Company registration number 13542536 (England and Wales)
Birch Faraday Capital Limited
Annual Report And Consolidated Financial Statements
For The Period Ended 31 March 2024
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
COMPANY INFORMATION
Director
D Irozuru
Company number
13542536
Registered office
239 Kensington High Street
Office 103
London
United Kingdom
W8 6SN
Auditor
Azets Audit Services
Floor 1, Capital House
8 Pittman Court, Pittman Way
Fulwood
Preston
Lancashire
United Kingdom
PR2 9ZG
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 29
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The director presents the strategic report for the period ended 31 March 2024.

Review of the business

The group consists of four companies which are as follows:

 

 

The company's principal activity is that of a holding company. The group's principal activities are as follows:

 

 

Key performance indicators

The trading subisidiaries were acquired on 28 July 2023. The Income Statement for the comparative period shows the performance of the holding company only.

 

Delivery of high quality support is at the heart of all future strategy for the group which is underpinned by the group's positive regulatory CQC ratings.

 

Position at the end of the year

The group has a net current assets ratio of 0.93 compared to 0.47 in the previous year.

 

Principal risks and uncertainties

Risks within the group are identified and assessed against group's strategic aims and objectives at every level within the organisation.

 

The board oversees strategic risks with the support of the quality compliance committee. The committee is satisfied with the processes for identifying, managing and reporting risks at an operational level.

 

At the strategic level we have identified several strategic risks faced by the organisation. All activity is reviewed in the context of these risks which sit below and are associated within them.

 

Financial Strength

Based on our comprehensive analysis and due diligence, we forecast strong financial performance for our portfolio companies. We anticipate exceeding revenue and profitability targets while maintaining healthy margins and cash flows.

 

Governance and strategy

We uphold the highest standards of corporate governance, ensuring transparency, accountability, and ethical conduct in all our business operations to safeguard shareholder interests and uphold our company's reputation.

 

Future Prospects

We are focused on expanding our investment portfolio, both organically through the growth of our existing portfolio companies and strategically through the acquisition of new portfolio companies that align with our investment criteria and growth objectives.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -

Strategy

Our overarching strategy is to pursue sustainable growth for our investment portfolio. This entails a dual approach of expanding our existing portfolio companies and strategically acquiring new ones.

 

 

These drivers support the delivery of the organisations objective of achieving customer satisfaction and developing future opportunities.

On behalf of the board

D Irozuru
Director
27 January 2025
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -

The director presents his annual report and financial statements for the period ended 31 March 2024.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

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

D Irozuru
Financial instruments

The financial risks faced by the group are:

 

Credit risk

To be commercial the group must allow its customers to trade with credit terms and hence the group is exposed to the associated risks. The group mitigates these risks by a dedicated credit control department monitors the amounts outstanding from existing customers. Exposure to credit risk is considered low as bad debts are minimal.

 

Liquidity risk

The liquidity risk of the group is monitored and the group uses forecasts and budgeting to ensure liquidity needs are met.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Post reporting date events

On 4 December 2024 the group purchased an additional subsidiary and property.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 4 -
Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

 

 

The director is 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. He is 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.

On behalf of the board
D Irozuru
Director
27 January 2025
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BIRCH FARADAY CAPITAL LIMITED
- 5 -
Opinion

We have audited the financial statements of Birch Faraday Capital Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

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 director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIRCH FARADAY CAPITAL LIMITED
- 6 -
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 director's 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 director

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines 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 director is 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 director either intends to liquidate the parent company or to cease operations, or has 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.

