Company registration number 08321020 (England and Wales)
GREENOCK INVESTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
GREENOCK INVESTMENTS LIMITED
COMPANY INFORMATION
Director
Alison Roxanna Mindry
Secretary
Harrison Clark (Secretarial) Limited
Company number
08321020
Registered office
5 Deansway
Worcester
United Kingdom
WR1 2JG
Auditor
HSKSG Audit Limited
3rd Floor
Butt Dyke House
33 Park Row
Nottingham
United Kingdom
NG1 6EE
GREENOCK INVESTMENTS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Director's responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 29
GREENOCK INVESTMENTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -

The director presents the Group Strategic Report for Greenock Investments Limited (the "Company") and its subsidiaries (the "Group") for the year ended 30 June 2023.

Business review and key performance indicators

The principal activity of the Company during the year was that of a holding company to its subsidiaries. The nature of the subsidiaries business activities include the sales and marketing of high security perimeter fencing and related security barriers. It is not anticipated that there will be any change to the principal activity of the Company and its subsidiaries in the near future.

 

On 24 February 2022, the invasion of Ukraine by Russia began, implying a direct impact on the European and global economy. Despite this, the Company has not had an impact on its business as a result of the tensions that have arisen as a result of the conflict.

 

The continued rise in domestic inflation has placed pressure on the supply of materials, most notably commodity and labour prices. Where possible these will be mitigated via long term supply contracts, and any customer pass through will be in line with contractual terms.

 

The key performance indicators of the Group include turnover, gross margin, profit before tax and the net assets. As shown in the Group statement of comprehensive income, on page 10, the Group's turnover decreased to £15.9m (2022: £22.5m) as trading activities in the Middle East market slowed down. This decline in market demand was cyclical in nature and increased activity is expected in future years.

 

The gross margin increased in 2023 to 34% (2022: 27%) as a result of targeted selling price increases on a market-to-market basis to compensate for inflationary pressures on operating expenses.

The profit before tax for the year increased to £3.3m (2022: £2.8m ) due to an increase in non-core income earned in the form of project management fees and interest received.

 

The net assets of the Group were at £32.4m (2022: £30.3m) at the year end and the growth in reserves is derived from trading profit for the year. The Group balance sheet on page 11 shows the Group's financial position.

 

The director monitors the Group's performance based on the key performance indicators mentioned above. The subsidiary companies monitor appropriate KPI's necessary for the understanding of the performance and financial position of the individual businesses.

Principal risks and uncertainties

The Group is exposed to general and industry specific business risks including the following:

 

Foreign exchange risk

The business activities expose it primarily to the financial risks of changes in foreign currency exchange rates. Material changes in the strength of the sterling against the functional currencies of the Company's subsidiaries could have an effect on the reported sterling profits in the financial statements. Currency risk is managed by the Group's treasury department.

 

The business' principal financial instruments comprise of amounts owed to/by group undertakings, trade debtors, trade creditors, other debtors and other creditors. The main purpose of these instruments is to finance the business' operations. Please refer to the Director's Report for further financial risks of the Group.

 

Operational risk

The risk that incoming or outgoing payments will fail to be delivered as agreed by clients or the Group either through operational failures of the Group, its counter parties or fraud is mitigated by multiple manual and automated checks in the Operations department.

 

The director does not consider there to be any principal risks and uncertainties present other than those discussed above.

GREENOCK INVESTMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -
Future developments

The director expects the general level of activity to remain consistent with 2023 in the forthcoming financial year.

 

 

On behalf of the board

Alison Roxanna Mindry
Director
16 September 2024
GREENOCK INVESTMENTS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -

The director presents her annual report and financial statements for the year ended 30 June 2023.

Principal activities

The principal activity of the Company during the year was that of a holding company to its subsidiaries.

Results and dividends

The profit for the year before taxation, amounted to £3.3m (2022: £2.8m).

The director has not paid nor proposed a dividend for the year (2022: £Nil).

