Noori Holdings Limited
Annual report and Financial Statements
For the year ended 31 January 2024
Noori Holdings Limited
Company information
Directors
Mr K O Noori
Mr W K Noori
Company number
12172555
Registered office
Units 1-5 Unicorn Industrial Estate
Davenport Street
Longport
Stoke on Trent
Staffordshire
ST6 4RB
Auditor
DJH Audit Limited
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
Noori Holdings Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 32
Noori Holdings Limited
Strategic report
For the year ended 31 January 2024
- 1 -

The directors present the strategic report for the year ended 31 January 2024.

Principal activities

The principal activity of the group continued to be that of catering for the Quick Service Restaurant outlets as well as serving many other food service wholesalers within the food service sector.

Review of the business

The UK food service sector continues to be a very competitive environment where there have been many new market entrants, intensifying the competition.

We were able to increase the number of active customers within its client list and in turn achieve an increase in sales turnover from £37.7m to £40.2m.

As a family run business, we rely heavily on relationships with both its customers and suppliers respectively. The market place has proved very challenging with different micro and macro factors impacting performance.

We have continued our expansion in terms of obtaining customers and increasing our market share. We have been very conscious throughout the period to absorb as many increases as possible in order to remain competitive and continue our market share expansion.

Principal risks and uncertainties

The commercial risks of the group are that it may hold unprofitable contracts or face bad debts. Trade debtors are managed by credit and cash flow risk policies concerning the credit offered to customers as well as regular monitoring of amounts outstanding. The group recently undertook debtor insurance in order to safeguard itself from this potential risk.

The business ensures a fast stock turnover figure whilst maintaining debtor days to the set terms, thus emphasising a solid cash flow. Trade creditors liquidity risk is managed by ensuring that sufficient funds are available to meet amounts due.

A further risk for the group is the current economic climate with so much uncertainty in the market. The fluctuation of the Pound against the Euro poses a big question over what was a very stable supply chain, with prices and availability now becoming volatile.

Development and performance

As a business we are looking to continue our growth. We have recently invested significantly in rebuilding our distribution warehouse and re-building the foundations of our infrastructure. The investment will facilitate what we envision to be ten years future growth and enable us to significantly increase our turnover and market footprint.

We have also improved our operational system where our drivers are all equipped with tablets whereby they are able to print receipts on demand and make live changes to invoices whilst on the road.

We will be looking over the financial year to increase our gross and net profit margins. We will do this through better negotiating and sharing price increases as the trends are proving unsustainable in absorbing additional costs.

In the coming year, we do not know how the government guidelines will affect our trading performance. The upcoming budget casts uncertainty on the value of the pound which in turns casts doubt on the impact on the costs of goods moving forward, which is key to our business.

Noori Holdings Limited
Strategic report (continued)
For the year ended 31 January 2024
- 2 -
Key performance indicators

During the financial period ending 31st January 2024, we were satisfied with the businesses performance achieving sales of £40,190,200 (2023: £37,662,893), which in turn reflects a growth of £2,527,307 (2023: £5,066,303) equating to a percentage growth of 6.7% (2023: 15.5%).

The business uses sales and gross profit margins as the main performance indicator. The business has recorded a gross profit margin of 10.8% (2023: 12.1%).

The decrease in gross profit margin was mainly due to the cost of living crisis and the group making the decision to absorb the costs rather than pass them on to the customer base.

Other information and explanations

Employees

The group's employment policy is to provide equal opportunity to all current and prospective employees without any discrimination. We provide a work environment in which all individuals are treated fairly with respect.

Corporate social responsibility

The group recognises its responsibilities in terms of equality and human rights towards its employees and individuals involved with the group. We ensure to give ethical considerations in supplier and employee selection and partnership. As a business, we continually monitor our codes in respect of employee welfare and respect for the community. The group is aware of its environmental responsibilities, and operates best practices to fulfil these.

On behalf of the board

Mr K O Noori
Director
17 October 2024
Noori Holdings Limited
Directors' report
For the year ended 31 January 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 January 2024.

Results and dividends

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

Ordinary dividends were paid amounting to £121,800. The directors do not recommend payment of a further dividend.

Directors

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

Mr K O Noori
Mr W K Noori
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.