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.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIRCH FARADAY CAPITAL LIMITED
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Julie Flintoff BA(Hons) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
29 January 2025
Chartered Accountants
Statutory Auditor
Floor 1, Capital House
8 Pittman Court, Pittman Way
Fulwood
Preston
Lancashire
United Kingdom
PR2 9ZG
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 8 -
Period
Period
ended
ended
31 March
28 July
2024
2023
Notes
£
£
Turnover
3
10,854,575
-
Cost of sales
(7,448,591)
-
0
Gross profit
3,405,984
-
Administrative expenses
(2,233,551)
(198,721)
Other operating income
2,951
-
Operating profit/(loss)
4
1,175,384
(198,721)
Interest receivable and similar income
7
18,303
-
0
Interest payable and similar expenses
8
(260,150)
-
0
Other gains and losses
9
(93,500)
94,162
Profit/(loss) before taxation
840,037
(104,559)
Tax on profit/(loss)
10
(113,676)
-
0
Profit/(loss) for the financial period
726,361
(104,559)
Profit/(loss) for the financial period is attributable to:
- Owner of the parent company
593,157
(443,107)
- Non-controlling interests
133,204
338,548
726,361
(104,559)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 9 -
31 March 2024
28 July 2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
806,201
826,557
Investment property
12
3,698,000
3,650,000
4,504,201
4,476,557
Current assets
Debtors
15
1,322,023
2,220,103
Cash at bank and in hand
1,063,096
848,480
2,385,119
3,068,583
Creditors: amounts falling due within one year
16
(2,560,021)
(6,507,871)
Net current liabilities
(174,902)
(3,439,288)
Total assets less current liabilities
4,329,299
1,037,269
Creditors: amounts falling due after more than one year
17
(3,711,669)
(1,010,000)
Provisions for liabilities
Deferred tax liability
19
(4,173)
131,827
4,173
(131,827)
Net assets/(liabilities)
621,803
(104,558)
Capital and reserves
Called up share capital
21
1
1
Profit and loss reserves
150,050
(443,107)
Equity attributable to owner of the parent company
150,051
(443,106)
Non-controlling interests
471,752
338,548
621,803
(104,558)
The financial statements were approved and signed by the director and authorised for issue on 27 January 2025
D Irozuru
Director
Company registration number 13542536 (England and Wales)
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
COMPANY BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
31 March 2024
28 July 2023
Notes
£
£
£
£
Fixed assets
Investments
13
5,729,427
5,635,927
Current assets
Debtors
15
53,345
1
Cash at bank and in hand
16,357
449,998
69,702
449,999
Creditors: amounts falling due within one year
16
(2,885,273)
(5,434,646)
Net current liabilities
(2,815,571)
(4,984,647)
Total assets less current liabilities
2,913,856
651,280
Creditors: amounts falling due after more than one year
17
(3,575,000)
(850,000)
Net liabilities
(661,144)
(198,720)
Capital and reserves
Called up share capital
21
1
1
Profit and loss reserves
(661,145)
(198,721)
Total equity
(661,144)
(198,720)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £462,424 (2023 - £198,721 loss).

The financial statements were approved and signed by the director and authorised for issue on 27 January 2025
D Irozuru
Director
Company registration number 13542536 (England and Wales)
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 11 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
Balance at 1 September 2022
1
-
0
1
-
1
Period ended 28 July 2023:
Loss and total comprehensive income
-
(443,107)
(443,107)
338,548
(104,559)
Balance at 28 July 2023
1
(443,107)
(443,106)
338,548
(104,558)
Period ended 31 March 2024:
Profit and total comprehensive income
-
593,157
593,157
133,204
726,361
Balance at 31 March 2024
1
150,050
150,051
471,752
621,803
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 September 2022
1
-
0
1
Period ended 28 July 2023:
Loss and total comprehensive income for the period
-
(198,721)
(198,721)
Balance at 28 July 2023
1
(198,721)
(198,720)
Period ended 31 March 2024:
Profit and total comprehensive income
-
(462,424)
(462,424)
Balance at 31 March 2024
1
(661,145)
(661,144)
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
26
(2,033,706)
-
Interest paid
(260,150)
-
0
Income taxes paid
(70,000)
-
Net cash outflow from operating activities
(2,363,856)
-
Investing activities
Proceeds from disposal of tangible fixed assets
(1)
-
Purchase of investment property
(48,000)
-
Cash from group acquisition
-
(201,520)
Interest received
18,303
-
0
Purchase of business
(93,500)
-
Net cash used in investing activities
(123,198)
(201,520)
Financing activities
Issue of preference shares
-
850,000
Proceeds from new bank loans
2,725,000
200,000
Repayment of bank loans
(23,330)
-
Net cash generated from financing activities
2,701,670
1,050,000
Net increase in cash and cash equivalents
214,616
848,480
Cash and cash equivalents at beginning of period
848,480
-
0
Cash and cash equivalents at end of period
1,063,096
848,480
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
27
(2,804,991)
-
Interest paid
(260,150)
-
0
Net cash outflow from operating activities
(3,065,141)
-
Investing activities
Purchase of subsidiaries
(93,500)
(400,002)
Net cash used in investing activities
(93,500)
(400,002)
Financing activities
Issue of preference shares
-
850,000
Repayment of bank loans
2,725,000
-
Net cash generated from financing activities
2,725,000
850,000
Net (decrease)/increase in cash and cash equivalents
(433,641)
449,998
Cash and cash equivalents at beginning of period
449,998
-
0
Cash and cash equivalents at end of period
16,357
449,998
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 15 -
1
Accounting policies
Company information

