Company registration number 09099295 (England and Wales)
FL 360 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
LB GROUP
The Octagon Suite E2
2nd Floor Middleborough
Colchester
Essex
CO1 1TG
FL 360 LIMITED
COMPANY INFORMATION
Director
Mr G Pulford
Company number
09099295
Registered office
Speed Medical House
16 Eaton Avenue
Matrix Park
Chorley
Lancashire
PR7 7NA
Auditor
LB Group Limited (Colchester)
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
FL 360 LIMITED
CONTENTS
Page
Strategic report
1 - 4
Director's report
5 - 6
Director's responsibilities statement
7
Independent auditor's report
8 - 11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 40
FL 360 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 1 -

The Director presents this Group Strategic Report together with the audited financial statements for the year ended 31 May 2024.

Review of the business

The Consolidated Statement of Comprehensive Income on page 12 shows Group turnover of £116,203,304, an increase of 19% in the year (2023 - £97,640,080). The gross profit in the year ended 31 May 2024 was £44,505,269, (2023 - £34,889,215) with profit before tax of £3,925,047 (2023 - £2,021,598).

 

The significant increase in revenues is attributed to a growth within the existing portfolio of businesses and the further maturing of start-up businesses. The only acquisition in the year was EQL Limited, which contributed £1,888,774 of revenue in the period. The increase is considered to be extremely pleasing given market conditions and the general economic climate during the year.

 

The acquisitions in the past part of a continued strategy to diversify the Group away from historic core markets, including medico-legal evidence and associated medical services in relation to road traffic accidents, where legislative changes have significantly impacted the market size. The Group's acquisition strategy has continued in the new year with the acquisition of 3 businesses, enhancing the range and reach of services offered by the Group.

 

On 1 June 2024 the Group acquired 100% of the issued share capital of Osiris Health Limited. The consideration, inclusive of deal costs was £195,450.

 

Also on 1 June 2024 the Group acquired 75% of the issued share capital of PSP Paediatric & Neuro Rehabilitation Limited. The consideration, inclusive of deal costs was £2,031,134. At the same time the Group entered into a Put & Call option with the vendor to acquire the remaining 25% of the issued share capital. The Put & Call option period is between the date of the signing of the year ended 31 May 2027 statutory accounts and 30 November 2027. The option price is to be calculated as 4 times the EBITDA for the year ended 31 May 2027, plus the increase in surplus cash since the original acquisition date, times 25%.

 

On 1 August 2024 the Group acquired 100% of the issued share capital of Children's Services Network Limited trading as Willis Palmer. The initial acquisition cost, inclusive of deal costs was £761,215. A further payment is payable to the vendor dependent upon the profitability of Children's Services Network Limited in the 10 months ended 31 May 2025, calculated as being five times the annualised EBITDA, less the initial consideration paid.

FL 360 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 2 -
Principal risks and uncertainties

The MedCo system introduced in April 2015 has adversely affected the Group’s ability to compete on the basis of quality of service provision. The legislative changes introduced by the Ministry of Justice in relation to the level of compensation payable where the predominant injury was one of a soft tissue nature also had a material impact upon the size of the market. The Group therefore has to continue to preserve and grow market share by increasing in non-Medco regulated services and by diversifying its range of products and services through both existing businesses and acquisition.

 

The nature of the business sector in which the Group operates means that the level of trade debtors has historically been significantly higher than other business sectors. This continues to be the case. The level of working capital is a continuing risk for the Group. The Group continues to address this risk by closely monitoring and controlling the level of working capital required. Investment in acquisitions and start-up businesses with shorter working capital cycles continues to be a strategy pursued to help reduce the overall working capital cycle and therefore reduce risk.

 

Credit risk

 

The Group's principal financial asset is trade debtors. In order to manage credit risk the Director sets limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history. The Group continues to seek new sources of referrals to diversify its portfolio of customers and hence dilute individual customer credit risk to the business.

 

The credit terms agreed with some customers within the historic core markets of the Group can typically be greater than one year due to the timescales involved in settling the underlying cases which results in a significant level of working capital being absorbed by the business. The proportion of such contracts has reduced during the year as a result of the growth in turnover of historic acquisitions, diversification into new products and markets by the original subsidiary undertakings and start-up businesses. The Group's credit risk is therefore considered to have been significantly reduced over the last few years.

 

Liquidity risk

 

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by invoice financing arrangements.

 

Interest rate and cash flow risk

 

The Group finances its operations through bank borrowings. The Group exposure regarding interest rate fluctuations on its borrowings is managed by the use of fixed rate facilities on fixed asset acquisitions wherever possible to ensure certainty of cash flows. Facilities subject to invoice discounting can be managed by reducing trading activity and significant positive cash flows would result owing to the debtor days cycle supporting these facilities.

Key performance indicators

The day to day key performance indicators of the business are monitored and measured and include the following categories:

 

FL 360 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 3 -
Future developments

The Group continues with its plan of growing its market share and strong sales by continuing to offer excellent levels of service. Acquisitions form a key part of that strategy, allowing the group to strengthen its relationships with large corporate customers by increasing the range and depth of allied services it provides.

