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Registered number: 14738134
NGH 2023 Limited
Strategic Report, Directors' Report and
Financial Statements
For the Period 17 March 2023 to 31 December 2023
CBTax
17 Grovelands Business Park
West Haddon Road
East Haddon
Northamptonshire
NN6 8FB
Contents
Page
Company Information 1
Strategic Report 2
Directors' Report 3—4
Independent Auditor's Report 5—6
Consolidated Profit and Loss Account 7
Consolidated Balance Sheet 8
Company Balance Sheet 9
Consolidated Statement of Changes in Equity 10
Company Statement of Changes in Equity 11
Consolidated Statement of Cash Flows 12
Notes to the Consolidated Statement of Cash Flows 13
Notes to the Financial Statements 14—31
Page 1
Company Information
Directors Mr T A Pearson
Mr T W Pearson
Secretary Ms L J Sharif
Company Number 14738134
Registered Office Nene House
Station Road
Watford Village
Northamptonshire
NN6 7XN
Accountants CBTax
CIOT & ICAEW
17 Grovelands Business Park
West Haddon Road
East Haddon
Northamptonshire
NN6 8FB
Auditors MHA
Century House
The Lakes
Northampton
NN4 7HD
Bankers Lloyds Bank plc
Altius House
Milton Keynes
Buckinghamshire
MK9 1NJ
Solicitors Howes Percival
4 Rushmills
Northampton
NN4 7YB
Page 1
Page 2
Strategic Report
The directors present their strategic report for the period ended 31 December 2023.
Principal Activity
The principal activity of the Company during the period was a holding company. 
The principal activity of the subsidiaries during the year was property investment and development, the provision of management services and the manufacture of wire mesh based materials handling products for the logistics industry. 
Review of the Business
The Consolidated Balance Sheet shows net assets of £12.72 million. 
Principal Risks and Uncertainties
The main risks arise directly from the Group's operations, including competitive pressure, cash flow risk and credit risk. 
The Group has been fortunate that existing tenants have continued to pay their rents and there is continued interest in any vacant space within the Group's property portfolio. 
Competitive pressure in the UK property sector is a continuing risk. The Group manage this risk with good customer service levels and maintaining strong relationships with customers and suppliers.
The Group's cash flow risk is monitored on an ongoing basis. Debtors are controlled, and the Group maintains capital levels and bank facilities to meet operating requirements. 
Credit risk has not been material in the past as the Group's main customers are blue chip companies with good credit ratings, and the Company operates good credit control. 
Key financial performance indicators
The directors use a number of key performance indicators to monitor business performance against budget, the principal measures are: 
Turnover £6,685,049
Profit before tax £58,483
On behalf of the board
Mr T W Pearson
Director
20/12/2024
Page 2
Page 3
Directors' Report
The directors present their report and the financial statements for the period ended 31 December 2023.
Directors
The directors who held office during the period were as follows:
Mr T A Pearson Appointed 17/03/2023
Mr T W Pearson Appointed 17/03/2023
Post Balance Sheet Events
There have been no significant events affecting the Group since the year end.
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, the Directors' 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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements the directors are required to:
  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Directors' Report is approved: 
  • so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
  • they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.
Page 3
Page 4
Independent Auditors
The auditors, MHA, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313).
On behalf of the board
Mr T W Pearson
Director
20/12/2024
Page 4
Page 5
Independent Auditor's Report
Opinion
We have audited the financial statements of NGH 2023 Limited (the ‘ parent company’) and its subsidiaries (the ‘Group) for the year ended 31 December 2023 which comprise the Group Statement of Income and Retained Earnings, the Group and Company Balance Sheets, 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: 
• give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December 2023 and of the Group’s profit/(loss) for the year then ended;
• have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 ethical responsibilities in accordance with those 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 ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. 
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.  
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: 
• the information given in the group strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and 
• the group strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. 
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors’ report.
Matters on Which We Are Required to Report by Exception
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: 
• adequate accounting records have not been kept, or returns adequate for our audit have not been received by branches not visited by us; or 
• the financial statements are not in agreement with the accounting records and returns; or 
• certain disclosures of directors’ remuneration specified by law are not made; or 
• we have not received all the information and explanations we require for our audit.