 

Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements.

 

The Company is a holding company that is funded by the ultimate parent, Finch Trust, but provides support to profit making subsidiaries. The director considers it highly unlikely that the shareholder's loan will be recalled in the foreseeable future except if the Company and the Group has funds to do so. The director has a reasonable expectation that the Company and the Group has adequate resources to continue in operational existence for the foreseeable future as a result of the availability of funds and financial support, sufficient cash resources, accordingly, she continues to adopt the going concern basis in preparing the financial statements.

 

Matters covered in the Strategic Report

Details of the business review, future development and the principal risks and uncertainties can be found in the Strategic Report which form part of this report by cross reference.

Director

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

Alison Roxanna Mindry
Financial instruments
Financial risk management objectives and policies

The Group's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk and foreign exchange risk.

 

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Interest bearing assets and liabilities are held at fixed rates to ensure certainty of cash flows.

Interest rate risk

The Group is exposed to interest rate risk on its intercompany loans. The Group closely monitors its cash resources and ensures that the business is well positioned to service and react to adverse interest rate changes.

 

Liquidity risk

Liquidity is maintained mainly through the Group's operational profitability. Therefore, sufficient funds for ongoing operations and future developments are ensured through a mixture of short and long-term intercompany funding and retained profits.

Credit risk

The Group's principal financial assets are trade and other debtors. The Group's credit risk is primarily attributable to its trade debtors. The Group has no significant concentration of credit risk or liquidity risk with the exposure spread over a large number of counterparties and customers or with other group companies who are able to repay these balances if required.

GREENOCK INVESTMENTS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -
Statement of disclosure to auditor

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

 

 

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

On behalf of the board
Alison Roxanna Mindry
Director
16 September 2024
GREENOCK INVESTMENTS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
- 5 -

The director is responsible for preparing the Group Strategic Report, the Director's Report and the Group audited financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare audited financial statements for each financial year. Under that law the director has elected to prepare the audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the audited financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 

In preparing these audited financial statements, the director is required to:

 

 

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the

Company and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable her to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

GREENOCK INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GREENOCK INVESTMENTS LIMITED
- 6 -
Opinion

We have audited the financial statements of Greenock Investments Limited (the 'Parent company') and its subsidiaries (the 'Group') for the year ended 30 June 2023 which comprise the Group statement of comprehensive income, Group balance sheet, Company balance sheet, Group statement of changes in equity, Company statement of changes in equity, Group statement of cash flows, and the Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

 

Basis for opinion

The consolidated financial statements for the year ended 30 June 2023 include the results of a subsidiary company for which appropriate audit evidence was not provided by the subsidiary’s auditors. Included in the consolidated financial statements are revenue of £2,380,128, costs of £2,650,608, and debtors of £322,628 relating to this subsidiary. The audit evidence available to us relating to such revenues, costs, assets and liabilities was therefore limited as the value and existence of these items could not be determined with reasonable certainty. Accordingly, we have been unable to determine the value of any corresponding effects on the group result for the financial year.

 

Similarly, the consolidated financial statements for the year ended 30 June 2022 also included the results of a subsidiary company for which appropriate audit evidence was not provided by the subsidiary’s auditors. Included in those consolidated financial statements were revenue of £1,526,321, costs of £1,528,778, creditors of £415,982 and cash at bank and in hand of £1,657,366 relating to this subsidiary. The audit evidence available to us relating to such revenues, costs and assets was therefore limited as the value and existence of these items could not be determined with reasonable certainty. Accordingly, we have been unable to determine the value of any corresponding effects on the group result for the financial year.

 

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 the Parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

GREENOCK INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GREENOCK INVESTMENTS LIMITED
- 7 -

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Director’s Report, but does not include the financial statements and our Report of the Auditors thereon.

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

 

Matters on which we are required to report by exception

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

 

Arising solely from the limitation on the scope of our work relating to the revenue, costs, debtors, creditors and cash at bank and in hand of a subsidiary, referred to above:

 

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of director

As explained more fully in the Director's Responsibilities Statement set out on page 5, the director is 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 director determines 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 director is responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.