 

The change in the legislation in respect of road traffic personal injury claims is considered to be a reduced threat to the Group as it has and continues to diversify away from this type of work both via acquisition and by new services within its existing brands.

 

The Group will continue to win new business from its competitors by providing unrivalled service to its customers through the use of sophisticated information technology systems, good customer service by retaining experienced staff and by offering new services where it can profitably do so.

 

The Group continues its policy of investing in its current portfolio of businesses to facilitate their success. Acquisitions will continue to be made where they can add to the strength and resilience of the Group by enhancing and diversifying the product range and customer base. The Group will continue to invest in its startup businesses where appropriate.

FL 360 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 4 -
Section 172 Statement

The Director is aware of and considers he has acted in accordance with his statutory duties under s172(1) of the Companies Act 2006. In accordance with these duties, the Director has acted in good faith, seeking to promote the long-term success of the Group for the benefit of its shareholders and in order to do so has had regard to their duties in respect of;

 

The Director acknowledges his responsibility to exercise his duty in a way which promotes the success of the company for the benefit of all of its stakeholders. He has evaluated the key stakeholders and how engagement with them has occurred during the year.

 

Our colleagues are key to the delivery of our services and therefore to the long term success of the business. It is imperative that we keep them engaged and motivated. Regular communication with staff takes place at all of the operating units through team meetings and training, as well as developing and enhancing the organisational culture through updates and emails throughout the year.

The Director recognises that securing new customers and maintaining long term client relationships with existing customers is vital to the success of the business. Our teams have communication with customers to ensure we are meeting their requirements. Larger customers are serviced at business unit level by directors and senior managers.

 

The main suppliers to our businesses are medical and other experts in their field either by delivering expert witness or treatment services. Relationships with suppliers are developed through daily business activities. Clinical governance is extremely important to us and we are supported by independent clinical advisory panels at business units where appropriate.

 

It is critical that shareholders and lenders have confidence in the management and operating of the business and its long term strategic objectives. Lenders are kept up to date with the Group's financial performance via regular reports.

 

The Director considers that this has been a normal trading year and there have been no major decisions that impacted on stakeholders where additional engagement was considered necessary.

On behalf of the board

Mr G Pulford
Director
3 February 2025
FL 360 LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 5 -

The director presents his annual report and financial statements for the year ended 31 May 2024.

Principal activities

The principal activity of the Group during the year were the provision of expert witness reports, rehabilitation services, injury case management and credit hire and repair of vehicles.

 

The principal activity of the Company is as a portfolio holding company.

Results and dividends

The results for the year are set out on page 12.

A dividend of £Nil (2023- £Nil) was paid during the year.

Director

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

Mr G Pulford
Going concern

The Group's financial statements have been prepared on a going concern basis which the Director considers to be appropriate for the reasons set out below.

 

In determining whether the Group's financial statements for the year ended 31 May 2024 can be prepared on a going concern basis, the director has considered all factors likely to affect the future development, performance and financial position, including cash flows, liquidity position and borrowing facilities and the risks and uncertainties relating to its various business activities in the current economic climate.

 

The Group utilises short term borrowing, mainly in the form of an invoice discounting facility but complemented by small overdraft facilities at two group companies. At no point during the year ended 31 May 2024 nor, on the basis of budget and cash flow projections for a period covering more than the next 12 months after the date of these accounts, are any of the covenants relating to these facilities expected to be breached.

 

The Director has prepared detailed budgets and cash flows based on the circumstances known at the time of their preparation for a period beyond the next twelve months. The assumptions used have then been flexed so as to stress test the budgets to enable the Director to confirm his belief that the group can remain as a going concern.

Disabled persons

The Group is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. Particular attention is given to the training and promotion of disabled employees to ensure that their career development is not unfairly restricted by their disability, or perceptions of it.

Engagement with employees

During the year, the policy of providing employees with information about the Group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Company's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas.

FL 360 LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 6 -
Engagement with suppliers, customers and others

We rely on suppliers to source and support the products and services we sell. The Directors at each Group trading company are actively involved in discussions with key suppliers to ensure service quality, clinical governance where applicable and value for money.

 

Our customers are key to the continued existence and growth of the business and the Directors at each group business obtain and act promptly upon customer feedback provided through a variety of means.

Qualifying third party indemnity provisions

Directors' and officers' insurance cover has been established for the Director to provide appropriate cover for their reasonable actions on behalf of the Group. The insurance was in force throughout the financial year ended 31 May 2024 and remains in force for all of the current and past Directors of the Group.

Auditor
The auditor, LB Group Advisory Limited (Colchester), is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report

No individual companies within the group are classified as large companies and therefore the group are not required to report on its emissions, energy consumption or energy efficiency activities.

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.

Matters covered in the strategic report

Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the Strategic Report in accordance with S414C(11) as the Director considers them to be of strategic importance to the Group.

On behalf of the board
Mr G Pulford
Director
3 February 2025
FL 360 LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2024
- 7 -

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.

FL 360 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FL 360 LIMITED
- 8 -
Opinion

We have audited the financial statements of FL 360 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 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 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.

FL 360 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FL 360 LIMITED
- 9 -

Opinions on other matters prescribed by the Companies Act 2006

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

 

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the 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.