Page 5
Page 6
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 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 directors either intend to liquidate the Group or 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 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below: 
• Enquiry of management around actual and potential litigation and claims; 
• Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
• Reviewing minutes of meetings of those charged with governance; 
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
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 financial statements is located on the FRC’s website at: 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.
Rebecca Hughes BSc (Hons) FCCA (Senior Statutory Auditor)
for and on behalf of MHA , Statutory Auditor
20/12/2024
MHA
Century House
The Lakes
Northampton
NN4 7HD
Page 6
Page 7
Consolidated Profit and Loss Account
31 December 2023
Notes £
TURNOVER 3 6,680,281
Cost of sales (3,262,090 )
GROSS PROFIT 3,418,191
Administrative expenses (3,789,898 )
OPERATING LOSS 4 (371,707 )
Profit on revaluation of investment property 1,080,000
Profit on revaluation of investments 20,771
Profit on disposal of fixed assets 72,858
Other interest receivable and similar income 9 4,527
Interest payable and similar charges 10 (338,797 )
PROFIT BEFORE TAXATION 467,652
Tax on Profit 11 285,189
PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL PERIOD 752,841
Profit attributable to:
Owners of the parent 832,824
Non-controlling interest (79,983)
752,841
The notes on pages 13 to 31 form part of these financial statements.
Page 7
Page 8
Consolidated Balance Sheet
31 December 2023
Notes £ £
FIXED ASSETS
Intangible Assets 12 (2,851,512 )
Tangible Assets 13 952,457
Investment Properties 14 18,698,193
Investments 15 549,245
17,348,383
CURRENT ASSETS
Stocks 16 7,415,630
Debtors 17 4,642,815
Cash at bank and in hand 2,808,970
14,867,415
Creditors: Amounts Falling Due Within One Year 18 (16,621,256 )
NET CURRENT ASSETS (LIABILITIES) (1,753,841 )
TOTAL ASSETS LESS CURRENT LIABILITIES 15,594,542
Creditors: Amounts Falling Due After More Than One Year 19 (3,956,200 )
PROVISIONS FOR LIABILITIES
Deferred Taxation 22 (1,247,066 )
NET ASSETS 10,391,276
CAPITAL AND RESERVES
Called up share capital 23 1,063,000
Other reserves 8,617,610
Profit and Loss Account 980,863
Equity attributable to owners of the parent 10,661,473
Non-controlling interest (270,197 )
TOTAL EQUITY 10,391,276
The financial statements were approved by the board of directors on 20 December 2024 and were signed on its behalf by:
Mr T W Pearson
Director
20/12/2024
The notes on pages 13 to 31 form part of these financial statements.
Page 8
Page 9
Company Balance Sheet
31 December 2023
Notes £ £
FIXED ASSETS
Investments 15 11,150,810
11,150,810
Creditors: Amounts Falling Due Within One Year 18 (1,470,200 )
NET CURRENT ASSETS (LIABILITIES) (1,470,200 )
TOTAL ASSETS LESS CURRENT LIABILITIES 9,680,610
NET ASSETS 9,680,610
CAPITAL AND RESERVES
Called up share capital 23 1,063,000
Other reserves 8,617,610
SHAREHOLDERS' FUNDS 9,680,610
In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit/(loss) for the period was £Nil.
For the period ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
On behalf of the board
Mr T W Pearson
Director
20/12/2024
The notes on pages 13 to 31 form part of these financial statements.