GREENOCK INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GREENOCK INVESTMENTS LIMITED
- 8 -
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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

 

We considered the nature of the Company’s business and its control environment. We also enquired of management about their identification and assessment of the risks of irregularities.

 

We obtained an understanding of the legal and regulatory framework in which the Company operates and identified key laws and regulations that:

 

 

We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how / where fraud might occur in the financial statements.

 

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of accounting adjustments and journal entries, assessed whether accounting estimates were reasonable and accurate and reviewed the accounting records for any significant and unusual transactions.

 

In addition, our procedures to respond to the risks identified included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

 

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s report.

GREENOCK INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GREENOCK INVESTMENTS LIMITED
- 9 -

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 a Report of the Auditors 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.

Philip Handley FCA (Senior Statutory Auditor)
For and on behalf of HSKSG Audit Limited
Chartered Accountants & Statutory Auditor
3rd Floor
Butt Dyke House
33 Park Row
Nottingham
United Kingdom
NG1 6EE
16 September 2024
GREENOCK INVESTMENTS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
15,853,532
22,540,150
Cost of sales
(10,454,553)
(16,355,840)
Gross profit
5,398,979
6,184,310
Administrative expenses
(4,209,417)
(3,908,503)
Other operating income
1,559,935
462,602
Operating profit
4
2,749,497
2,738,409
Interest receivable from group undertakings
7
567,773
80,410
Profit before taxation
3,317,270
2,818,819
Tax on profit
8
(59,344)
(13,213)
Profit for the financial year
19
3,257,926
2,805,606
Other comprehensive income
Currency translation (loss)/gain taken to retained earnings
(1,168,723)
3,609,282
Total comprehensive income for the year
2,089,203
6,414,888
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 16 to 29 form part of these financial statements.

 

All amounts relate to continuing operations.

GREENOCK INVESTMENTS LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
- 11 -
2023
2022
Notes
£
£
£
£
Current assets
Stocks
12
215,054
544,117
Debtors
13
26,929,001
25,018,388
Cash at bank and in hand
8,469,606
9,520,394
35,613,661
35,082,899
Creditors: amounts falling due within one year
15
(3,149,314)
(4,660,978)
Net current assets
32,464,347
30,421,921
Provisions for liabilities
Provisions
16
109,986
156,763
(109,986)
(156,763)
Net assets
32,354,361
30,265,158
Capital and reserves
Called up share capital
18
1,000
1,000
Share premium account
19
8,504
8,504
Profit and loss reserves
19
32,344,857
30,255,654
Total equity
32,354,361
30,265,158

The notes on pages 16 to 29 form part of these financial statements.

 

All amounts relate to continuing operations.

The financial statements were approved and signed by the director and authorised for issue on 16 September 2024
16 September 2024
Alison Roxanna Mindry
Director
Company registration number 08321020 (England and Wales)
GREENOCK INVESTMENTS LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2023
30 June 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
10
1,005
1,005
Current assets
Debtors
13
323,765
283,618
Cash at bank and in hand
62,418
62,418
386,183
346,036
Creditors: amounts falling due within one year
15
(372,923)
(340,097)
Net current assets
13,260
5,939
Net assets
14,265
6,944
Capital and reserves
Called up share capital
18
1,000
1,000
Share premium account
19
8,504
8,504
Profit and loss reserves
19
4,761
(2,560)
Total equity
14,265
6,944

The notes on pages 16 to 29 form part of these financial statements.

 

All amounts relate to continuing operations.

The Company’s profit and total comprehensive income for the year were £7,321 (2022: loss of £10,748) and £7,321 (2022: loss of £10,748), respectively.