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

FL 360 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FL 360 LIMITED
- 10 -

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

 

 

 

 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

 

To address the risk of fraud through management bias and override of controls, we:

 

 

 

 

 

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

 

 

 

 

FL 360 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FL 360 LIMITED
- 11 -

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

 

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Shaun Roberts
Senior Statutory Auditor
For and on behalf of LB Group Limited (Colchester)
3 February 2025
Chartered Accountants
Statutory Auditor
The Octagon
Suite E2, 2nd Floor
Middleborough
Colchester
CO1 1TG
FL 360 LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024
- 12 -
2024
2023
Notes
£
£
Turnover
3
116,203,304
97,640,080
Cost of sales
(71,698,035)
(62,750,865)
Gross profit
44,505,269
34,889,215
Administrative expenses
(38,164,671)
(31,766,701)
Other operating income
114,467
109,957
Operating profit
4
6,455,065
3,232,471
Interest receivable and similar income
8
500,088
1,033,520
Interest payable and similar expenses
9
(3,030,106)
(2,244,393)
Profit before taxation
3,925,047
2,021,598
Tax on profit
10
(2,473,795)
(895,116)
Profit for the financial year
1,451,252
1,126,482
Profit for the financial year is attributable to:
- Owners of the parent company
1,561,588
892,471
- Non-controlling interests
(110,336)
234,011
1,451,252
1,126,482
There was no other comprehensive income for 2024 (2023 - £Nil).
FL 360 LIMITED
GROUP BALANCE SHEET
AS AT
31 MAY 2024
31 May 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
15,673,872
16,026,418
Other intangible assets
12
5,006,768
1,245,424
Total intangible assets
20,680,640
17,271,842
Tangible assets
13
3,836,568
3,525,253
24,517,208
20,797,095
Current assets
Stocks
16
1,049,898
1,114,948
Debtors
17
75,884,329
77,837,351
Cash at bank and in hand
4,463,926
2,408,415
81,398,153
81,360,714
Creditors: amounts falling due within one year
18
(63,946,897)
(60,817,246)
Net current assets
17,451,256
20,543,468
Total assets less current liabilities
41,968,464
41,340,563
Creditors: amounts falling due after more than one year
19
(8,999,577)
(8,426,767)
Provisions for liabilities
Deferred tax liability
22
549,634
416,895
(549,634)
(416,895)
Net assets
32,419,253
32,496,901
Capital and reserves
Called up share capital
24
100
100
Other reserves
4,445,353
4,445,353
Profit and loss reserves
26,088,190
24,526,602
Equity attributable to owners of the parent company
30,533,643
28,972,055
Non-controlling interests
1,885,610
3,524,846
32,419,253
32,496,901
The financial statements were approved and signed by the director and authorised for issue on 3 February 2025
03 February 2025
Mr G Pulford
Director
Company registration number 09099295 (England and Wales)
FL 360 LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2024
31 May 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
1,011,231
1,074,068
Investments
14
24,674,918
24,473,919
25,686,149
25,547,987
Current assets
Debtors
17
19,273,577
17,465,584
Cash at bank and in hand
546,816
32,062
19,820,393
17,497,646
Creditors: amounts falling due within one year
18
(44,410,201)
(41,619,314)
Net current liabilities
(24,589,808)
(24,121,668)
Total assets less current liabilities
1,096,341
1,426,319
Creditors: amounts falling due after more than one year
19
(284,153)
(336,023)
Provisions for liabilities
Deferred tax liability
22
40,078
61,004
(40,078)
(61,004)
Net assets
772,110
1,029,292
Capital and reserves
Called up share capital
24
100
100
Profit and loss reserves
772,010
1,029,192
Total equity
772,110
1,029,292

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 £257,182 (2023 - £176,312 profit).

The financial statements were approved and signed by the director and authorised for issue on 3 February 2025
03 February 2025
Mr G Pulford
Director
Company registration number 09099295 (England and Wales)
FL 360 LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 15 -
Share capital
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
£
Balance at 1 June 2022
100
4,445,353
23,634,131
28,079,584
3,290,835
31,370,419
Year ended 31 May 2023:
Profit and total comprehensive income
-
-
892,471
892,471
234,011
1,126,482
Balance at 31 May 2023
100
4,445,353
24,526,602
28,972,055
3,524,846
32,496,901
Year ended 31 May 2024:
Profit and total comprehensive income
-
-
1,561,588
1,561,588
(110,336)
1,451,252
Acquisition of subsidiary
-
-
-
-
(1,528,900)
(1,528,900)
Balance at 31 May 2024
100
4,445,353
26,088,190
30,533,643
1,885,610
32,419,253
FL 360 LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 June 2022
100
852,880
852,980
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
176,312
176,312
Balance at 31 May 2023
100
1,029,192
1,029,292
Year ended 31 May 2024:
Profit and total comprehensive income
-
(257,182)
(257,182)
Balance at 31 May 2024
100
772,010
772,110
FL 360 LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
4,719,115
1,225,345
Income taxes paid
(790,232)
(596,193)
Net cash inflow from operating activities
3,928,883
629,152
Investing activities
Purchase of intangible assets
(1,106,835)
(615,565)
Proceeds from disposal of intangibles
3,321
-
Purchase of tangible fixed assets
(890,480)
(1,010,222)
Proceeds from disposal of tangible fixed assets
155,831
80,067
Purchase of subsidiaries, net of cash acquired
(105,483)
(1,351,042)
Interest received
786
4,073
Net cash used in investing activities
(1,942,860)
(2,892,689)
Financing activities
Repayment of loans
(757,161)
(830,512)
Introduction / (Payment) of finance leases obligations
17,982
(53,043)
Interest paid
(1,799,990)
(1,102,278)
Net cash used in financing activities
(2,539,169)
(1,985,833)
Net decrease in cash and cash equivalents
(553,146)
(4,249,370)
Cash and cash equivalents at beginning of year
(21,143,571)
(16,894,201)
Cash and cash equivalents at end of year
(21,696,717)
(21,143,571)
Relating to:
Cash at bank and in hand
4,463,926
2,408,415
Bank overdrafts included in creditors payable within one year
(26,160,643)
(23,551,986)
FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
- 18 -
1
Accounting policies
Company information