Page 9
Page 10
Consolidated Statement of Changes in Equity
Share Capital Revaluation reserve Other reserves Profit and Loss Account
£ £ £ £
As at 17 March 2023 1,063,000 2,156,656 8,617,610 (2,005,214 )
Profit for period - - - 1,023,038
Surplus on revaluation - (206,656 ) - -
Other comprehensive income for the period - (206,656 ) - -
Total comprehensive income for the period - (206,656) - 1,023,038
Dividends paid - - - (3,403)
Transfer from revaluation reserve - - - 2,156,656
Transfer to/from Profit & Loss Account - (1,950,000 ) - -
As at 31 December 2023 1,063,000 - 8,617,610 980,863
Total Attributable to Parent Non-controlling interest Total
£ £ £
As at 17 March 2023 9,832,052 - 9,832,052
Profit for period 1,023,038 (270,197 ) 752,841
Surplus on revaluation (206,656 ) - (206,656 )
Other comprehensive income for the period (206,656 ) - (206,656 )
Total comprehensive income for the period 816,382 (270,197 ) 546,185
Dividends paid (3,403) - (3,403)
Transfer from revaluation reserve 2,156,656 - 2,156,656
Transfer to/from Profit & Loss Account (1,950,000) - (1,950,000)
As at 31 December 2023 10,661,473 (270,197 ) 10,391,276
Page 10
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Company Statement of Changes in Equity
Share Capital Other reserves Total
£ £ £
As at 17 March 2023 1,063,000 8,617,610 9,680,610
As at 31 December 2023 1,063,000 8,617,610 9,680,610
Page 11
Page 12
Consolidated Statement of Cash Flows
31 December 2023
Notes £
Cash flows from operating activities
Net cash used in operations 1 (3,469,164 )
Interest paid (4,234 )
Profit reconciliation 374,381
Net cash used in operating activities (3,099,017 )
Cash flows from investing activities
Purchase of tangible assets (373,087 )
Proceeds from disposal of tangible assets 72,858
Interest received 4,527
Hire purchase interest paid (11,703)
Purchase of investments (450,000)
Revaluation of investments 20,771
Purchase of investment property (555,722)
Net cash acquired with subsidiary 1,932,890
Net cash generated from investing activities 640,534
Cash flows from financing activities
Proceeds from new bank borrowings 7,036,277
Repayment of bank borrowings (1,362,269 )
Capital element of hire purchase (13,819)
Payment of bank interest (322,860)
Net cash generated from financing activities 5,337,329
Increase in cash and cash equivalents 2,878,846
Cash and cash equivalents at beginning of period 2 -
Cash and cash equivalents at end of period 2 2,878,846
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Notes to the Consolidated Statement of Cash Flows
1. Reconciliation of profit for the financial period to cash used in operations
31 December 2023
£
Profit for the financial period 752,841
Adjustments for:
Tax on profit (285,189 )
Interest expense 334,563
Interest income (4,527 )
Amortisation of intangible assets (503,208 )
Depreciation of tangible assets 166,509
Profit on disposal of tangible assets (72,858)
Movements in working capital:
Increase in stocks (6,770,630 )
Increase in trade and other debtors (914,250 )
Increase in trade and other creditors 3,771,876
Income from fixed asset investments 20,771
Other depreciation of tangible fixed assets 34,938
Net cash used in operations (3,469,164 )
2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:
31 December 2023
£
Cash at bank and in hand 2,808,970
Overdraft facilities repayable on demand (1,982,222 )
Cash and cash equivalents as stated in the Statement of Cash Flows 826,748
This value includes cash at bank and in hand after deducting overdraft facilities of £1,982,222. 
3. Analysis of changes in net debt
As at 17 March 2023 Cash flows As at 31 December 2023
£ £ £
Cash at bank and in hand - 2,808,970 2,808,970
Finance leases - (340,142) (340,142)
Debts falling due within one year - (3,308,016) (3,308,016 )
Debts falling due after more than one year - (3,728,261) (3,728,261)
- (4,567,449) (4,567,449)
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Notes to the Financial Statements
1. General Information
NGH 2023 Limited is a private company, limited by shares, incorporated in England & Wales, registered number 14738134 . The registered office and principal place of business is Nene House, Station Road, Watford Village, Northamptonshire, NN6 7XN.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. 
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.
The following principal accounting policies have been applied: 
2.2. Basis Of Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2023.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group 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. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
2.3. Going Concern Disclosure
The financial statements have been prepared on a going concern basis. The directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. The directors have performed a robust analysis of forecast future cash flows taking into account the potential impact on the business of possible future scenarios and considers the effectiveness of available measures to assist in mitigating any adverse influences. 
Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and accounts.
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2.4. Significant judgements and estimations
In the application of the Group's accounting policies, management have been required to make judgments, estimates and assumptions. These estimates, which relate to the carrying values of assets and liabilities, where not readily apparent from other sources, are based on underlying assumptions and experience. Actual results may differ from these estimates. These estimates and assumptions are reviewed on an ongoing basis. 