Birch Faraday Capital Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 239 Kensington High Street, Office 103, London, United Kingdom, W8 6SN. The principal place of business is Bechers House, Charnock Road, Liverpool, L9 6AW.

 

The group consists of Birch Faraday Capital Ltd and all of its subsidiaries.

1.1
Reporting period

The group has shortened the year end to 31 March 2024. The period was shortened to better suit the business. As a result, comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

1.2
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, modified to include the investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.3
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 are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Birch Faraday Capital Ltd together with all entities controlled by the parent company (its subsidiaries). All financial statements are made up to 31 March 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.

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

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.5
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, despite net current liabilities of £174,902. The group produced cash flow forecasts to demonstate the ability to meet liabilities as they fall due, and sourced additional finance post year end. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.6
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.

Rents receivable under operating leases are included in the Income Statement on a straight line basis over the term of the lease.

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.

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
2% Straight Line
Leasehold land and buildings
2% Straight Line
Fixtures and fittings
25% Straight Line
Motor vehicles
25% Straight Line

Freehold land is not depreciated. The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.9
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 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.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.10
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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, 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. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) 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 (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, and deposits held at call with banks.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
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, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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.

 

 

 

 

 

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
1.14
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
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 fixed assets.

 

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

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.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 20 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Fair value of investment properties

In determining the fair value of investment property the group uses an open market value basis by reference to market evidence of transaction prices for similar properties, as provided by its appointed independent valuer and the Director. The Director is of the opinion that the investment property is being held at fair value at 31 March 2024.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
10,854,575
-
2024
2023
£
£
Other revenue
Interest income
18,303
-
4
Operating profit/(loss)
2024
2023
£
£
Operating profit/(loss) for the period is stated after charging:
Depreciation of owned tangible fixed assets
20,356
-
Operating lease charges
215,680
47,749
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
3,600
3,600
Audit of the financial statements of the company's subsidiaries
27,600
24,000
31,200
27,600
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 21 -
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors and management
20
3
1
3
Administration
40
-
-
-
Support
409
-
-
-
Total
469
3
1
3

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
7,852,471
105,737
43,907
105,737
Social security costs
692,054
-
-
-
Pension costs
174,295
5,376
1,872
5,376
8,718,820
111,113
45,779
111,113
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
18,303
-
0
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
18,303
-
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
138
-
Other interest on financial liabilities
260,012
-
260,150
-
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 22 -
9
Other gains and losses
2024
2023
£
£
Other gains and losses
Negative goodwill
(93,500)
94,162
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
251,837
-
0
Adjustments in respect of prior periods
(2,161)
-
0
Total current tax
249,676
-
0
Deferred tax
Origination and reversal of timing differences
(136,000)
-
0
Total tax charge
113,676
-
0

