Company registration number 14984875 (England and Wales)
JAO INVESTMENTS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
JAO INVESTMENTS LTD
COMPANY INFORMATION
Directors
Mr J Swabey
Mr O L Bradbeer-Dubery
Mr A L Siavoshian
Company number
14984875
Registered office
Amelia House
Crescent Road
Worthing
West Sussex
BN11 1QR
Auditor
Sumer Audit
Amelia House
Crescent Road
Worthing
West Sussex
BN11 1RL
JAO INVESTMENTS LTD
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10 - 11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 29
JAO INVESTMENTS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -
The directors present the strategic report for the year ended 30 June 2024.
Review of the business
The company incorporated on 6 July 2023. In July 2023 it acquired a 7% Stake in JASO Holdings Limited when it acquired 603 B Ordinary Shares. In October the group was restructured, with the company becoming the new ultimate parent of the JASO Holdings Limited group, preparing consolidated accounts in the current and prior period on a merger accounting basis.
As directors we aim to present a balanced and comprehensive review of the development and performance of the business during the period and its position at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties the group faces.
JAO Investments Ltd and it's subsidiaries continue to provide professional freight logistics in the fine art market. We consider that the group’s key performance indicators are those that communicate the financial performance and strength of the group as a whole, these being revenue, gross profit margin and the net profit margin.
The period ended 30 June 2024 has been a positive year with the group continuing to grow and adding to its assets.
Financial key performance indicators
As referred to above, the group’s senior management team use the following key performance indicators
2024 2023*
Revenue £20,311,362 £15,892,311
Gross profit margin 73.5% 70.6%
Net profit margin 9.7% 24.5%
* 2023 is not fully comparable to the current year, as the previous group parent acquired the group 4 months into the year ended 30 June 2023.
Principal risks and uncertainties
Credit risk
The group trades with only recognised, creditworthy third parties. It is the group’s policy that all customers who wish to trade on credit terms are subject to vetting procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the group’s exposure to bad debts is not significant.
Currency risk
The group is exposed to adverse changes to foreign exchange rates particularly US dollars and Euros. Management monitor exchange rates regularly and respond accordingly in order to minimise our risk and exposure to foreign exchange rate variances.
Development and performance
The period to 30 June 2024 has been a good year and we plan to continue to develop our relationships with our new clients and expand on this where we can. We will also continue to invest in our staff to build skills that can be used to progress our plans.
Mr O L Bradbeer-Dubery
Director
6 February 2025
JAO INVESTMENTS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
The directors present their annual report and financial statements for the year ended 30 June 2024.
Principal activities
The principal activity of the company is that of a holding company. The principal activities of the group continues to be that of providing professional freight logistics in the fine art market.
Results and dividends
The results for the year are set out on page 7.
Ordinary dividends were paid amounting to £648,229. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr J Swabey
Mr O L Bradbeer-Dubery
Mr A L Siavoshian
Financial instruments
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments.
Auditor
Sumer Audit were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr O L Bradbeer-Dubery
Director
6 February 2025
JAO INVESTMENTS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
JAO INVESTMENTS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF JAO INVESTMENTS LTD
- 4 -
Opinion
We have audited the financial statements of JAO Investments Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 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:
give a true and fair view of the state of the group's and the parent company's affairs as at 30 June 2024 and of the group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
JAO INVESTMENTS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JAO INVESTMENTS LTD
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
Obtaining an understanding of the legal and regulatory framework that the group operates in, focusing on those laws and regulations that had a direct effect on the financial statements and operations;
Obtaining an understanding of the group’s policies and procedures on fraud risks, including knowledge of any actual, suspected or alleged fraud; and
Discussing among the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud through our knowledge and understanding of the group and company and our sector-specific experience.
As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: health & safety, employment law and compliance with the UK Companies Act.
In addition to the above, our procedures to respond to risks identified included the following:
Making enquiries of management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to depreciation; and
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.
JAO INVESTMENTS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JAO INVESTMENTS LTD
- 6 -
Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.
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.
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.