Noori Holdings Limited
Directors' report (continued)
For the year ended 31 January 2024
- 4 -
On behalf of the board
Mr K O Noori
Director
17 October 2024
Noori Holdings Limited
Independent auditor's report
To the members of Noori Holdings Limited
- 5 -
Opinion

We have audited the financial statements of Noori Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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.

Noori Holdings Limited
Independent auditor's report (continued)
To the members of Noori Holdings Limited
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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.

Noori Holdings Limited
Independent auditor's report (continued)
To the members of Noori Holdings Limited
- 7 -

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:

 

 

We assessed the susceptibility of the group’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 our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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 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.

Noori Holdings Limited
Independent auditor's report (continued)
To the members of Noori Holdings Limited
- 8 -
Stacey Parr FCCA (Senior Statutory Auditor)
For and on behalf of DJH Audit Limited
17 October 2024
Accountants
Statutory Auditor
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
Noori Holdings Limited
Group statement of comprehensive income
For the year ended 31 January 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
40,190,200
37,662,893
Cost of sales
(35,852,295)
(33,111,567)
Gross profit
4,337,905
4,551,326
Distribution costs
(1,385,054)
(1,392,373)
Administrative expenses
(1,760,276)
(1,874,769)
Other operating income
21,629
19,301
Operating profit
4
1,214,204
1,303,485
Share of profits of associates
-
6,689
Interest receivable and similar income
8
2,191
6,943
Interest payable and similar expenses
9
(6,811)
(16,003)
Amounts written off investments
10
-
(166,627)
Profit before taxation
1,209,584
1,134,487
Tax on profit
11
(329,215)
(209,824)
Profit for the financial year
29
880,369
924,663
Profit for the financial year is attributable to:
- Owners of the parent company
877,202
914,191
- Non-controlling interests
3,167
10,472
880,369
924,663
Total comprehensive income for the year is attributable to:
- Owners of the parent company
877,202
914,191
- Non-controlling interests
3,167
10,472
880,369
924,663
Noori Holdings Limited
Group statement of financial position
As at 31 January 2024
31 January 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
14
2,542,386
2,634,125
Current assets
Stocks
19
2,248,088
2,169,276
Debtors
20
2,313,023
2,297,964
Investments
21
-
0
163,871
Cash at bank and in hand
2,901,969
1,224,375
7,463,080
5,855,486
Creditors: amounts falling due within one year
22
(4,476,978)
(3,588,735)
Net current assets
2,986,102
2,266,751
Total assets less current liabilities
5,528,488
4,900,876
Creditors: amounts falling due after more than one year
23
(416,925)
(547,882)
Provisions for liabilities
Deferred tax liability
25
144,500
144,500
(144,500)
(144,500)
Net assets
4,967,063
4,208,494
Capital and reserves
Called up share capital
28
500
500
Profit and loss reserves
29
4,950,653
4,195,251
Equity attributable to owners of the parent company
4,951,153
4,195,751
Non-controlling interests
15,910
12,743
4,967,063
4,208,494

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 17 October 2024 and are signed on its behalf by:
17 October 2024
Mr K O Noori
Director
Company registration number 12172555 (England and Wales)
Noori Holdings Limited
Company statement of financial position
As at 31 January 2024
31 January 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
15
503
502
Current assets
Debtors
20
1,803,200
1,300,000
Creditors: amounts falling due within one year
22
(3)
(2)
Net current assets
1,803,197
1,299,998
Net assets
1,803,700
1,300,500
Capital and reserves
Called up share capital
28
500
500
Profit and loss reserves
29
1,803,200
1,300,000
Total equity
1,803,700
1,300,500

