860
1,683,066
972,860
Current assets
Debtors
15
1,364,639
1,138,315
Cash at bank and in hand
3,971,723
4,368,804
5,336,362
5,507,119
Creditors: amounts falling due within one year
16
(2,633,547)
(2,300,651)
Net current assets
2,702,815
3,206,468
Total assets less current liabilities
4,385,881
4,179,328
Provisions for liabilities
Deferred tax liability
17
103,100
37,322
(103,100)
(37,322)
Net assets
4,282,781
4,142,006
Capital and reserves
Called up share capital
19
54,914
54,914
Share premium account
110,432
110,432
Capital redemption reserve
15,414
15,414
Foreign exchange reserve
(13,743)
(33,641)
Profit and loss reserves
4,115,764
3,994,887
Total equity
4,282,781
4,142,006
The financial statements were approved by the board of directors and authorised for issue on 14 April 2024 and are signed on its behalf by:
14 April 2024
S  Donnelly
Director
Company registration number 07424269 (England and Wales)
BTTG HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2023
30 September 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
255,109
255,109
Current assets
Debtors
15
132,151
27,277
Cash at bank and in hand
248,152
220,565
380,303
247,842
Creditors: amounts falling due within one year
16
(408,784)
(319,283)
Net current liabilities
(28,481)
(71,441)
Net assets
226,628
183,668
Capital and reserves
Called up share capital
19
54,914
54,914
Share premium account
110,432
110,432
Capital redemption reserve
15,414
15,414
Profit and loss reserves
45,868
2,908
Total equity
226,628
183,668

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 £399,960 (2022 - £198,640).

The financial statements were approved by the board of directors and authorised for issue on 14 April 2024 and are signed on its behalf by:
14 April 2024
S  Donnelly
Director
Company registration number 07424269 (England and Wales)
BTTG HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 11 -
Share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 October 2021
54,914
110,432
15,414
296
3,854,559
4,035,615
Year ended 30 September 2022:
Profit and total comprehensive income
-
-
-
-
430,328
430,328
Dividends
12
-
-
-
-
(290,000)
(290,000)
Transfers
-
-
-
(33,937)
-
(33,937)
Balance at 30 September 2022
54,914
110,432
15,414
(33,641)
3,994,887
4,142,006
Year ended 30 September 2023:
Profit and total comprehensive income
-
-
-
-
477,877
477,877
Dividends
12
-
-
-
-
(357,000)
(357,000)
Transfers
-
-
-
19,898
-
19,898
Balance at 30 September 2023
54,914
110,432
15,414
(13,743)
4,115,764
4,282,781
BTTG HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 October 2021
54,914
110,432
15,414
94,268
275,028
Year ended 30 September 2022:
Profit and total comprehensive income for the year
-
-
-
198,640
198,640
Dividends
12
-
-
-
(290,000)
(290,000)
Balance at 30 September 2022
54,914
110,432
15,414
2,908
183,668
Year ended 30 September 2023:
Profit and total comprehensive income
-
-
-
399,960
399,960
Dividends
12
-
-
-
(357,000)
(357,000)
Balance at 30 September 2023
54,914
110,432
15,414
45,868
226,628
BTTG HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
21
1,192,506
989,882
Income taxes paid
(140,808)
(55,779)
Net cash inflow from operating activities
1,051,698
934,103
Investing activities
Purchase of tangible fixed assets
(1,078,896)
(434,620)
Movement in forex reserve
(13,361)
(33,937)
Repayment of loans
-
(10,000)
Interest received
478
25
Net cash used in investing activities
(1,091,779)
(478,532)
Financing activities
Dividends paid to equity shareholders
(357,000)
(290,000)
Net cash used in financing activities
(357,000)
(290,000)
Net (decrease)/increase in cash and cash equivalents
(397,081)
165,571
Cash and cash equivalents at beginning of year
4,368,804
4,203,233
Cash and cash equivalents at end of year
3,971,723
4,368,804
BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 14 -
1
Accounting policies
Company information

BTTG Holdings Limited ("the Company") is a private company limited by shares and incorporated in England and Wales with registration number 07424269. The address of its registered office is Wira House, West Park Ring Road, Leeds, LS16 6QL.

 

The principal activity of the Company is that of a holding company, and of the Group is the carrying out of fire tests and general performance tests on upholstery and home textiles, as required by fire regulations and performance standards specified by relevant BS, European and ISO standards.

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 unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The 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 for parent company information presented within the consolidated financial statements:

 

1.2
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.

BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company BTTG 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 30 September 2023, where any subsidiaries have reporting dates which differ from 30 September, their results up to 30 September are included. 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.

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.

1.4
Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic report in these financial statements.

 

The Directors have prepared financial forecasts and projections, taking account of possible changes in trading performance, which show that the Group is able to operate within its current working capital facilities for the foreseeable future.

 

Therefore, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements. The Directors have considered a period in excess of twelve months from the date of the approval of these financial statements in making their assessment.

BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.5
Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions and criteria are satisfied:

 

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.

1.6
Intangible fixed assets - goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

1.7
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:

Patents & licences
10% straight line
1.8
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:

Leasehold improvements
Over the term of the lease
Plant and equipment
8.7% - 33% straight line

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.

BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.9
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.

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.

1.10
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.

BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 18 -

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.

1.11
Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

1.12
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.

BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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.

BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial liabilities

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

1.13
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.

1.14
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.

1.15
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.

1.16
Retirement benefits

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

1.17
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.

BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 21 -
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
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
2,402,315
2,068,159
Rest of Europe
1,532,311
1,322,587
Rest of the world
5,781,991
5,832,308
9,716,617
9,223,054
2023
2022
£
£
Other revenue
Interest income
478
25
4
Exceptional item
2023
2022
£
£
Expenditure
Exceptional item
-
117,098
-
117,098

During the prior year the company provided for connected company balances to the amount of £117,098. Due to the one off nature of the provision, the amount was disclosed as an exceptional item. There is no such balance in the current year.

5
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
46,700
(38,764)
Research and development costs
62,407
49,254
Depreciation of owned tangible fixed assets
364,722
410,107
Amortisation of intangible assets
3,968
2,752
Operating lease charges
443,752
466,621
BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 22 -
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and subsidiaries
22,500
21,000
Taxation compliance services
3,200
3,050
Other accountancy services
7,700
7,500
10,900
10,550
7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
115
114
2
3

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
4,225,754
4,114,143
-
0
-
0
Social security costs
357,898
347,083
-
-
Pension costs
170,518
162,627
-
0
-
0
4,754,170
4,623,853
-
0
-
0
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
251,312
219,490
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
127,729
108,030
BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
9
Taxation
2023
2022
£
£
(Continued)
- 23 -
Deferred tax
Timing differences
65,778
33,804
Total tax charge
193,507
141,834

The UK government announced in the 2021 budget that from 1 April 2023, the rate of corporation tax in the United Kingdom will increase from 19% to 25%.

 

Corporation tax has been charged at a marginal 22% rate based on the taxable profits generated in the year.

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:

2023
2022
£
£
Profit before taxation
671,384
572,162
Expected tax charge based on the standard rate of corporation tax in the UK of 22.00% (2022: 19.00%)
147,704
108,711
Tax effect of expenses that are not deductible in determining taxable profit
1,272
23,729
Tax effect of utilisation of tax losses not previously recognised
42,920
43,070
Adjustments in respect of prior years
18,247
24,391
Double tax relief
(8,979)
(40,264)
Permanent capital allowances in excess of depreciation
(7,657)
(17,803)
Taxation charge
193,507
141,834
10
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 October 2022
123,958
97,410
221,368
Transfers
-
0
15,561
15,561
At 30 September 2023
123,958
112,971
236,929
Amortisation and impairment
At 1 October 2022
123,958
97,410
221,368
Amortisation charged for the year
-
0
3,968
3,968
At 30 September 2023
123,958
101,378
225,336
BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
10
Intangible fixed assets
(Continued)
- 24 -
Carrying amount
At 30 September 2023
-
0
11,593
11,593
At 30 September 2022
-
0
-
0
-
0
The company had no intangible fixed assets at 30 September 2023 or 30 September 2022.
11
Tangible fixed assets
Group
Leasehold improvements
Assets under construction
Plant and equipment
Total
£
£
£
£
Cost
At 1 October 2022
1,302,927
60,823
4,381,237
5,744,987
Additions
50,473
604,179
424,244
1,078,896
Transfers
-
0
(26,590)
11,029
(15,561)
At 30 September 2023
1,353,400
638,412
4,816,510
6,808,322
Depreciation and impairment
At 1 October 2022
1,073,437
-
0
3,698,690
4,772,127
Depreciation charged in the year
62,375
-
0
302,347
364,722
At 30 September 2023
1,135,812
-
0
4,001,037
5,136,849
Carrying amount
At 30 September 2023
217,588
638,412
815,473
1,671,473
At 30 September 2022
229,490
60,823
682,547
972,860
The company had no tangible fixed assets at 30 September 2023 or 30 September 2022.
12
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
357,000
290,000
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
255,109
255,109
BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
13
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2022 and 30 September 2023
255,109
Carrying amount
At 30 September 2023
255,109
At 30 September 2022
255,109
14
Subsidiaries