The key sources of estimation uncertainty that have a significant effect on the amount recognised in the financial statements are described below.
Investments in subsidiaries are measured at cost less accumulated impairment. 
Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
2.5. Turnover
Revenue is recognised when it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
  • the amount of revenue can be measured reliably;
  • it is probable that the Group will receive the consideration due under the contract;
  • the stage of completion of the contract at the end of the reporting period can be measured reliably; and
  • the costs incurred and the costs to complete the contract can be measured reliably.
2.6. Intangible Fixed Assets and Amortisation - Goodwill
Goodwill represents the excess of the cost of a business combination over the fair value of the group's share of the identifiable net assets, liabilities and contingent liabilities acquired. 
Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equited accounted investment value. 
Goodwill is amortised over its expected useful life which is estimated to be 5 years. 
Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the profit and loss account. No reversals of impairment are recognised. 
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2.7. Tangible Fixed Assets and Depreciation
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. 
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. 
The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred. 
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance or straight line basis. 
Depreciation is provided on the following basis: 
Freehold evenly over 50 years
Plant & Machinery 15 - 20% reducing balance
Motor Vehicles 20% straight line / 25% reducing balance
Fixtures & Fittings 20% reducing balance
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. 
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. 
2.8. Investment Properties
All investment properties are carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided for. Changes in fair value are recognised in the profit and loss account.
2.9. Investments
Investments in subsidaiaries are measured at cost less accumulated impairment. 
2.10. Leasing and Hire Purchase Contracts
Operating leases: the Group as lessor
Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term. 
Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term. 
Leased assets: the Group as lessor 
Where assets are leased to a third party give rights approximating to ownership (finance lease), the lessor recognises as a receivable an amount equal to the net investment in the lease i.e. the minimum lease payments receivable under the lease discounted at the interest rate implicit in the lease. 
A finance lease gives rise to two types of income: profit or loss equivalent to the profit or loss resulting from outright sale of the asset being leased, at normal selling prices, reflecting any applicable discounts, and finance income over the lease term. 
Leased assets: the Group as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. 
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2.11. Stocks and Work in Progress
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. 
At each balance sheet date, stocks are assessed for impairment. If stock is impaired,  the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. 
2.12. Cash and Cash Equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. 
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management. 
2.13. Financial Instruments
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. 
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payables, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument consistute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. 
Investments in non-derivative instruments that are equity to the issuer at measured: 
  • at fair value with changes recognised in the Consolidated Statement of Income and Retained Earnings if the shares are publicly traded or their fair value can otherwise be measured reliably;
  • at cost less impairment for all other investments. 
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Income and Retained Earnings. 
For financial assets that are measured at cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date. 
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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. 
2.14. Interest Receivable
Interest income is recognised in profit or loss using the effective interest method.
2.15. Interest Payable
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. 
Borrowing costs are recognised in profit or loss in the year in which they are incurred. 
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2.16. Foreign Currencies
Functional and presentation currency
The Company's functional and presentational currency is GBP.
The level of rounding is to the nearest pound. 
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. 
At each period end foreign currency monetary items are translated using the closing rate. 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 trnaslation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. 
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses presented in profit or loss within 'other operating income'. 
2.17. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
2.18. Pensions
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. 
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds. 
2.19. Government Grant
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credit to profit or loss at the same rate as the deprecation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. 
Grants of a revenue nature are recognised in the Consolidated Statement of Income and Retained Earnings in the same period as the related expenditure. 
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2.20. Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. 
2.21. Debtors
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. 
2.22. Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years. 
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. 
3. Turnover
All turnover arose within the United Kingdom. 
31 December 2023
£
United Kingdom 6,680,281
6,680,281
4. Operating Loss
The operating loss is stated after charging:
31 December 2023
£
Bad debts 13,685
Depreciation of tangible fixed assets 166,509
Amortisation of intangible fixed assets (503,208 )
5. Auditor's Remuneration
Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements:
31 December 2023
£
Audit Services
Audit of the group and company's financial statements 21,250
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6. Staff Costs
Staff costs, including directors' remuneration, were as follows:
31 December 2023
£
Wages and salaries 2,683,908
Social security costs 369,253
Other pension costs 128,081
3,181,242
The company has no employees other than the directors, who did not receive any remuneration. 