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 £625,000 (2023 - £758,834 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 17 October 2024 and are signed on its behalf by:
17 October 2024
Mr K O Noori
Director
Company registration number 12172555 (England and Wales)
Noori Holdings Limited
Group statement of changes in equity
For the year ended 31 January 2024
- 12 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 1 February 2022
500
3,539,894
3,540,394
-
3,540,394
Year ended 31 January 2023:
Profit and total comprehensive income
-
914,191
914,191
10,472
924,663
Dividends
12
-
(258,834)
(258,834)
(10,167)
(269,001)
Other movements
-
-
-
12,438
12,438
Balance at 31 January 2023
500
4,195,251
4,195,751
12,743
4,208,494
Year ended 31 January 2024:
Profit and total comprehensive income
-
877,202
877,202
3,167
880,369
Dividends
12
-
(121,800)
(121,800)
-
(121,800)
Balance at 31 January 2024
500
4,950,653
4,951,153
15,910
4,967,063
Noori Holdings Limited
Company statement of changes in equity
For the year ended 31 January 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 February 2022
500
800,000
800,500
Year ended 31 January 2023:
Profit and total comprehensive income for the year
-
758,834
758,834
Dividends
12
-
(258,834)
(258,834)
Balance at 31 January 2023
500
1,300,000
1,300,500
Year ended 31 January 2024:
Profit and total comprehensive income
-
625,000
625,000
Dividends
12
-
(121,800)
(121,800)
Balance at 31 January 2024
500
1,803,200
1,803,700
Noori Holdings Limited
Group statement of cash flows
For the year ended 31 January 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
34
2,242,811
719,213
Income taxes paid
(252,419)
(128,258)
Net cash inflow from operating activities
1,990,392
590,955
Investing activities
Purchase of tangible fixed assets
(62,494)
(472,847)
Purchase of subsidiaries, net of cash acquired
-
42,536
Proceeds from disposal of investments
163,871
72,794
Interest received
2,191
6,943
Net cash generated from/(used in) investing activities
103,568
(350,574)
Financing activities
Repayment of bank loans
(287,755)
(145,774)
Interest paid
(6,811)
(16,003)
Dividends paid to equity shareholders
(121,800)
(258,834)
Dividends paid to non-controlling interests
-
0
(10,167)
Net cash used in financing activities
(416,366)
(430,778)
Net increase/(decrease) in cash and cash equivalents
1,677,594
(190,397)
Cash and cash equivalents at beginning of year
1,224,375
1,414,772
Cash and cash equivalents at end of year
2,901,969
1,224,375
Noori Holdings Limited
Notes to the group financial statements
For the year ended 31 January 2024
- 15 -
1
Accounting policies
Company information

Noori Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Units 1-5 Unicorn Industrial Estate, Davenport Street, Longport, Stoke on Trent, Staffordshire, ST6 4RB.

 

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

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. The principal accounting policies adopted are set out below.

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.

1.3
Basis of consolidation

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

 

All financial statements are made up to 31 January 2024. 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.

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
1
Accounting policies
(Continued)
- 16 -

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

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 statement of financial position 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

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

1.5
Turnover

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

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 excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and has been fully amortised upon acquisition.

1.7
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.

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
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:

Freehold land and buildings
No depreciation charged
Leasehold land and buildings
10% on cost
Plant and equipment
20% reducing balance
Fixtures and fittings
20% reducing balance

No depreciation has been charged on freehold buildings as the directors are of the opinion that the residual value of the freehold buildings is not materially different to the fair value. An annual impairment review is carried out on all properties and the directors are of the opinion that the market value of the freehold land and buildings in its entirety after provision for impairments is in excess of the net book value as at 31st January 2024.

 

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 income statement.

1.8
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.

 

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

1.9
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).

 

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.

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
1
Accounting policies
(Continued)
- 18 -

Recoverable amount is the higher of fair value less costs to sell and value in use.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

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 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 in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

1.10
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.

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

1.11
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.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position 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.

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
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 and bank loans, 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.

1.13
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.

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
1
Accounting policies
(Continued)
- 20 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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

 

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

1.16
Retirement benefits

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

1.17
Leases

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

1.18
Government grants

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

 

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

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
- 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.

 

Key sources of estimation uncertainty

 

The directors consider that there are no key estimates or assumptions used in preparing the financial statements.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sales of goods
40,190,200
37,662,893
2024
2023
£
£
Other revenue
Interest income
2,191
6,943
Grants received
21,629
19,301
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Government grants
(21,629)
(19,301)
Depreciation of owned tangible fixed assets
154,233
156,412
Release of negative goodwill
-
(6,405)
Operating lease charges
191,267
152,232
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
1,750
1,500
Audit of the financial statements of the company's subsidiaries
19,250
17,500
21,000
19,000
Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
5
Auditor's remuneration
(Continued)
- 22 -
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Production staff
43
49
-
-
Delivery staff
18
17
-
-
Admin staff
24
23
-
-
Directors
3
3
-
-
Total
88
92
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,384,441
2,316,395
-
0
-
0
Social security costs
8,769
6,991
-
-
Pension costs
31,331
26,883
-
0
-
0
2,424,541
2,350,269
-
0
-
0
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
53,867
64,992
Company pension contributions to defined contribution schemes
1,219
1,470
55,086
66,462

The number of directors to whom retirement benefits were accruing was 2 (2023 - 2).