The financial statements were approved and signed by the director and authorised for issue on 16 September 2024
16 September 2024
Alison Roxanna Mindry
Director
Company registration number 08321020 (England and Wales)
GREENOCK INVESTMENTS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2021
1,000
8,504
23,840,766
23,850,270
Year ended 30 June 2022:
Profit for the year
-
-
2,805,606
2,805,606
Other comprehensive income:
Currency translation differences
-
-
3,609,282
3,609,282
Total comprehensive income
-
-
6,414,888
6,414,888
Balance at 30 June 2022
1,000
8,504
30,255,654
30,265,158
Year ended 30 June 2023:
Profit for the year
-
-
3,257,926
3,257,926
Other comprehensive income:
Currency translation differences
-
-
(1,168,723)
(1,168,723)
Total comprehensive income
-
-
2,089,203
2,089,203
Balance at 30 June 2023
1,000
8,504
32,344,857
32,354,361

The notes on pages 16 to 29 form part of these financial statements.

 

All amounts relate to continuing operations.

GREENOCK INVESTMENTS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2021
1,000
8,504
8,188
17,692
Year ended 30 June 2022:
Loss and total comprehensive income for the year
-
-
(10,748)
(10,748)
Balance at 30 June 2022
1,000
8,504
(2,560)
6,944
Year ended 30 June 2023:
Profit and total comprehensive income
-
-
7,321
7,321
Balance at 30 June 2023
1,000
8,504
4,761
14,265

The notes on pages 16 to 29 form part of these financial statements.

 

All amounts relate to continuing operations.

GREENOCK INVESTMENTS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
- 15 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(415,943)
(6,350,761)
Income taxes (paid)/refunded
(33,895)
10,013
Net cash outflow from operating activities
(449,838)
(6,340,748)
Investing activities
Interest received
567,773
80,410
Net cash generated from investing activities
567,773
80,410
Net increase/(decrease) in cash and cash equivalents
117,935
(6,260,338)
Cash and cash equivalents at beginning of year
9,520,394
12,171,450
Effect of foreign exchange rates
(1,168,723)
3,609,282
Cash and cash equivalents at end of year
8,469,606
9,520,394

The notes on pages 16 to 29 form part of these financial statements.

 

All amounts relate to continuing operations.

GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 16 -
1
Accounting policies
Company information

Greenock Investments Limited (the 'Company') is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 5 Deansway, Worcester, WR1 2JG, United Kingdom.

 

The Group consists of Greenock Investments Limited and all of its subsidiaries.

1.1
Accounting convention

The financial statements have been prepared on a going concern basis, under the historical cost convention and in accordance with Financial Reporting Standard 102 (FRS 102) 'The Financial Reporting Standard applicable in the UK and Republic of lreland' issued by the Financial Reporting Council.

The functional currency of Greenock Investments Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Group operates.

Greenock Investments Limited, company only, meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements, which are presented alongside the Group financial statements. Exemptions have been taken in relation to financial instruments, presentation of a cash flow statement and remuneration of key management personnel.

1.2
Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to 30 June 2023. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.

 

Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

 

As permitted by s408 of the Companies Act 2006, no separate profit and loss account or statement of comprehensive income is presented in respect of the Parent Company. The profit attributable to the Company is disclosed in the footnote to the Company's Balance Sheet.

1.3
Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements.

 

The Company is a holding company that is funded by the ultimate parent entity, but provides support to profit making subsidiaries. The director considers it highly unlikely that the shareholder's loan will be recalled in the foreseeable future except if the Company and the Group has funds to do so. The director has a reasonable expectation that the Company and the Group has adequate resources to continue in operational existence for the foreseeable future as a result of the availability of funds and financial support, sufficient cash resources, accordingly, she continues to adopt the going concern basis in preparing the financial statements.

1.4
Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

1.5
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.

GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 17 -

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:

Motor vehicles
3 years 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.

 

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

1.6
Fixed asset investments

Equity investments are measured at fair value through profit or loss with changes in fair value recognised through the Consolidated Statement of Comprehensive Income, 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. Distributions received from the subsidiary are recognised in the Statement of Comprehensive Income when the Company's right to receive the dividend is established.