FL 360 Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Speed Medical House, Matrix Park, Chorley, Lancashire, PR7 7NA.

 

The group consists of FL 360 Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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

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 Comprehensive Income in these financial statements.

 

The Company's functional and presentational currency is Pound Sterling. All amounts presented are rounded to the nearest pound.

 

Parent Company reduced disclosure exemptions:

 

In preparing the financial statements of the Parent Company, advantage has been taken of the following disclosure exemptions under FRS 102:

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company FL 360 Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates. All 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.

 

All financial statements are made up to 31 May 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.

 

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 

In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 19 -
1.3
Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report.

 

The credit terms agreed with solicitor customers are predominantly that they must remit monies owed on settled cases within 14 days of receipt and in accordance with Solicitors Regulation Authority, Solicitors Accounts Rules. As such all debt is considered due in less than one year. However, the credit terms agreed with customers upon which they have to pay debt outstanding irrespective of whether the case has settled or not, can typically be greater than one year due to the timescale involved in setting the underlying cases which results in significant levels of working capital being absorbed into the business.

 

The Group's forecasts and projections, taking account of reasonably possible changes in trading performance and cash collection profile together with other means of managing cash outflows, show that the Group should be able to operate within the level of its current loans and facility.

 

The Group's forecasts cover a period of at least 12 months from the date of signing these financial statements and the forecasts do not indicate that the Group will breach the covenants in place for its current facility.

 

After making enquiries, the Director has a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual report and financial statements.

1.4
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover 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

 

Turnover from contracts 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 majority of turnover relates to the provision of medical reports and rehabilitation services predominantly to the legal profession and insurers. Turnover is recognised at the point of delivery of the service with the fair value provision made as appropriate.

 

Turnover derived from the supply of credit hire vehicles is recognised from conclusion of the hire, exclusive of VAT. Vehicles are only supplied and remain on hire after a strict validation process that assesses to the Company's satisfaction that liability for the accident rests with a third party. Turnover is accrued on a daily basis, after adjustments for an estimation of the recovery of those credit hire charges based on historical settlement rates and case characteristics including the size of the claim. This adjustment is made to ensure that turnover is only recognised to the extent that it is highly probably that a significant reversal of turnover will not occur upon settlement of a customer's claim. Turnover recognised is updated on settlement once the amount of fees that will be recovered is known. Turnover derived from the repair of a customer's vehicle is accounted for in the same way as credit hire charges.

 

Turnover is generated in the United Kingdom, all from trade in line with the Group's principal activity.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 20 -
1.5
Research and development expenditure

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 5 year.

 

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.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 - 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software
15 - 20% straight line
Development costs
20% straight line
Trademarks
3 years straight line
1.8
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.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 21 -

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
over the term of the lease
Leasehold land and buildings
over the term of the lease
Leasehold improvements
over the term of the lease
Plant and equipment
25% straight line
Fixtures and fittings
15 - 20% straight line
Computers
33% straight line
Motor vehicles
33% straight line

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

1.9
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

1.10
Impairment of fixed assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

 

Non-financial assets

An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

 

Financial assets

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

 

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

 

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

1.11
Stocks

Stock represents work in progress, which is the cost incurred in respect of cases which have not been completed and invoiced at the reporting date. This cost will include the own labour and overhead costs incurred at the year end but not yet invoiced, in respect of cases ongoing at the reporting date.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 22 -
1.13
Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangement entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities

All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a finance transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 

Debt instruments that are classified as payable or receivable within one year and which meet the above conditions are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.

 

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some significant risks and rewards of ownership, has transferred control of the asset to another party and the other party has the practical ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and without needing to impose additional restrictions on the transfer.

 

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

1.14
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.

1.15
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.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 23 -
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.

1.16
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.

 

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

1.17
Retirement benefits

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

1.18
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 24 -
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.

Fair value provision

Judgement is required on the adequacy of fair value provision held against trade debtors. The Group makes provisions for waivered referrals and expected recoveries using reliable past source data based on the average attrition rate.

3
Turnover

The whole of the turnover is attributable to the Group's principal activity and arose within the United Kingdom.