8
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
2,191
6,943
Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
- 23 -
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
6,811
15,309
Other interest
-
694
Total finance costs
6,811
16,003
10
Amounts written off investments
2024
2023
£
£
Other gains and losses
-
(166,627)
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
329,215
217,425
Adjustments in respect of prior periods
-
0
(69,322)
Total current tax
329,215
148,103
Deferred tax
Origination and reversal of timing differences
-
0
61,721
Total tax charge
329,215
209,824
Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
11
Taxation
(Continued)
- 24 -

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:

2024
2023
£
£
Profit before taxation
1,209,584
1,134,487
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
302,396
215,553
Tax effect of expenses that are not deductible in determining taxable profit
12,986
59,975
Effect of change in corporation tax rate
(2,411)
34,682
Permanent capital allowances in excess of depreciation
-
0
(28,635)
Depreciation on assets not qualifying for tax allowances
16,244
7,334
Under/(over) provided in prior years
-
0
(69,322)
Enhanced capital allowances
-
0
(9,763)
Taxation charge
329,215
209,824
12
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
121,800
258,834
13
Intangible fixed assets
Group
Negative goodwill
£
Cost
At 1 February 2023 and 31 January 2024
(6,405)
Amortisation and impairment
At 1 February 2023 and 31 January 2024
(6,405)
Carrying amount
At 31 January 2024
-
0
At 31 January 2023
-
0
The company had no intangible fixed assets at 31 January 2024 or 31 January 2023.
Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
- 25 -
14
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
£
Cost
At 1 February 2023
2,163,711
812,716
541,266
148,096
3,665,789
Additions
465
1,748
57,017
3,264
62,494
At 31 January 2024
2,164,176
814,464
598,283
151,360
3,728,283
Depreciation and impairment
At 1 February 2023
-
0
660,668
303,154
67,842
1,031,664
Depreciation charged in the year
-
0
82,241
55,631
16,361
154,233
At 31 January 2024
-
0
742,909
358,785
84,203
1,185,897
Carrying amount
At 31 January 2024
2,164,176
71,555
239,498
67,157
2,542,386
At 31 January 2023
2,163,711
152,048
238,112
80,254
2,634,125
The company had no tangible fixed assets at 31 January 2024 or 31 January 2023.
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
502
502
Investments in joint ventures
17
-
0
-
0
1
-
0
-
0
-
0
503
502
Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
15
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Company
Shares in subsidiaries and joint ventures
£
Cost or valuation
At 1 February 2023
502
Additions
1
At 31 January 2024
503
Carrying amount
At 31 January 2024
503
At 31 January 2023
502
16
Subsidiaries

Details of the company's subsidiaries at 31 January 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Central Food Service Ltd
Units 1-5 Unicorn Industrial Estate, Davenport Street, Longport, Stoke-on-Trent, Staffs, ST6 4RB
Ordinary
100.00
Sara International Trading (UK) Limited
1 Unicorn Industrial Estate, Davenport Street, Stoke-on-Trent, Staffs, ST6 4RB
Ordinary
66.66

Sara International Trading (UK) Limited (company no 10232465) is exempt from audit by virtue of section 479A of the Companies Act 2006.

17
Joint ventures

Details of joint ventures at 31 January 2024 are as follows:

Name of undertaking
Registered office
Interest
% Held
held
Direct
Sadaqa Limited
Unit 23-25 Cobham Business Cntre Cobham Road, Birmingham, England, B9 4UP
Ordinary
50.00
Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
- 27 -
18
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
-
163,871
-
-
19
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
2,248,088
2,169,276
-
0
-
0
20
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,806,024
1,763,138
-
0
-
0
Unpaid share capital
3
3
-
0
-
0
Amounts owed by group undertakings
-
-
1,803,200
1,300,000
Other debtors
506,996
534,823
-
0
-
0
2,313,023
2,297,964
1,803,200
1,300,000
21
Current asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Unlisted investments
-
163,871
-
-
Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
- 28 -
22
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
24
117,136
287,755
-
0
-
0
Trade creditors
3,786,499
3,039,756
-
0
-
0
Corporation tax payable
229,215
152,419
-
0
-
0
Other taxation and social security
45,931
34,858
-
-
Government grants
26
9,877
12,587
-
0
-
0
Other creditors
238,807
8,531
3
2
Accruals and deferred income
49,513
52,829
-
0
-
0
4,476,978
3,588,735
3
2
23
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
24
358,485
475,621
-
0
-
0
Government grants
26
58,440
72,261
-
0
-
0
416,925
547,882
-
-
Amounts included above which fall due after five years are as follows:
Payable by instalments
100,932
103,123
-
-
24
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
475,621
763,376
-
0
-
0
Payable within one year
117,136
287,755
-
0
-
0
Payable after one year
358,485
475,621
-
0
-
0