7. Average Number of Employees
Group
Average number of employees, including directors, during the period was as follows:
31 December 2023
Office and administration 54
Management 4
58
Company
Average number of employees, including directors, during the period was: 2
2
8. Directors' remuneration
31 December 2023
£
Emoluments 1,288,382
9. Interest Receivable and Similar Income
31 December 2023
£
Bank interest receivable 4,527
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10. Interest Payable and Similar Charges
31 December 2023
£
Bank loans and overdrafts 282,457
Factoring charges 34,659
Finance charges payable under finance leases and hire purchase contracts 21,681
338,797
11. Tax on Profit
The tax credit on the profit for the period was as follows:
Tax Rate 31 December 2023
31 December 2023 £
Current tax
UK Corporation Tax 25.0% (11,849 )
Prior period adjustment (117,056 )
(128,905 )
Deferred Tax
Deferred taxation (156,284 )
Total tax charge for the period (285,189 )
The actual credit for the period can be reconciled to the expected charge for the period based on the profit and the standard rate of corporation tax as follows:
31 December 2023
£
Profit before tax 467,652
Tax on profit at 19% (UK standard rate) 116,913
Capital allowances 68,496
Short term timing differences 7,421
Research and Development tax credit (128,574 )
Tax losses unutilised carried forward 234,595
Unrelieved loss on disposal of operations (13,662 )
Total tax charge for the period 285,189
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12. Intangible Assets
Group
Goodwill
£
Cost
As at 17 March 2023 -
Additions (3,354,720 )
As at 31 December 2023 (3,354,720 )
Amortisation
As at 17 March 2023 -
Provided during the period (503,208 )
As at 31 December 2023 (503,208 )
Net Book Value
As at 31 December 2023 (2,851,512 )
As at 17 March 2023 -
Company
The company had no intangible fixed assets as at 31 December 2023.
13. Tangible Assets
Group
Land & Property
Freehold Plant & Machinery Motor Vehicles Fixtures & Fittings Total
£ £ £ £ £
Cost or Valuation
As at 17 March 2023 3,150,000 1,361,734 44,012 60,068 4,615,814
Additions - 40,993 159,460 172,634 373,087
Disposals (3,150,000 ) (74,726 ) - - (3,224,726 )
As at 31 December 2023 - 1,328,001 203,472 232,702 1,764,175
Depreciation
As at 17 March 2023 79,004 677,468 19,378 13,614 789,464
Provided during the period - 104,904 38,680 22,925 166,509
Disposals (79,004 ) (65,251 ) - - (144,255 )
As at 31 December 2023 - 717,121 58,058 36,539 811,718
Net Book Value
As at 31 December 2023 - 610,880 145,414 196,163 952,457
As at 17 March 2023 3,070,996 684,266 24,634 46,454 3,826,350
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
31 December 2023
£
Plant & Machinery 206,164
Motor Vehicles 67,123
273,287
Company
The company had no tangible fixed assets as at 31 December 2023.
14. Investment Property
Group
31 December 2023
£
Fair Value
As at 17 March 2023 17,998,954
Additions 6,581,896
Revaluations 1,080,000
Transfers (6,962,657 )
As at 31 December 2023 18,698,193
The 2023 valuations were made by the directors, on an open market value for existing use basis.
Company
The company had no investment property as at 31 December 2023.
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15. Investments
Group
Associates Listed Total
£ £ £
Cost
As at 17 March 2023 64,245 464,229 528,474
Additions - 199,121 199,121
Disposals - (187,915 ) (187,915 )
Revaluations - 9,565 9,565
As at 31 December 2023 64,245 485,000 549,245
Provision
As at 17 March 2023 - - -
As at 31 December 2023 - - -
Net Book Value
As at 31 December 2023 64,245 485,000 549,245
As at 17 March 2023 64,245 464,229 528,474
Company
Subsidiaries
£
Cost
As at 17 March 2023 -
Additions 11,150,810
As at 31 December 2023 11,150,810
Provision
As at 17 March 2023 -
As at 31 December 2023 -
Net Book Value
As at 31 December 2023 11,150,810
As at 17 March 2023 -
Investments in the subsidiary are held at fair value in accordance with section 615 of CA06 and FRS 102 paragraph A3.24. 
