Company registration number 14233198 (England and Wales)
STANLEY PROPERTY HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
STANLEY PROPERTY HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr G J Lumsdaine
Mr R A M Winter
Company number
14233198
Registered office
Lakeside Works Denstone Road
Rocester
Uttoxeter
ST14 5JP
Auditor
Ormerod Rutter Limited
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
STANLEY PROPERTY HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 15
STANLEY PROPERTY HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
- 1 -

The directors present their annual report and financial statements for the year ended 30 April 2024.

Principal activities

The principal activity of the company in the year under review was that of an investment and property holding company.

 

On 16 May 2023, the company acquired the entire issued share capital of Midlands JCB Limited, which is the main JCB Construction dealer for the West Midlands, Warwickshire, Staffordshire, Herefordshire and Worcestershire.

 

Subsequent to May 2023, the 3 depots owned by Midlands JCB Limited in Birmingham, Stoke-on-Trent and Hereford were transferred to the company.

 

Until 16 February 2024, the company was owned by Whitefish Holdings Limited and NEUK Holdings Ltd. On 16 February 2024, the entire issued share capital of the company was acquired by J.C.B. Sales Limited.

 

On 2 September 2024, the freehold properties of the company were sold to Hajco 199 Limited and the trade and certain assets of its wholly owned subsidiary, Midlands JCB Limited, were sold to Watling JCB Limited and both companies ceased to trade.

Directors

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

Mr A D Reekie
(Resigned 16 February 2024)
Mr D J R Hill
(Resigned 16 February 2024)
Mr G J Lumsdaine
(Appointed 16 February 2024)
Mr R A M Winter
(Appointed 16 February 2024)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Post reporting date events

In September 2024, the freehold properties of the company were sold to a third party and the company ceased to trade.

STANLEY PROPERTY HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 2 -
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 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.

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 company’s auditor 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 company’s auditor is aware of that information.

Small companies exemption

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

On behalf of the board
..............................................
Mr R A M Winter
Director
13 September 2024
STANLEY PROPERTY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF STANLEY PROPERTY HOLDINGS LIMITED
- 3 -
Opinion

We have audited the financial statements of Stanley Property Holdings Limited (the 'company') for the year ended 30 April 2024 which comprise the profit and loss account, 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.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to note 12 of the financial statements, which explains that the properties owned by the company were disposed of on 2 September 2024 and the trade and selected assets of the company's subsidiary, Midlands JCB Limited, were sold on the same date. Therefore we do not consider it appropriate to adopt a going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 1.2. Our opinion is not modified in this respect.

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:

STANLEY PROPERTY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF STANLEY PROPERTY HOLDINGS LIMITED (CONTINUED)
- 4 -
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 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

STANLEY PROPERTY HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF STANLEY PROPERTY HOLDINGS LIMITED (CONTINUED)
- 5 -

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

 

There are inherent limitations in the audit procedures described above. 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.

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 member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Colm McGrory FCA
Senior Statutory Auditor
For and on behalf of Ormerod Rutter Limited
13 September 2024
Chartered Accountants
Statutory Auditor
The Oakley
Kidderminster Road
Droitwich
Worcestershire
WR9 9AY
STANLEY PROPERTY HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 APRIL 2024
- 6 -
2024
2023
Notes
£
£
Administrative expenses
(13,117)
-
0
Other operating income
148,035
-
0
Operating profit
134,918
-
Interest payable and similar expenses
(166,667)
-
0
Amounts written off investments
4
(316,449)
-
Loss before taxation
(348,198)
-
0
Tax on loss
-
0
-
0
Loss for the financial year
(348,198)
-
0

The profit and loss account has been prepared on the basis that all operations were discontinued post year end.

STANLEY PROPERTY HOLDINGS LIMITED
BALANCE SHEET
AS AT 30 APRIL 2024
30 April 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investment property
6
2,200,000
-
0
Current assets
Cash at bank and in hand
1,383
1,000
Creditors: amounts falling due within one year
9
(2,348,581)
-
0
Net current (liabilities)/assets
(2,347,198)
1,000
Net (liabilities)/assets
(147,198)
1,000
Capital and reserves
Called up share capital
11
201,000
1,000
Profit and loss reserves
(348,198)
-
0
Total equity
(147,198)
1,000

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 13 September 2024 and are signed on its behalf by:
..............................................
Mr R A M Winter
Director
Company registration number 14233198 (England and Wales)
STANLEY PROPERTY HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 8 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 13 July 2022
-
0
-
0
-
Year ended 30 April 2023:
Profit and total comprehensive income
-
-
0
-
0
Issue of share capital
11
1,000
-
1,000
Balance at 30 April 2023
1,000
-
0
1,000
Year ended 30 April 2024:
Loss and total comprehensive income
-
(348,198)
(348,198)
Issue of share capital
11
200,000
-
200,000
Balance at 30 April 2024
201,000
(348,198)
(147,198)

The notes on pages 9 to 15 form part of these financial statements.