The bank loans are secured by a fixed and floating charge over the assets of the group.

Included in bank loans payable after one year is a fixed rate loan of £252,500 with interest charged at a rate of 3.7%, repayable by monthly instalments of £1,944. The loan is to be fully repaid by 28th November 2033.

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
- 29 -
25
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
144,500
144,500
The company has no deferred tax assets or liabilities.
There were no deferred tax movements in the year.
26
Government grants
Group
Company
2024
2023
2024
2023
£
£
£
£
Arising from government grants
68,317
84,848
-
-

Deferred income is included in the financial statements as follows:

Current liabilities
9,877
12,587
-
0
-
0
Non-current liabilities
58,440
72,261
-
0
-
0
68,317
84,848
-
-
27
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
31,331
26,883

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £2,973 (2023 - £1,431) were payable to the fund at the balance sheet date and are included in creditors.

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
- 30 -
28
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
500
500
500
500

Each ordinary share has full voting rights, full dividend rights, is non-redeemable and has no right to participate in a distribution of capital, except on winding up.

29
Reserves
Profit and loss reserves

Profit and loss reserves represents the accumulated profits less accumulated losses and distributions up to the reporting date. This is a distributable reserve.

30
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
2024
2023
2024
2023
£
£
£
£
Within one year
193,702
217,968
-
-
Between two and five years
471,823
450,835
-
-
In over five years
20,942
18,000
-
-
686,467
686,803
-
-
31
Related party transactions
Transactions with related parties

During the year the group purchased items from related parties of £9,296 (2023 - £34,156).

 

During the year the group paid rent to one of the directors and to a close family member of £27,192 (2023 - £26,400).

 

During the prior year a director purchased a fixed asset from the group for £7,000. No such transactions have taken place during the current year.

 

During the year the group also paid a total of £13,267 (2023 - £12,757) to close family members of key management personnel.

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
31
Related party transactions
(Continued)
- 31 -

Loans to related parties

During the year, the group made advances to a related party totalling £95,349. No repayments of this balance have been made during the year. These advances are interest free, unsecured and repayable on demand. This balance is recorded within other debtors.

 

Key management personnel

During the year, amounts of key management personnel paid were £98,628 (2023 - £76,835).

32
Directors' transactions

The advance is unsecured, repayable on demand and interest is charged at HMRC's official rate of interest per annum, where the balance exceeds £10,000.

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Mr K O Noori -
2.25
106,384
86,382
2,317
(67,689)
127,394
Mr W K Noori -
2.25
334,439
104,289
6,635
(257,062)
188,301
440,823
190,671
8,952
(324,751)
315,695
33
Controlling party

Mr W K Noori, the director, controls the company as a result of holding 70% of the issued share capital.

Noori Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 January 2024
- 32 -
34
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
880,369
924,663
Adjustments for:
Share of results of associates and joint ventures
-
(6,689)
Taxation charged
329,215
209,824
Finance costs
6,811
16,003
Investment income
(2,191)
(6,943)
Amortisation and impairment of intangible assets
-
(6,405)
Depreciation and impairment of tangible fixed assets
154,233
156,412
Other gains and losses
-
166,626
Movements in working capital:
Increase in stocks
(78,812)
(416,054)
Increase in debtors
(15,059)
(198,407)
Increase/(decrease) in creditors
984,776
(140,968)
(Decrease)/increase in deferred income
(16,531)
21,151
Cash generated from operations
2,242,811
719,213
35
Analysis of changes in net funds - group
1 February 2023
Cash flows
31 January 2024
£
£
£
Cash at bank and in hand
1,224,375
1,677,594
2,901,969
Borrowings excluding overdrafts
(763,376)
287,755
(475,621)
460,999
1,965,349
2,426,348
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