 

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Depreciation of tangible fixed assets
603,695
456,994
Amortisation of intangible assets, including goodwill
2,977,387
2,385,497
Impairment of intangible assets
16,539
-
0
Other operating lease rentals
1,269,176
1,268,771
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
77,200
100,200
Audit of the financial statements of the company's subsidiaries
53,000
43,000
130,200
143,200
For other services
Taxation compliance services
40,750
33,250
All other non-audit services
35,550
26,000
76,300
59,250
FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 25 -
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Management
60
41
16
16
Administration and direct labour
1,034
869
-
-
Total
1,094
910
16
16

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
29,866,462
25,636,427
1,575,965
1,589,029
Social security costs
2,072,909
1,685,203
197,544
203,410
Pension costs
610,253
588,306
42,746
41,655
32,549,624
27,909,936
1,816,255
1,834,094
7
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
697,726
699,954
Company pension contributions to defined contribution schemes
5,522
5,522
703,248
705,476

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

All director's remuneration relates to the highest paid director.

Key management personnel includes the Director and a number of senior managers across the Group who together have authority and responsibility for planning, directing and controlling the activities of the Group. The total compensation paid to key management personnel for services provided to the Group was £1,315,213 (2023 - £1,306,576).

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 26 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
13,997
3,718
Interest receivable from group companies
486,075
1,029,802
Other interest income
16
-
Total interest revenue
500,088
1,033,520
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,400,693
892,351
Interest payable to group undertakings
-
0
45,420
Other interest on financial liabilities
1,565,421
1,408,711
Interest on finance leases and hire purchase contracts
35,909
6,145
Other interest
28,083
183
Total finance costs
3,030,106
2,244,393
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
2,291,517
844,864
Adjustments in respect of prior periods
49,036
(138)
Total current tax
2,340,553
844,726
Deferred tax
Origination and reversal of timing differences
133,242
50,390
Total tax charge
2,473,795
895,116
FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
10
Taxation
(Continued)
- 27 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
3,925,047
2,021,598
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
981,262
384,104
Tax effect of expenses that are not deductible in determining taxable profit
1,323,602
275,469
Tax effect of income not taxable in determining taxable profit
36,171
-
0
Gains not taxable
(16,455)
-
0
Tax effect of utilisation of tax losses not previously recognised
(166,234)
-
0
Unutilised tax losses carried forward
292,851
-
0
Adjustments in respect of prior years
49,036
-
0
Group relief
(183,594)
-
0
Permanent capital allowances in excess of depreciation
(278,992)
274,673
Deferred tax adjustments
133,242
(39,130)
Other differences leading to an increase in the tax charge
4,180
-
0
NTLR debits not relievable
298,747
-
Marginal relief
(21)
-
Taxation charge
2,473,795
895,116
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Goodwill
12
16,539
-
Recognised in:
Administrative expenses
16,539
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 28 -
12
Intangible fixed assets
Group
Goodwill
Software
Development costs
Trademarks
Total
£
£
£
£
£
Cost
At 1 June 2023
22,210,071
1,810,978
213,504
-
0
24,234,553
Additions - internally developed
-
0
-
0
502,383
-
0
502,383
Additions - separately acquired
-
0
499,329
95,263
9,860
604,452
Additions - business combinations
1,915,372
-
0
3,383,838
-
0
5,299,210
Disposals
-
0
(384,868)
-
0
-
0
(384,868)
Transfers
-
0
25,648
-
0
-
0
25,648
At 31 May 2024
24,125,443
1,951,087
4,194,988
9,860
30,281,378
Amortisation and impairment
At 1 June 2023
6,183,653
746,404
32,654
-
0
6,962,711
Amortisation charged for the year
2,251,379
332,810
391,348
1,850
2,977,387
Impairment losses
16,539
-
0
-
0
-
0
16,539
Disposals
-
0
(381,547)
-
0
-
0
(381,547)
Transfers
-
0
25,648
-
0
-
0
25,648
At 31 May 2024
8,451,571
723,315
424,002
1,850
9,600,738
Carrying amount
At 31 May 2024
15,673,872
1,227,772
3,770,986
8,010
20,680,640
At 31 May 2023
16,026,418
1,064,574
180,850
-
0
17,271,842
Company
Software
£
Cost
At 1 June 2023
-
0
Transfers
25,648
At 31 May 2024
25,648
Amortisation and impairment
At 1 June 2023
-
0
Transfers
25,648
At 31 May 2024
25,648
Carrying amount
At 31 May 2024
-
0
At 31 May 2023
-
0