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Subsidiaries
Details of the company's subsidiaries as at 31 December 2023 are as follows:
Name of undertaking Registered Office Class of shares held Direct holding Indirect holding
Nene Group Limited The registered office address is the same as the Parent Company Ordinary - 100.00%
Nene Ventures Limited The registered office address is the same as the Parent Company Ordinary - 100.00%
Qube Total Solutions The registered office address is the same as the Parent Company Ordinary - 100.00%
Nene Group Holdings Limited The registered office address is the same as the Parent Company Ordinary 100.00% -
Nene Electrical Limited The registered office address is the same as the Parent Company Ordinary - 70.00%
Econform Limited The Whisky Bond, 2 Dawson Road, Glasgow, Scotland, G4 9SS Ordinary - 60.47%
All investments in subsidiaries are held at fair value. 
16. Stocks
31 December 2023
£
Stock 7,415,630
17. Debtors
Group Company
31 December 2023 31 December 2023
£ £
Due within one year
Trade debtors 1,421,054 -
Other debtors 3,221,761 -
4,642,815 -
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18. Creditors: Amounts Falling Due Within One Year
Group Company
31 December 2023 31 December 2023
£ £
Net obligations under finance lease and hire purchase contracts 112,203 -
Trade creditors 514,851 -
Bank loans and overdrafts 3,308,016 -
Corporation tax 177,482 -
Other taxes and social security 174,964 -
VAT 101,414 -
Other creditors 106,796 -
Loan notes 1,000,000 1,000,000
Accruals and deferred income 8,969,254 -
Amounts owed to group undertakings - 470,200
Amounts owed to joint ventures 2,156,276 -
16,621,256 1,470,200
Amounts owed by group undertakings are unsecured, are interest free, have no fixed date of repayment and are repayable on demand.
19. Creditors: Amounts Falling Due After More Than One Year
Group
31 December 2023
£
Net obligations under finance lease and hire purchase contracts 227,939
Bank loans 3,728,261
3,956,200
The hire purchase borrowings are secured on the assets to which they relate. The bank loans and overdrafts are secured via a fixed and floating charge over the assets of the Group and via an inter group cross guarantee with a company under common control.
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20. Loans
An analysis of the maturity of loans is given below:
Group
31 December 2023
£
Amounts falling due within one year or on demand:
Bank loans 3,308,016
Group
31 December 2023
£
Amounts falling due between one and five years:
Bank loans 3,728,261
Bank loans falling due after more than 5 years are repayable by monthly instalments. The bank loans falling due after more than 5 years are subject to interest charges at a variable rate dependent on the Bank of England base rate. 
21. Obligations Under Finance Leases and Hire Purchase
Group
31 December 2023
£
The future minimum finance lease payments are as follows:
Not later than one year 112,203
Later than one year and not later than five years 227,939
340,142
340,142
22. Deferred Taxation
The provision for deferred tax is made up as follows:
31 December 2023
£
Other timing differences 1,247,066
Nene Group Limited
Qube Total Solutions Ltd
Total
£
£
£
Arising on business combinations
750,748
653,262
1,404,010
Charged to profit or loss
386,927
image
(543,871)
image
(156,944)
image
As at 31 December 2023
1,137,675
image
109,391
image
1,247,066
image
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23. Share Capital
31 December 2023
Allotted, called up and fully paid £
2 Ordinary Shares of £ 1.00 each 2
Preference Shares
31 December 2023
Allotted, called up and fully paid £
1,062,998 Preference Shares of £ 1.00 each 1,062,998
24. Business Combinations
Nene Group Holdings Limited
On 17th March 2023, the Group acquired 100% of the issued share capital in Nene Group Holdings Limited, which is comprised of 100% of the share capital in Nene Group Limited, Qube Total Solutions and Nene Ventures Limited, 70% of the share capital in Nene Electrical Limited and 60.47% of the share capital in Econform Limited. This was accounted for using the acquisition method of accounting.