1.7
Stocks

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

 

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

1.8
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.

GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 18 -
Impairment of financial assets

Financial assets 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 and loans from fellow group companies 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.

Derecognition of financial liabilities

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

1.9
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.

1.10
Taxation

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

GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 19 -
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.

1.11
Provisions

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, it is probable that the Group 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.

1.12
Leases

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.

1.13
Foreign exchange

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

 

Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'Administrative expenses'.

GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 20 -
1.14

Interest Income

Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

1.15

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.16

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Group is expected to benefit.

2
Judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 1, the director is required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts 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.

 

Critical judgements in applying the Group's accounting policies

Management did not identify any areas of critical judgement or key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements.

 

Key sources of estimation uncertainty

Management did not identify any key assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

3
Turnover and other revenue

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

2023
2022
£
£
Turnover analysed by class of business
Sales
15,853,532
22,540,150
GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
3
Turnover and other revenue
(Continued)
- 21 -
2023
2022
£
£
Turnover analysed by geographical market
Within United Arab Emirate
-
281,011
Outside United Arab Emirate
11,663,833
20,073,722
Nigeria
2,380,128
1,526,280
Mozambique
1,809,571
659,137
15,853,532
22,540,150
2023
2022
£
£
Other revenue
Interest income
567,773
80,410
Other operating income
1,559,935
462,602

All turnover arose within the rest of the world. Other operating income mainly relates to commission earned of £1,507,378 (2022: £461,950).

4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging:
Exchange losses
177,921
59,239
Depreciation of owned tangible fixed assets
-
1,378
Provision for bad debt
436,637
-
0
Operating lease charges
50,137
76,794
5
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 company
27,400
33,400
Audit of the financial statements of the company's subsidiaries
38,915
6,207
66,315
39,607
GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 22 -
6
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
Directors
1
1
1
1
Management
4
4
-
-
Administrative
3
3
-
-
Sales and Marketing
30
33
-
-
Operations
5
5
-
-
Total
43
46
1
1

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
1,781,765
1,730,258
-
0
-
0

Social security costs and pension costs are £nil for the current year and the prior year.

7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
567,773
80,410
Disclosed on the profit and loss account as follows:
Interest receivable from group undertakings
567,773
80,410
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
11,901
3,261
Adjustments in respect of prior periods
47,443
9,952
Total current tax
59,344
13,213
GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
8
Taxation
(Continued)
- 23 -

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
3,317,270
2,818,819
Expected tax charge based on the standard rate of corporation tax in the UK of 22.00% (2022: 19.00%)
729,799
535,576
Change in unrecognised deferred tax assets
40,042
(23,638)
Adjustments in respect of prior years
47,443
4,976
Effect of overseas tax rates
(769,841)
(509,894)
Foreign exchange differences
-
0
606
Foreign tax levied
11,901
5,587
Taxation charge
59,344
13,213

Factors that may affect future tax charges

 

Following the substantive enactment of the Finance Act 2021, effective 1 April 2023 the applicable corporation tax rate is now 25% (for companies with profits over £250,000) and continues to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. As a result, deferred tax has been calculated at 25% (2022:19%).

9
Tangible fixed assets
Group
Motor vehicles
£
Cost
At 1 July 2022
48,136
Exchange adjustments
(1,780)
At 30 June 2023
46,356
Depreciation and impairment
At 1 July 2022
48,136
Exchange adjustments
(1,780)
At 30 June 2023
46,356
Carrying amount
At 30 June 2023
-
0
The company had no tangible fixed assets at 30 June 2023 or 30 June 2022.
GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 24 -
10
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
11
-
0
-
0
1,005
1,005
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 1 July 2022 and 30 June 2023
1,005
Carrying amount
At 30 June 2023
1,005
At 30 June 2022
1,005
11
Subsidiaries