Details of the company's subsidiaries at 30 September 2023 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Shirley Technologies Limited
UK
Ordinary
100.00
BTTG (Shanghai) Limited
China
Ordinary
100.00
BTTG Testing & Certification Limited
UK
Ordinary
100.00
Textile Laboratory Services Limited
UK
Ordinary
100.00
Wira Technology Group Limited
UK
Ordinary
100.00
Shirley Technologies Pvt. Ltd
India
Ordinary
100.00
Shirley Technologies (Europe) Limited
Ireland
Ordinary
100.00
BTTG Limited
UK
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Wira House, West Park Ring Road, Leeds, LS16 6QL
2
Rm. 719, 7/F, 968 Beijing West Road, Shanghai, P. R. China
3
Wira House, West Park Ring Road, Leeds, LS16 6QL
4
Wira House, West Park Ring Road, Leeds, LS16 6QL
5
Wira House, West Park Ring Road, Leeds, LS16 6QL
6
Plot No-2, Ashwamegh Industrial Estate, Near Changodar Bridge, Changodar - 382213, Ahmedabad, Gujarat, India
7
Sky Business Centre, Port Tunnel Business Park, Unit 21, Clonshaugh Business and Technology Park, Dublin 17, ROI
8
Wira House, West Park Ring Road, Leeds, LS16 6QL

The Company has a joint venture, International Environmental Testing Group Limited which has a registered office at Wira House, West Park Ring Road, Leeds. The Company holds 50% of the ordinary share capital of the business. The business has been significantly impaired.

BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 26 -
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
693,204
595,620
-
0
-
0
Corporation tax recoverable
200
9,041
200
-
0
Amounts owed by group undertakings
-
-
39,414
-
Other debtors
372,885
381,894
23,190
10,000
Prepayments and accrued income
298,350
151,760
69,347
17,277
1,364,639
1,138,315
132,151
27,277
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Payments received on account
1,524,898
1,287,558
-
0
-
0
Trade creditors
392,870
328,273
83,528
21,089
Amounts owed to group undertakings
-
-
0
299,528
253,537
Corporation tax payable
-
0
9,812
-
0
-
0
Other taxation and social security
123,529
122,486
-
-
Other creditors
144,253
153,589
-
0
-
0
Accruals and deferred income
447,997
398,933
25,728
44,657
2,633,547
2,300,651
408,784
319,283
17
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
106,184
41,391
Retirement benefit obligations
(3,084)
(4,069)
103,100
37,322
The company has no deferred tax assets or liabilities.
BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
17
Deferred taxation
(Continued)
- 27 -
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 October 2022
37,322
-
Charge to profit or loss
65,778
-
Liability at 30 September 2023
103,100
-

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.

18
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
170,518
158,753

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.

19
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £0.01 each
4,781,400
4,781,400
47,814
47,814
Ordinary B shares of £0.01 each
710,000
710,000
7,100
7,100
5,491,400
5,491,400
54,914
54,914

Ordinary A shares have full voting rights, The shares have full rights to dividends and to participate in a distribution. The shares are not redeemable.

 

Ordinary B shares have no voting rights. The shares have full rights to dividends and to participate in a distribution. The shares are not redeemable.

BTTG HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 28 -
20
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
2023
2022
2023
2022
£
£
£
£
Within one year
314,243
314,379
-
-
Between two and five years
590,142
918,095
-
-
In over five years
275,259
313,041
-
-
1,179,644
1,545,515
-
-
21
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
477,877
430,328
Adjustments for:
Taxation charged
205,615
141,834
Investment income
(478)
(25)
Amortisation and impairment of intangible assets
3,968
2,752
Depreciation and impairment of tangible fixed assets
364,722
410,107
Movements in working capital:
Increase in debtors
(235,165)
(6,863)
Increase in creditors
375,967
11,749
Cash generated from operations
1,192,506
989,882
22
Analysis of changes in net funds - group
1 October 2022
Cash flows
30 September 2023
£
£
£
Cash at bank and in hand
4,368,804
(397,081)
3,971,723
2023-09-302022-10-01falseCCH SoftwareCCH Accounts Production 2023.300S DonnellyL K HughesS A 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