Net assets acquired
Book Values Adjustments Fair Value
£ £ £
Tangible Assets 3,858,950 - 3,858,950
Investment Properties 19,478,952 - 19,478,952
Stocks 645,000 - 645,000
Debtors 3,705,393 - 3,705,393
Cash at bank and in hand 1,932,890 - 1,932,890
Creditors: Amounts falling due within one year (12,947,064) (764,581) (13,711,645 )
Deferred taxation (1,404,010) - (1,404,010 )
Total identifiable net assets 15,270,111 (764,581) 14,505,530
Goodwill (3,354,720 )
Total Consideration 11,150,810
The consideration was satisfied by:
Cash consideration paid 1,450,000
Costs directly attributable to the business combination 9,700,810
Total Consideration 11,150,810
The consideration paid is made up of:
£
Cash consideration paid
250,000
Loan notes issued
1,200,000
image
1,450,000
image
...CONTINUED
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24. Business Combinations - continued
Cash inflow on acquisition:
£
Purchase consideration settled in cash
250,000
Cash and cash equivalents acquired
1,932,890
image
2,182,890
image
The results for Nene Group Limited, Qube Total Solutions Ltd, Nene Ventures Limited, Nene Electrical Limited and Econform Limited, since acquisition are as follows:
£
Turnover
6,685,049
Profit
343,672
25. Contingent Liabilities
31 December 2023
£
At the end of the period 7,107,952
Nene Group Limited, together with Nene Warehouse Solutions Ltd, has provided a cross guarantee to the Group's banker. At year end the two companies had bank loans and overdrafts outstanding. 
During the year, Qube Total Solutions Ltd received a legal claim for potential infringement of a registered design. The Company does not believe that the claimant's case will be successful in court, but it is impractical to accurately assess the financial effect of the claim or the potential outcome at this stage. 
26. Other Commitments
The total of future minimum lease payments under non-cancellable operating leases as lessee are as follows:
31 December 2023
£
Not later than one year 305,895
Later than one year and not later than five years 991,264
1,297,159
The total of future minimum lease payments under non-cancellable operating leases as lessor are as follows:
31
December 2023
£
Not later than one year
1,182,522
Later than one year and not later than five years
1,970,589
Later than five years

227,500
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3,380,611
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27. Pension Commitments
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the period the charge to profit or loss in respect of defined contribution schemes was £128,081.
At the balance sheet date unpaid contributions of £4,855 were due to the fund. They are included in Other Creditors. 
28. Directors Advances, Credits and Guarantees
Included within Debtors are the following loans to directors:
As at 17 March 2023 Amounts advanced Amounts repaid Amounts written off As at 31 December 2023
£ £ £ £ £
Mr Thomas Pearson (338,686 ) 1,197,048 (108,301 ) - 750,601
Mr Thomas Pearson (68,742 ) 1,344,682 (525,339 ) - 750,601
The above loan is unsecured, interest free and repayable on demand.
29. Reserves
Group
Revaluation reserve
The revaluation reserve represents cumulative gains and losses on the revaluation of certain tangible fixed assets. 
Profit and loss account
Includes all current and prior period retained profits and losses. 
The profit and loss account reserve also includes non-distributable reserves in relation to the revaluation of freehold investment property and listed investments. 
30. Post Balance Sheet Events
On 28 February 2024, Mr T Schoen was appointed Director of Qube Total Solutions Ltd. Mr T Schoen later resigned on 24 May 2024.
31. Related Party Disclosures
The Company has not disclosed transactions between members of the NGH 2023 Limited Group in line with FRS 102 on the basis that all of the voting rights are controlled within the Group.
During the year, management charges of £1,643,316 were charged to Nene Warehouse Solutions Limited. Management charges of £85,699 were charged to Qube Total Solutions Ltd. 
During the year,  Nene Group Limited paid expenses of £470 on behalf of Econform Limited and £13,493 on behalf of Nene Electrical Limited. 
During the year, Nene Group Limited received rental income of £40,636 from Mulsanne Automotive Ltd. 
32. Controlling Parties
In the opinion of the directors the ultimate controlling parties of the Group and the Company are T A Pearson and T W Pearson by virtue of their shareholdings. 
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33. Exceptional Items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence. 
2023
£
Gain on revaluation of investment property
1,080,000
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The directors consider the gain on revaluation of the investment property to be exceptional by virtue of its size, even though it falls within the normal activities of the Company.
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