Company registration number 13339067 (England and Wales)
SILVER BIRCH FINANCE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
PAGES FOR FILING WITH REGISTRAR
SILVER BIRCH FINANCE HOLDINGS LIMITED
CONTENTS
Page
Group statement of financial position
1
Company statement of financial position
2
Group statement of changes in equity
3
Company statement of changes in equity
4
Notes to the financial statements
5 - 15
SILVER BIRCH FINANCE HOLDINGS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
30 APRIL 2024
30 April 2024
- 1 -
2024
2023
Notes
$
$
$
$
Non-current assets
Intangible assets
-
-
Property, plant and equipment
6
784
11,959
Investments
7
12
12
796
11,971
Current assets
Trade and other receivables
9
2,114,408
543,863
Cash and cash equivalents
398,659
523,766
2,513,067
1,067,629
Current liabilities
10
(5,317,469)
(1,510,155)
Net current liabilities
(2,804,402)
(442,526)
Total assets less current liabilities
(2,803,606)
(430,555)
Non-current liabilities
11
-
(1,000,000)
Net liabilities
(2,803,606)
(1,430,555)
Equity
Called up share capital
13
36
36
Share premium account
6,000,000
6,000,000
Capital redemption reserve
(107,153)
(107,153)
Retained earnings
(8,696,489)
(7,323,438)
Total equity
(2,803,606)
(1,430,555)

The notes on pages 5 to 15 form part of these financial statements.

The directors of the group have elected not to include a copy of the income statement within the financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on
9 December 2024
09 December 2024
and are signed on its behalf by:
C Ruse
Director
Company registration number 13339067 (England and Wales)
SILVER BIRCH FINANCE HOLDINGS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT
30 APRIL 2024
30 April 2024
- 2 -
2024
2023
Notes
$
$
$
$
Non-current assets
Investments
7
26
26
Current assets
Trade and other receivables
9
11,216,659
8,129,077
Cash and cash equivalents
26
-
0
11,216,685
8,129,077
Current liabilities
10
(4,711,243)
(1,108,442)
Net current assets
6,505,442
7,020,635
Total assets less current liabilities
6,505,468
7,020,661
Non-current liabilities
11
-
(1,000,000)
Net assets
6,505,468
6,020,661
Equity
Called up share capital
13
36
36
Share premium account
6,000,000
6,000,000
Capital redemption reserve
(107,153)
(107,153)
Retained earnings
612,585
127,778
Total equity
6,505,468
6,020,661

The notes on pages 5 to 15 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was $484,807 (2023 - $86,961 profit).

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

The financial statements were approved by the board of directors and authorised for issue on
9 December 2024
09 December 2024
and are signed on its behalf by:
C Ruse
Director
Company registration number 13339067 (England and Wales)
SILVER BIRCH FINANCE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total
Notes
$
$
$
$
$
Balance at 1 May 2022
39
5,680,609
-
0
(4,370,825)
1,309,823
Year ended 30 April 2023:
Loss and total comprehensive deficit for the year
-
-
-
(2,952,613)
(2,952,613)
Issue of share capital
13
1
319,391
-
-
319,392
Redemption of shares
13
(4)
-
(107,153)
-
(107,157)
Balance at 30 April 2023
36
6,000,000
(107,153)
(7,323,438)
(1,430,555)
Year ended 30 April 2024:
Loss and total comprehensive deficit for the year
-
-
-
(1,373,051)
(1,373,051)
Balance at 30 April 2024
36
6,000,000
(107,153)
(8,696,489)
(2,803,606)

The notes on pages 5 to 15 form part of these financial statements.

SILVER BIRCH FINANCE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Total
Notes
$
$
$
$
$
Balance at 1 May 2022
39
5,680,609
-
0
40,817
5,721,465
Year ended 30 April 2023:
Profit and total comprehensive income for the year
-
-
-
86,961
86,961
Issue of share capital
13
1
319,391
-
-
319,392
Redemption of shares
13
(4)
-
(107,153)
-
(107,157)
Balance at 30 April 2023
36
6,000,000
(107,153)
127,778
6,020,661
Year ended 30 April 2024:
Profit and total comprehensive income for the year
-
-
-
484,807
484,807
Balance at 30 April 2024
36
6,000,000
(107,153)
612,585
6,505,468
SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 5 -
1
Accounting policies
Company information

Silver Birch Finance Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5th Floor, 3 Dorset Rise, London, EC4Y 8EN.

 

The group's principal place of business is 85 Gresham Street, London, England, EC2V 7NQ.