Details of the Company's subsidiaries at 30 June 2023 and 30 June 2022 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Swift Limited
2 Sir Augustus Bartolo
St, Malta, XBX1091
Holding company
Ordinary
100.00
Cochrane Gulf FZE
901 Suntech Tower,
Dubai, Silicon Oasis,
Dubai, UAE
Perimeter security
fencing distributor
Ordinary
100.00
Cochrane Nigeria Limited
Plot 1679, Karimu Kotun
Street, Victoria Island,
Lagos.
Perimeter security
fencing distributor
Ordinary
99.00
Cochrane Mozambique LDA
Estrada Nacional No.7,
Chingodzi, Tete,
Mozambique
Perimeter security
fencing distributor
Ordinary
99.00
12
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Inventory
96,147
116,034
-
-
Goods in transit
118,907
428,083
-
0
-
0
215,054
544,117
-
-

The Company had no stocks in the current and prior year.

GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 25 -
13
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,335,103
2,783,295
-
0
-
0
Amounts owed by group undertakings
-
-
319,189
283,618
Amounts owed by undertakings in which the company has a participating interest
24,471,608
22,041,933
4,576
-
Other debtors
95,876
146,603
-
0
-
0
Prepayments and accrued income
26,414
46,557
-
0
-
0
26,929,001
25,018,388
323,765
283,618

Amounts owed by group undertakings are unsecured, repayable on demand and interest free.

 

Please see related party transactions note for more details on the amounts owed by undertakings in which the Company has a participating interest.

 

Other debtors include other taxation and social security of £59,729 (2022: £32,609).

 

Trade debtors includes provision for bad debts of £436,637 (2022: £nil).

14
Cash and cash equivalents
Group
Company
2023
2022
2023
2022
£
£
£
£
Cash at bank and in hand
8,469,606
9,520,394
62,418
62,418
8,469,606
9,520,394
62,418
62,418

 

15
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
291,154
1,313,187
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
153,371
153,371
Amounts owed to undertakings in which the group has a participating interest
1,249,894
786,496
218,702
185,226
Corporation tax payable
61,968
36,519
-
0
-
0
Other taxation and social security
37,594
-
-
-
Other creditors
1,440,740
2,388,071
850
1,500
Accruals and deferred income
67,964
136,705
-
0
-
0
3,149,314
4,660,978
372,923
340,097
GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
15
Creditors: amounts falling due within one year
(Continued)
- 26 -

Amounts owed to group undertakings are unsecured, repayable on demand and interest free.

 

Amounts owed to group undertakings include amounts owed to parent undertakings of £152,567 (2022: £152,567).

 

Please see related party transactions note for more details on the amounts owed to undertakings in which the Company has a participating interest.

16
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Employees end of service benefits
109,986
156,763
-
-
Movements on provisions:
Employees end of service benefits
Group
£
At 1 July 2022
156,763
Statement of comprehensive income
(46,777)
At 30 June 2023
109,986
17
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Measured at amortised cost
26,844,372
24,395,436
n/a
n/a
Cash and cash equivalents
8,469,606
9,520,394
62,418
62,418
35,310,238
33,915,830
62,418
62,418
Carrying amount of financial liabilities
Measured at amortised cost
3,049,752
3,942,607
372,923
314,643
(3,046,012)
(3,942,607)
(372,923)
(314,643)
GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
17
Financial instruments
(Continued)
- 27 -

 

Cash and cash equivalents comprise cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 

Financial assets measured at amortised cost comprise trade debtors, amounts owed by Group undertakings and related parties and other debtors.

 

Financial liabilities measured at amortised cost comprise trade creditors, amounts owed to Group undertakings, other creditors and accruals.

 

18
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1,000
1,000
1,000
1,000
19
Reserves
Share premium

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

 

Profit and loss account

The profit and loss account represents cumulative profits or losses, cumulative translation difference net of dividends paid and other adjustments.