More information on impairment movements in the year is given in note 11.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 29 -
13
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 June 2023
852,775
1,356,731
95,212
892,018
914,524
373,308
685,953
5,170,521
Additions
-
0
-
0
-
0
261,861
202,920
90,809
511,774
1,067,364
Business combinations
-
0
-
0
-
0
416
14,651
3,254
-
0
18,321
Disposals
-
0
-
0
-
0
(496,518)
(362,165)
(4,129)
(222,470)
(1,085,282)
Transfers
-
0
-
0
-
0
-
0
-
0
(25,648)
-
0
(25,648)
At 31 May 2024
852,775
1,356,731
95,212
657,777
769,930
437,594
975,257
5,145,276
Depreciation and impairment
At 1 June 2023
33,829
224,621
85,675
430,310
535,782
212,087
122,964
1,645,268
Depreciation charged in the year
-
0
13,842
6,424
127,710
178,354
74,094
203,271
603,695
Eliminated in respect of disposals
-
0
-
0
-
0
(496,518)
(350,916)
(4,129)
(63,044)
(914,607)
Transfers
-
0
-
0
-
0
-
0
-
0
(25,648)
-
0
(25,648)
At 31 May 2024
33,829
238,463
92,099
61,502
363,220
256,404
263,191
1,308,708
Carrying amount
At 31 May 2024
818,946
1,118,268
3,113
596,275
406,710
181,190
712,066
3,836,568
At 31 May 2023
818,946
1,132,110
9,537
461,708
378,742
161,221
562,989
3,525,253
FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 30 -
Company
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 June 2023
852,775
47,038
1,860
28,649
280,619
1,210,941
Additions
-
0
1,010
-
0
2,397
-
0
3,407
Transfers
-
0
-
0
-
0
(25,648)
-
0
(25,648)
At 31 May 2024
852,775
48,048
1,860
5,398
280,619
1,188,700
Depreciation and impairment
At 1 June 2023
33,829
17,708
1,860
28,028
55,448
136,873
Depreciation charged in the year
-
0
11,907
-
0
673
53,664
66,244
Transfers
-
0
-
0
-
0
(25,648)
-
0
(25,648)
At 31 May 2024
33,829
29,615
1,860
3,053
109,112
177,469
Carrying amount
At 31 May 2024
818,946
18,433
-
0
2,345
171,507
1,011,231
At 31 May 2023
818,946
29,330
-
0
621
225,171
1,074,068

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
2024
2023
£
£
Plant and equipment
63,198
77,694
Motor vehicles
432,121
290,890
495,319
368,584
FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 31 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
24,674,918
24,473,919
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 1 June 2023
24,473,919
Additions
200,999
At 31 May 2024
24,674,918
Carrying amount
At 31 May 2024
24,674,918
At 31 May 2023
24,473,919
15
Subsidiaries

All of the below subsidiaries are included in the consolidation.

 

The registered office of IPRS (Scotland) Ltd is First Floor Grampian Police Health & Welfare Ut, 200 Ashgrove Road West, Aberdeen, AB16 5NY.

 

The registered office of all other subsidiary undertakings is Speed Medical House, Matrix Park, Chorley, Lancashire, PR7 7NA.

 

The parent undertaking has given a guarantee to The Treatment Network Limited, The Treatment Network (Holdings) Limited, The Treatment Network Group Limited, Foresight Clinical Services Limited, Advanced Child Care Assessments Limited, Jan Harrison Limited, Handl Communications Limited, Claimspace Limited, TG Expert Witness and Associates Limited, Reach Personal Injury Management Services Limited, Mind Right Limited, Corpore Limited, IPRS Group Limited, IPRS Aeromed Limited, IPRS Mediquipe Limited, IPRS Health Limited, Personal Functional Assessment Services Limited, Robertson Cooper Limited, We’ve Got The Key Limited and EQL Limited under s479A and as such these subsidiary undertakings are exempt from an audit.

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

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
15
Subsidiaries
(Continued)
- 32 -
Name of undertaking
Nature of business
Class of
% Held
shares held
Direct
Indirect
Speed Medical Examination Services Limited
Medical Reports
A Ordinary and B Ordinary
87.50
-
Speed Rehab Limited
Dormant
A Ordinary and B Ordinary
87.50
-
The Treatment Network Group Limited
Intermediary holding company
A Ordinary, B Ordinary, C Ordinary and E Ordinary
100.00
-
Medical-Legal Appointments Limited
Medical Reports
Ordinary
100.00
-
Foresight Clinical Services Limited
Expert witness services
Ordinary
100.00
-
Jan Harrison Limited
Case management and expert witness services
Ordinary
100.00
-
Abetteryu Limited
Personal wellbeing services
A Ordinary and B Ordinary
100.00
-
Claimspace Limited
Litigation mediation
Ordinary
100.00
-
Advanced Child Care Assessments Limited
Expert witness services
Ordinary
100.00
-
Handl Communications Limited
Marketing services
Ordinary
100.00
-
TG Expert Witness and Associates Limited
Provision of independent expert evidence services
Ordinary
100.00
-
Reach Personal Injury Management Services Limited
Provision of assessment and rehabilitation services
Ordinary
100.00
-
Mind Right Limited
Provision of specialist psychological services
Ordinary
100.00
-
Cogent Hire Limited
Provision of repair services and replacement vehicles
Ordinary
100.00
-
EQL Health Limited
Dormant
Ordinary
100.00
-
IPRS Group Limited
Non-trading investment company
A Ordinary and B Ordinary
90.00
-
Robertson Cooper Limited
Provision of health and wellbeing services
Ordinary
100.00
-
Autoresolutions Limited
Dormant
Ordinary
100.00
-
We've Got The Key Limited
Auto locksmith services
Ordinary
55.00
-
D A C H Limited
Holding company
Ordinary
87.50
-
Corpore Limited
Provision of injury rehabilitation services
Ordinary
0
100.00
@Physio (UK) Limited
Dormant
Ordinary
0
100.00
IPRS Health Limited
Provision of prevention and rehabilitation services
Ordinary
0
90.00
Personal Functional Assessment Services Limited
Provision of clinical assessment services
Ordinary
0
90.00
IPRS Mediquipe Limited
Sale of physiotherapy and rehabilitation equipment and engineering support
Ordinary
0
90.00
IPRS Limited
Dormant
Ordinary
0
90.00
IPRS (Scotland) Limited
Dormant
Ordinary
0
90.00
IPRS Medical Transport of Services Limited
Dormant
Ordinary
0
90.00
IPRS Aeromed Limited
Provision of medical escort and support services
Ordinary
0
90.00
FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
15
Subsidiaries
Name of undertaking
Nature of business
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 33 -
The Treatment Network (Holdings) Limited
Internediary holding company
A Ordinary, B Ordinary, C Ordinary & D Ordinary
0
100.00
The Treatment Network Limited
Provision of injury rehabilitation services and occupational health
Ordinary
0
100.00
EQL Limited
Software Development
A Ordinary
52.86
-
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Work in progress
1,049,898
1,114,948
-
-
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
57,086,760
52,679,944
5,333
19,079
Unpaid share capital
486
418
100
100
Corporation tax recoverable
21,370
500,187
-
0
189,261
Amounts owed by group undertakings
-
-
16,176,166
7,074,811
Other debtors
12,994,873
19,014,004
3,033,775
10,165,571
Prepayments and accrued income
5,778,121
5,639,576
58,203
16,762
75,881,610
77,834,129
19,273,577
17,465,584
Deferred tax asset (note 22)
2,719
3,222
-
0
-
0
75,884,329
77,837,351
19,273,577
17,465,584