 

The group consists of Silver Birch Finance Holdings Limited and all of its subsidiaries, Silver Birch Finance Limited, Silver Birch Trading Holdings Limited, SB Trading Company Alpha Limited, SB Trading Company Beta Limited and Agri Trading Company PI Limited, Silver Birch Finance Americas Holdings Limited, Silver Birch Finance Americas LLC and SB Agri Trading Limited.

 

The principal activities of both the group and company are included within the Directors' Report.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest US Dollars.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Silver Birch Finance Holdings Limited together with Silver Birch Finance Limited and SB Trading Company Beta Limited which are controlled by the parent company (its subsidiaries).

 

The financial results of SB Trading Company Beta Limited has been included within these consolidated financial statements but the individual company financial statements have not been audited as overall it is considered immaterial to the financial results of the group for the year and the net liabilities position.

 

The remaining subsidiaries are immaterial to the group financial statements and consequently the directors have chosen to not include them within these consolidated financial statements.

 

All financial statements are made up to 30 April 2024. The subsidiary has the same accounting policies as the parent company.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

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

 

 

 

 

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 6 -
1.3
Going concern

The accounts are prepared on a going concern basis notwithstanding the loss for the year. The group’s balance sheet position was satisfactory with a healthy level of liquidity to meet its liabilities as they fall due as it continues to be supported by a key shareholder. Furthermore, the directors remain confident that the group will grow and trade profitability in the future.

 

Consequently, based on the future plans and revenue streams of the group, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

 

1.4
Revenue

Revenue is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

 

Revenue represents amounts due under contracted services to the extent that there is a right to the consideration. The company records the revenue at the fair value of the total consideration due to the extent that it can be estimated reliably.

 

Revenue is recognised when the company has met all of the obligations under the contract, the company accrues the revenue if it has not been invoiced by the balance sheet date.

 

Costs directly attributable to the revenue generated by the group are included within cost of sales.

Interest income and dividend income is recognised when the right to receive payment is established.

1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.6
Non-current 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 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.

1.7
Impairment of non-current assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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).

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 7 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing 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 the income statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 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 trade and other receivables 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.

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 trade and other payables and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 8 -
Derecognition of financial liabilities

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

1.10
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.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.12
Retirement benefits

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

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.

1.13
Foreign exchange

Transactions in currencies other than United States Dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the income statement.

 

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue recognition and accrued income

In making their judgement, the directors considered the criteria under FRS 102 for the recognition of services rendered by the company. In particular, regard was given for ensuring that the company had fulfilled all of their obligations for underlying contracts and that the directors could reliably estimate the revenue that would be received in the future in respect of variable consideration receivable.

 

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 9 -
3
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
14,994
12,200
Audit of the financial statements of the company's subsidiaries
31,003
32,963
45,997
45,163
4
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Management
4
5
-
-
Administrative and support staff
12
11
-
-
Total
16
16
-
0
-
0
5
Income statement

The first inventory hub transaction transacted through the group's own infrastructure was completed during this financial year through one of the subsidiaries of Silver Birch Trading Holdings Limited. Although this generated a significant increase in revenue, it also generated a significant increase in costs through a corresponding purchase and therefore had an immaterial impact upon the group's loss for the year. Since all inventory purchased was sold by 30 April 2024 there was no material impact on the group’s balance sheet at 30 April 2024. The directors are pleased to note that the number and scale of inventory hub transactions have grown considerably subsequent to the balance sheet date.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 10 -
6
Property, plant and equipment
Group
Plant and machinery etc
$
Cost
At 1 May 2023 and 30 April 2024
34,308
Depreciation and impairment
At 1 May 2023
22,349
Depreciation charged in the year
11,175
At 30 April 2024
33,524
Carrying amount
At 30 April 2024
784
At 30 April 2023
11,959
The company had no property, plant and equipment at 30 April 2024 or 30 April 2023.
SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 11 -
7
Fixed asset investments
Group
Company
2024
2023
2024
2023
$
$
$
$
Shares in group undertakings
12
12
26
14
12
12
26
26
Movements in non-current investments
Group
Shares in subsidiaries
$
Cost or valuation
At 1 May 2023 and 30 April 2024
12
Carrying amount
At 30 April 2024
12
At 30 April 2023
12

The fixed asset investment represents the amount of the investment held in a subsidiary which is not consolidated.