20
Related party transactions
Transactions with related parties

There is a debtor balance of £245,639 (2022: £245,068) owed by Swift Limited, disclosed within amounts owed by Group undertakings of the Company at the end of the year. There is a debtor balance of £73,550 (2022: £38,550) owed by Cochrane Gulf FZE, disclosed within amounts owed by Group undertakings of the Company at the end of the year. In addition, there is a creditor balance of £804 (2022: £804) owed to Swift Limited, disclosed within amounts owed to group undertakings of the Company at the end of the year.

 

Included within the amount owed to parent undertakings of the Group and the Company is a loan of £152,567 (2022: £152,567) owed to The Finch Settlement, the ultimate controlling entity.

 

Included within amounts owed by/to related parties of the Group and the Company is a loan of £4,576 (2022: £25,454) owed by/to Mrs J Cochrane and Mr A Cochrane and Mr D C Cochrane, shareholders of the Company. The loan is interest free, unsecured and repayable on demand.

 

During the year, the Group and the Company have been recharged certain costs incurred by Cochrane Industries UK Limited, a company in which Mrs A R Mindry is a director. Included within amounts owed by/to related parties at the year-end was an outstanding balance due by/to Cochrane Industries UK Limited of £7,348,246 (2022: £5,392,732).

GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
20
Related party transactions
(Continued)
- 28 -

During the year, the Group has been recharged certain costs incurred by Cochrane Steel Products (Pty) Ltd, a company with similar ultimate beneficial ownership. Included within creditors: amounts falling due within one year at the year-end was an outstanding balance due to Cochrane Steel Products (Pty) Ltd of £878,625 (2022: £1,362,833). During the year, the Group paid an administration fee of £137,581 (2022: £59,166) to Cochrane Steel Products (Pty) Ltd. and made purchases of £8,750,647 (2022: £16,383,616 ) from Cochrane Steel Products (Pty) Ltd. Also during the year, the Group earned a management fee of £1,838,609 (2022: £461,950 ), from Cochrane Steel Products (Pty) Ltd.

 

During the year, the Group and the Company have been recharged certain costs incurred by Greenock Holdings Limited, a company in which Mrs A R Mindry is a director. Included within amounts owed to related parties at the year-end was an outstanding balance due to Greenock Holdings Limited of £90,334 (2022: £60,304 ).

 

At year end, there was an outstanding balance due from Cochrane Steel Products (Pty) Ltd, a company with common control, to the Group of £654,247 (2022: £Nil).

 

At year end, there was an outstanding balance due from Cochrane USA Inc., a company with common control, to the Group of £16,336,171 (2022: £16,549,733 ).

 

Interest received from Cochrane USA Inc amounted to £417,111 (2022: £64,567) and Cochrane Industries UK Limited amounted to £149,400 (2022: £14,827).

21
Controlling party

Mayfield Trustees Limited controls the Company on behalf of The Finch Settlement (a trust registered in Guernsey) as a result of its ownership of 50.5% of the issued share capital of the Company.

22
Operating lease commitments
Lessee

At 30 June 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
4,616
3,817
-
-
4,616
3,817
-
-

The Company had no commitments under non-cancellable operating leases at the balance sheet date.

GREENOCK INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 29 -
23
Cash absorbed by group operations
2023
2022
£
£
Profit for the year after tax
3,257,926
2,805,606
Adjustments for:
Taxation charged
59,344
13,213
Investment income
(567,773)
(80,410)
Depreciation and impairment of tangible fixed assets
-
1,378
(Decrease)/increase in provisions
(46,777)
32,498
Movements in working capital:
Decrease in stocks
329,063
98,335
Increase in debtors
(1,910,613)
(10,821,756)
(Decrease)/increase in creditors
(1,537,113)
1,600,375
Cash absorbed by operations
(415,943)
(6,350,761)
24
Analysis of changes in net funds - group
1 July 2022
Cash flows
Exchange rate movements
30 June 2023
£
£
£
£
Cash at bank and in hand
9,520,394
117,935
(1,168,723)
8,469,606
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