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

 

Included within group other debtors are amounts owed by related parties of £9,294,288 (2023 - £18,204,191).

 

The impairment loss recognised in the Group profit or loss for the year in respect of bad and doubtful trade debtors was £534,455 (2023 - £76,693).

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 34 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
26,314,560
23,704,649
27,250
26,000
Obligations under finance leases
21
122,214
80,816
23,525
23,525
Trade creditors
20,007,424
18,573,610
103,076
44,702
Amounts owed to group undertakings
-
0
-
0
43,506,919
40,033,750
Corporation tax payable
2,474,488
1,402,983
-
0
-
0
Other taxation and social security
2,042,902
2,012,282
42,299
40,987
Deferred income
477,577
73,140
-
0
-
0
Other creditors
1,129,700
2,302,110
355,690
1,101,176
Accruals and deferred income
11,378,032
12,667,656
351,442
349,174
63,946,897
60,817,246
44,410,201
41,619,314
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
363,153
521,568
217,499
245,843
Obligations under finance leases
21
382,399
228,932
66,654
90,180
Other borrowings
20
8,254,025
7,676,267
-
0
-
0
8,999,577
8,426,767
284,153
336,023
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
517,070
674,231
244,749
271,843
Bank overdrafts
26,160,643
23,551,986
-
0
-
0
Loans from related parties
8,254,025
7,676,267
-
0
-
0
34,931,738
31,902,484
244,749
271,843
Payable within one year
26,314,560
23,704,649
27,250
26,000
Payable after one year
8,617,178
8,197,835
217,499
245,843
FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
20
Loans and overdrafts
(Continued)
- 35 -

The bank overdraft is secured by a debenture giving fixed or floating charges on all the assets of Speed Medical Examination Services Limited and Medical Legal Appointments Limited, dated 3rd August 2018, This is further referred to in note 27.

 

There is a charge in favour of Svenska Handelsbanken AB against a freehold property owned by FL 360 Limited dated 1 November 2016.

 

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

21
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
122,214
80,816
23,525
23,525
In two to five years
382,399
228,932
66,654
90,180
504,613
309,748
90,179
113,705

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery.

22
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
410,460
435,607
1,249
1,973
Short term timing differences
139,174
(18,712)
1,470
1,249
549,634
416,895
2,719
3,222
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Accelerated capital allowances
41,099
61,889
-
-
Short term timing differences
(1,021)
(885)
-
-
40,078
61,004
-
-
FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
22
Deferred taxation
(Continued)
- 36 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 June 2023
413,673
61,004
Charge/(credit) to profit or loss
133,242
(20,926)
Liability at 31 May 2024
546,915
40,078
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
480,643
350,362

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.

24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
C Ordinary shares of 0.1p each
50,000
50,000
50
50
D Ordinary shares of 0.1p each
50,000
50,000
50
50
100,000
100,000
100
100

‘C’ and ‘D’ ordinary shares of 0.1p each carry equal voting rights.

The holder of C shares is the ultimate controlling party, Dr Rajnish Luthra.

The holder of D shares is a company incorporated in the United Kingdom, NNN Investments Limited. The ultimate controlling party of NNN Investments Limited is Dr Rajnish Luthra.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 37 -
25
Reserves

The Group and Company capital and reserves are as follows:

 

Called up share capital

 

Called up share capital represents the nominal value of the shares issued.

 

Merger Reserve

 

The merger reverse represents the difference between the cost of investment and the nominal value of the ordinary shares issued during the Group re-organisation.