Movements in non-current investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 May 2023 and 30 April 2024
26
Carrying amount
At 30 April 2024
26
At 30 April 2023
26
SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 12 -
8
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Silver Birch Finance Limited
United Kingdom
Financial intermediation services
Ordinary
100.00
-
Silver Birch Trading Holdings Limited
United Kingdom
Holding company
Ordinary
100.00
-
SB Trading Company Alpha Limited
United Kingdom
Financing wholesale trade
Ordinary
-
100.00
SB Trading Company Beta Limited
United Kingdom
Financing wholesale trade
Ordinary
-
100.00
Agri Trading Company Pi Limited (previously SB Trading Company Gamma Limited)
United Kingdom
Financing wholesale trade
Ordinary
-
100.00
SB Agri Trading Limited
United Kingdom
Financing wholesale trade
Ordinary
-
100.00
Silver Birch Finance Americas Holdings Limited
United Kingdom
Holding company
Ordinary
100.00
-

The registered office of each of the subsidiaries listed above is the same as the company.

 

9
Trade and other receivables
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
$
$
$
$
Trade receivables
25,177
142,040
-
0
-
0
Amounts owed by unconsolidated subsidiaries
77,962
44,988
-
0
-
0
Other receivables
2,011,269
356,835
2,231
3,675
2,114,408
543,863
2,231
3,675
Amounts falling due after more than one year:
Amounts owed by subsidiary
-
0
-
0
11,214,428
8,125,402
Total debtors
2,114,408
543,863
11,216,659
8,129,077

Included within the group's other receivables due after one year, are retainers totalling $37,550, due to be returned at the end of the license term.

 

Included within the company's receivables over one year are amounts owed by subsidiaries which are repayable by 2026 and on which interest is being charged 7.50% per annum from 1 May 2023. The loan balance includes interest of $959,729 (2023: $246,695).

.

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 13 -
10
Current liabilities
Group
Company
2024
2023
2024
2023
$
$
$
$
Trade payables
79,050
43,624
-
0
-
0
Amounts owed to unconsolidated subsidiaries
20,867
12
12
12
Taxation and social security
382,982
217,548
-
0
-
0
Other payables
4,834,570
1,248,971
4,711,231
1,108,430
5,317,469
1,510,155
4,711,243
1,108,442

Included within other payables is $1,000,000 that was received from a related party in advance for consideration of share capital. The shares were issued subsequent to the year end and therefore was held as other payables until the issue of the shares.

 

Furthermore, the other payables also includes loans due to related parties. See Note 11 for further detail.

 

11
Non-current liabilities
Group
Company
2024
2023
2024
2023
Notes
$
$
$
$
Other payables
-
0
1,000,000
-
0
1,000,000
12
Borrowings
Group
Company
2024
2023
2024
2023
$
$
$
$
Loans from related parties
3,637,096
2,037,288
3,637,096
2,037,288
Payable within one year
3,637,096
1,037,288
3,637,096
1,037,288
Payable after one year
-
0
1,000,000
-
0
1,000,000

The loans have been issued by a shareholder of the company. The loans are included within other payables (note 9) and are all showing as due within 1 year because they have been converted into share capital of the company on 31 July 2024.

 

The loans are accruing interest between 0-10% and the interest is payable 12 months after the loan is issued. If the interest is not repaid by the due date then the interest compounds for the next 12 months.

 

SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 14 -
13
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary A shares of $0.01 each
1,764
1,764
18
18
Ordinary B shares of $0.01 each
1,481
1,481
14
14
Ordinary C shares of $0.01 each
392
392
4
4
3,637
3,637
36
36
14
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Independence

We are independent of the Group and the 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.

The auditor was BDO LLP.
15
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2024
2023
2024
2023
$
$
$
$
Rental lease commitments within 1 year
225,298
213,788
-
-
225,298
213,788
-
-
16
Events after the reporting date

Convertible loan

Subsequent to the year end, the company converted its loans from a key shareholder into 1 Redeemable Preference share and 582 A Ordinary shares.

 

17
Related party transactions
SILVER BIRCH FINANCE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
17
Related party transactions
(Continued)
- 15 -

The company has taken advantage of the exemption in FRS 102 paragraph 33.1A whereby it has not disclosed transactions with any wholly owned fellow group companies.

 

As at year end, the group owed $71 (2023: $71) to the Directors. This balance is interest free and repayable on demand.

 

As at year end, the group owed $3,637,096 (2023: $2,037,288) to a shareholder. The loans were accruing interest at between 1-10%. If the interest is not repaid by the due date then the interest compounds for the next 12 months. The loans were converted into share capital on 31 July 2024.

 

Furthermore, the group owed $1,000,000 (2023: $nil) to the same shareholder. This amount was received in advance of the issue of share capital which happened subsequent to the year end. The amount was held as a creditor until the issue of the shares. There is no interest accruing on this amount.

 

 

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