STANLEY PROPERTY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 9 -
1
Accounting policies
Company information

Stanley Property Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Lakeside Works Denstone Road, Rocester, Uttoxeter, England, ST14 5JP.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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. 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 J.C.B. Service. These consolidated financial statements are available from its registered office, Lakeside Works, Denstone Road, Rocester, Uttoxeter, ST14 5JP.

The company has taken advantage of the exemption under section 400 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.

 

As at 30 April 2024, the company is a subsidiary of J.C.B. Sales Limited and the results of Stanley Property Holdings Limited are included in the financial statements of J.C.B. Service which are available from its registered office.

 

The company meets the definition of a qualifying entity under FRS102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. Exemptions have been taken in relation to related party transactions with wholly owned group companies and presentation of a cash flow statement.

STANLEY PROPERTY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 10 -
1.2
Going concern

As explained in note 12 of the financial statements, the company has ceased trading post year end. The financial statements for the year ended 30 April 2024 have been prepared on a basis other than that of a going concern basis. This includes writing down the assets to net realisable value. Provisions have been made for future costs of terminating the business as the costs were committed to at the reporting date.

 

1.3
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.

1.4
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.

1.5
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.

1.6
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.

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.

STANLEY PROPERTY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 11 -
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.

1.7
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.

1.8
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.

1.9
Employee benefits

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

STANLEY PROPERTY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 12 -
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.

3
Employees

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

2024
2023
Number
Number
Total
2
2
4
Amounts written off investments
2024
2023
£
£
Fair value gains/(losses)
Loss on investment properties
(254,205)
-

Amounts written off investments of £316,449 per the profit and loss account includes loss on investment properties of £254,205 and impairment of investment in subsidiaries of £62,244 (see note 5).

5
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Fixed asset investments
7
62,244
-
Recognised in:
Amounts written off investments
62,244
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

STANLEY PROPERTY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 13 -
6
Investment property
2024
£
Fair value
At 1 May 2023
-
0
Additions
2,454,205
Revaluations
(254,205)
At 30 April 2024
2,200,000

Investment property comprises of properties located in Birmingham, Stoke-on-Trent and Hereford which are leased to the wholly owned subsidiary, Midlands JCB Limited.

 

The fair value of the investment property represents the agreed proceeds from the disposal of the property post year end that, in the opinion of the directors, is not different to its fair value as at 30 April 2024.

7
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
-
0
-
0
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 May 2023
-
Additions
62,244
At 30 April 2024
62,244
Impairment
At 1 May 2023
-
Impairment losses
62,244
At 30 April 2024
62,244
Carrying amount
At 30 April 2024
-
At 30 April 2023
-
STANLEY PROPERTY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 14 -
8
Subsidiaries

Details of the company's subsidiaries at 30 April 2024 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Midlands JCB Limited
1
Ordinary
100.00
Redwood Vehicles Limited
1
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Lakeside Works Denstone Road Rocester Uttoxeter ST14 5JP

Redwood Vehicles Limited did not trade since incorporation and was struck off post year end.

9
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
1,827,547
-
0
Other borrowings
400,000
-
0
Amounts owed to group undertakings
21,989
-
0
Other creditors
92,861
-
0
Accruals and deferred income
6,184
-
0
2,348,581
-
0

Further information on the bank loan is provided in note 10. Other borrowings comprise of an interest free loan from J.C.B. Service.

 

Amounts owed to group undertakings represents a trading balance owing to Midlands JCB Limited, and is interest free.

10
Secured debts
The following secured debts are included within creditors:
2024
2023
£
£
Bank loans
1,827,547
-
Bank loans are secured by way of fixed charges over investment properties located in Birmingham, Stoke-on-Trent and Hereford. The loan was repayable over three years but was repaid in full post year end when the investments properties were disposed of.
11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £10 each
20,100
100
201,000
1,000
STANLEY PROPERTY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 15 -
12
Events after the reporting date

On 2 September 2024, the freehold properties of the company were sold to Hajco 199 Limited and the trade and certain assets of its wholly owned subsidiary, Midlands JCB Limited, were sold to Watling JCB Limited and both companies ceased to trade.

13
Parent company

The immediate parent company since 16 February 2024 has been J.C.B. Sales Limited, a company registered in England and Wales.

 

J.C.B. Service is the smallest company to consolidated the results of the company. The largest company to consolidate the financial statements of the company is JCB Group Holdings Sàrl, a company incorporated in Switzerland. JCB Group Holdings Sàrl is ultimately controlled by Bamford family interests.

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