 

Profit and loss account

 

The profit and loss account represents cumulative profits and losses, net of any dividends and other adjustments.

26
Acquisition of a business

On 1 June 2023 the group acquired 52.86 percent of the issued capital of EQL Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
3,383,838
-
3,383,838
Property, plant & equipment
18,322
-
18,322
Inventories
2,403
-
2,403
Trade and other receivables
710,201
-
710,201
Cash and cash equivalents
3,804
-
3,804
Trade and other payables
(7,361,885)
-
(7,361,885)
Total identifiable net assets
(3,243,317)
-
(3,243,317)
Non-controlling interests
1,528,900
Goodwill
1,714,417
Total consideration
-
The consideration was satisfied by:
£
The shares were transferred at nil cost
-
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,888,774
Loss after tax
(1,130,863)
FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 38 -
27
Financial commitments, guarantees and contingent liabilities

An unlimited cross guarantee exists between Medical-Legal Appointments Limited, Speed Medical Examination Services Limited and FL 360 Limited as part of the invoice financing arrangement. The contingent liability at the statement of Financial Position date was £24,505,068 (2023 - £20,561,260). Advanced Child Care Assessments Limited, Corpore Limited, IPRS Aeromed Limited, IPRS Health Limited, Jan Harrison Limited, Personal Functional Assessment Services Limited, Reach Personal Injury Services Limited, TG Expert Witness and Associates Limited, Foresight Clinical Services Limited and Cogent Hire Limited are also party to this arrangement.

28
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
1,026,776
818,471
44,874
37,162
Between two and five years
1,379,004
955,316
30,988
40,069
In over five years
402,073
568,448
-
-
2,807,853
2,342,235
75,862
77,231
29
Events after the reporting date

On 1 June 2024 the Group acquired 100% of the issued share capital of Osiris Health Limited.  The consideration, inclusive of deal costs was £195,450.

 

Also on 1 June 2024 the Group acquired 75% of the issued share capital of PSP Paediatric & Neuro Rehabilitation Limited.  The consideration, inclusive of deal costs was £2,031,134.  At the same time the Group entered into a Put & Call option with the vendor to acquire the remining 25% of the issued share capital.  The Put & Call option period is between the date of the signing of the year ended 31 May 2027 statutory accounts and 30 November 2027.  The option price is to be calculated as 4 times the EBITDA for the year ended 31 May 2027, plus the increase in surplus cash since the original acquisition date, times 25%.

 

On 1 August 2024 the group acquired 100% of the issued share capital of Children's Services Network Limited trading as Willis Palmer.  The initial acquisition cost, inclusive of deal costs, was £761,215.  A further payment is payable to the vendor dependent upon the profitability of Children's Services Network Limited in the 10 months ended 31 May 2025, calculated as being five times the annualised EBITDA, less the initial consideration paid.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 39 -
30
Related party transactions

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Amounts owed to shareholder
7,765,139
7,187,381

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Amounts owed by related parties
10,948,646
17,526,419
Other information

Balances of £683,980 included within amounts owed by related parties are charged interest at a rate of the Bank of England base rate plus 2%.

Balances of £1,158,511 included within amounts owed by related parties are charged interest at a rate of the Bank of England base rate plus 4%.

Balances of £6,425,136 included within amounts owed by related parties are charged interest at a rate of 2%.

Balances of £29,928 included within amounts owed by related parties are charged interest at a rate of the Bank of England base rate plus 2%.

Balances of £7,765,139 included within amounts owed to shareholder are charged interest at a rate of 15% per annum.

All other balances are interest free.

All amounts are repayable on demand.

31
Controlling party

The ultimate controlling party throughout the current and previous year was Dr Rajnish Luthra.

FL 360 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 40 -
32
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
1,451,252
1,126,482
Adjustments for:
Taxation charged
2,473,795
895,116
Finance costs
3,030,106
2,244,393
Investment income
(500,088)
(1,033,520)
Loss on disposal of tangible fixed assets
14,844
12,304
Amortisation and impairment of intangible assets
2,993,926
2,385,497
Depreciation and impairment of tangible fixed assets
603,695
456,994
Movements in working capital:
Decrease/(increase) in stocks
67,453
(342,924)
Decrease/(increase) in debtors
3,344,948
(8,335,629)
(Decrease)/increase in creditors
(9,165,253)
4,011,618
Increase/(decrease) in deferred income
404,437
(194,986)
Cash generated from operations
4,719,115
1,225,345
33
Analysis of changes in net debt - group
1 June 2023
Cash flows
New finance leases
Market value movements
31 May 2024
£
£
£
£
£
Cash at bank and in hand
2,408,415
2,055,511
-
-
4,463,926
Bank overdrafts
(23,551,986)
(2,608,657)
-
-
(26,160,643)
(21,143,571)
(553,146)
-
-
(21,696,717)
Borrowings excluding overdrafts
(8,350,498)
(1,501,582)
-
1,080,985
(8,771,095)
Obligations under finance leases
(309,748)
(17,982)
(176,883)
-
(504,613)
(29,803,817)
(2,072,710)
(176,883)
1,080,985
(30,972,425)
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