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
840,037
(104,559)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
210,009
(26,140)
Tax effect of expenses that are not deductible in determining taxable profit
(84,666)
-
0
Tax effect of income not taxable in determining taxable profit
-
0
(23,540)
Unutilised tax losses carried forward
-
0
49,680
Adjustments in respect of prior years
(2,161)
-
0
Deferred tax adjustments in respect of prior years
(9,506)
-
0
Taxation charge
113,676
-
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 23 -
11
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 29 July 2023 and 31 March 2024
448,974
702,650
69,654
25,490
1,246,768
Depreciation and impairment
At 29 July 2023
132,056
264,550
14,100
9,505
420,211
Depreciation charged in the period
5,238
8,198
2,620
4,300
20,356
At 31 March 2024
137,294
272,748
16,720
13,805
440,567
Carrying amount
At 31 March 2024
311,680
429,902
52,934
11,685
806,201
At 28 July 2023
316,918
438,100
55,554
15,985
826,557
The company had no tangible fixed assets at 31 March 2024 or 28 July 2023.

Freehold land and buildings with a carrying amount of £806,201 (2023: £826,557) have been pledged to secure borrowings of the group. The group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

12
Investment property
Group
Company
2024
2024
£
£
Fair value
At 29 July 2023 and 31 March 2024
3,650,000
-
Additions through external acquisition
48,000
-
At 31 March 2024
3,698,000
-

The fair value of investment property has been arrived at on the basis of a valuation carried out in March 2023 by WT Gunson, professional valuers regulated by RICS, who are not connected with this group. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The director considers this valuation to reflect the fair value as at 31 March 2024.

 

Investment properties with a carrying amount of £3,698,000 (2023: £3,650,000) have been pledged to secure borrowings of the group. The group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 24 -
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
5,729,427
5,635,927
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 29 July 2023
5,635,927
Additions
93,500
At 31 March 2024
5,729,427
Carrying amount
At 31 March 2024
5,729,427
At 28 July 2023
5,635,927
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Mediline Group Services Limited
239 Kensington High Street, Office 103, London, W8 6SN
Ordinary
100.00
-
Mediline Supported Living Limited
239 Kensington High Street, Office 103, London, W8 6SN
Ordinary
-
87.63
Birch Faraday Properties Limited
239 Kensington High Street, Office 103, London, W8 6SN
Ordinary
100.00
-

All of the above named companies have been included in the consolidated financial statements of Birch Faraday Capital Limited.

15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,102,798
1,666,607
-
0
-
0
Amounts owed by group undertakings
-
-
53,344
-
Other debtors
111,476
8,590
1
1
Prepayments and accrued income
107,749
544,906
-
0
-
0
1,322,023
2,220,103
53,345
1
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 25 -
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
40,000
40,000
-
0
-
0
Trade creditors
49,870
91,249
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,923,347
1,882,330
Corporation tax payable
448,665
268,989
-
0
-
0
Other taxation and social security
308,040
221,868
-
-
Other creditors
986,192
5,242,838
874,983
3,552,316
Accruals and deferred income
727,254
642,927
86,943
-
0
2,560,021
6,507,871
2,885,273
5,434,646

Close Brothers Limited provide invoice financing to the group. The amount due in respect of invoice financing was £Nil (2023: £1,482,329). The amounts are secured over a fixed and floating charge over all the property or undertaking of the group.

17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
2,861,669
160,000
2,725,000
-
0
Preference shares
18
850,000
850,000
850,000
850,000
3,711,669
1,010,000
3,575,000
850,000
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
2,901,669
200,000
2,725,000
-
0
Preference shares
850,000
850,000
850,000
850,000
3,751,669
1,050,000
3,575,000
850,000
Payable within one year
40,000
40,000
-
0
-
0
Payable after one year
3,711,669
1,010,000
3,575,000
850,000
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
18
Loans and overdrafts
(Continued)
- 26 -

Bank loans

Close Brothers Limited

The bank loan of £176,669 (2023: £200,000) is secured by a debenture incorporating a fixed and floating charge over all assets of Mediline Supported Living Limited.

 

The bank loan is repayable by monthly instalments over a 5 year period commencing August 2023.

 

Together Commercial Finance Limited

The two bank loans totalling £2,725,000 (2023: £Nil) are secured by a debenture incorporating a fixed and floating charge over all assets of Birch Faraday Capital Limited. The bank loans are also secured by a legal charge over all fixed asset property, investment property and a personal guarantee from a director.

 

The bank loans are interest only and are due for repayment on the 5th anniverary of the first payment in April 2024.

 

Preference shares

The company has in issue 850,000 cumulative irredeemable preference shares of £1 each. The mandatory interest accrues at a rate of 8%,

19
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
1,439
6,660
Retirement benefit obligations
(5,612)
(124)
Investment property
-
125,291
(4,173)
131,827
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Liability at 29 July 2023
131,827
-
Credit to profit or loss
(136,000)
-
Asset at 31 March 2024
(4,173)
-
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 27 -
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
174,295
5,376

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Included within Other Creditors are contributions totalling £51,458 (2023: £43,986) payable to the fund at the period end.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of 1p each
100
100
1
1
22
Financial commitments, guarantees and contingent liabilities

The group has provided a debenture to Peter Cook Limited on behalf of any monies due to this company. The debenture contains a legal mortgage over all properties classified as both fixed assets and investment property. The debenture also contains a fixed and floating charge over all property or undertaking.

 

The amount due to Peter Cook Limited at 31 March 2024 in respect of this guarantee was £600,000 (2023: £3,353,597).

23
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
48,724
57,850
-
-
Between two and five years
28,411
58,430
-
-
77,135
116,280
-
-
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
23
Operating lease commitments
(Continued)
- 28 -
Lessor

The operating leases represent leases to third parties. The leases are negotiated over terms of 21 to 25 years . All leases include a provision for five-yearly upward rent reviews according to prevailing market conditions.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
129,441
129,440
-
-
Between two and five years
517,766
517,765
-
-
In over five years
770,295
857,890
-
-
1,417,502
1,505,095
-
-
24
Directors' transactions

During the period the director provided an unsecured interest free loan to the company of £274,983 (2023: £198,720) which was repayable on demand.

 

A director has provided a personal guarantee in respect of loans due to Together Commercial Finance Limited. The amount due in respect of these loans is £2,725,000 (2023: £Nil).

25
Controlling party

The company was under the control of Mr D Irozuru, director and majority shareholder, throughout the current and previous period.

26
Cash absorbed by group operations
2024
2023
£
£
Profit/(loss) for the period after tax
726,361
(104,559)
Adjustments for:
Taxation charged
113,676
-
0
Finance costs
260,150
-
0
Investment income
(18,303)
-
0
Depreciation and impairment of tangible fixed assets
20,356
-
Other gains and losses
93,500
(94,162)
Movements in working capital:
Decrease in debtors
898,080
-
(Decrease)/increase in creditors
(4,127,526)
198,721
Cash absorbed by operations
(2,033,706)
-
BIRCH FARADAY CAPITAL LIMITED
Birch Faraday Capital Limited
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 29 -
27
Cash absorbed by operations - company
2024
2023
£
£
Loss for the period after tax
(462,424)
(198,721)
Adjustments for:
Finance costs
260,150
-
0
Movements in working capital:
Increase in debtors
(53,344)
-
(Decrease)/increase in creditors
(2,549,373)
198,721
Cash absorbed by operations
(2,804,991)
-
28
Analysis of changes in net debt - group
29 July 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
848,480
214,616
1,063,096
Borrowings excluding overdrafts
(1,050,000)
(2,701,669)
(3,751,669)
(201,520)
(2,487,053)
(2,688,573)
29
Analysis of changes in net debt - company
29 July 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
449,998
(433,641)
16,357
Borrowings excluding overdrafts
(850,000)
(2,725,000)
(3,575,000)
(400,002)
(3,158,641)
(3,558,643)
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