Christopher Reeves ACA FCCA (Senior Statutory Auditor)
For and on behalf of Sumer Audit
6 February 2025
Chartered Accountants
Statutory Auditor
Worthing
Sumer Audit is the trading name of Sumer Auditco Limited
JAO INVESTMENTS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
2024
2023
Notes
£
£
Turnover
3
20,311,362
15,892,311
Cost of sales
(5,385,496)
(4,680,089)
Gross profit
14,925,866
11,212,222
Distribution costs
(736,460)
(492,874)
Administrative expenses
(10,948,033)
(8,041,731)
Operating profit
4
3,241,373
2,677,617
Share of profits of associates
-
2,139,688
Interest receivable and similar income
61,223
11,109
Interest payable and similar expenses
8
(494,643)
(327,610)
Gains on disposal of financial assets
65,230
-
Profit before taxation
2,873,183
4,500,804
Tax on profit
9
(909,431)
(603,183)
Profit for the financial year
23
1,963,752
3,897,621
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
1,237
(42,379)
Total comprehensive income for the year
1,964,989
3,855,242
Profit for the financial year is attributable to:
- Owners of the parent company
1,252,056
2,549,712
- Non-controlling interests
711,696
1,347,909
1,963,752
3,897,621
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,252,845
2,520,047
- Non-controlling interests
712,144
1,335,195
1,964,989
3,855,242
JAO INVESTMENTS LTD
GROUP BALANCE SHEET
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
6,946,008
7,547,026
Tangible assets
12
299,623
330,386
Investments
13
49,855
9,201
7,295,486
7,886,613
Current assets
Debtors
15
3,977,954
3,800,056
Cash at bank and in hand
3,258,847
3,647,807
7,236,801
7,447,863
Creditors: amounts falling due within one year
16
(5,213,732)
(4,994,835)
Net current assets
2,023,069
2,453,028
Total assets less current liabilities
9,318,555
10,339,641
Creditors: amounts falling due after more than one year
17
(3,631,657)
(5,054,853)
Net assets
5,686,898
5,284,788
Capital and reserves
Called up share capital
22
73
73
Share premium account
23
4,588,739
4,788,739
Other reserves
23
(4,817,602)
(4,818,391)
Profit and loss reserves
23
2,570,926
1,766,439
Equity attributable to owners of the parent company
2,342,136
1,736,860
Non-controlling interests
3,344,762
3,547,928
5,686,898
5,284,788
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 6 February 2025 and are signed on its behalf by:
06 February 2025
Mr O L Bradbeer-Dubery
Director
Company registration number 14984875 (England and Wales)
JAO INVESTMENTS LTD
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
5,418,402
Current assets
Debtors
15
30,000
Creditors: amounts falling due within one year
16
(779,969)
-
Net current liabilities
(749,969)
-
Net assets
4,668,433
-
Capital and reserves
Called up share capital
22
73
Share premium account
23
4,588,739
Profit and loss reserves
23
79,621
-
Total equity
4,668,433
-
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £527,850 (2023 - £0 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 6 February 2025 and are signed on its behalf by:
06 February 2025
Mr O L Bradbeer-Dubery
Director
Company registration number 14984875 (England and Wales)
JAO INVESTMENTS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
Share capital
Share premium account
Foreign exchange reserve
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 July 2022
-
-
-
-
-
Year ended 30 June 2023:
Profit for the year
-
-
-
-
2,549,712
2,549,712
1,347,909
3,897,621
Other comprehensive income:
Currency translation differences
-
-
(42,379)
-
-
(42,379)
-
(42,379)
Amounts attributable to non-controlling interests
-
-
12,714
-
-
12,714
(12,714)
-
Total comprehensive income
-
-
(29,665)
-
2,549,712
2,520,047
1,335,195
3,855,242
Issue of share capital
22
73
4,788,739
-
-
-
4,788,812
-
4,788,812
Dividends
10
-
-
-
-
(783,273)
(783,273)
(123,452)
(906,725)
Merger accounting adjustments
-
-
-
(4,788,726)
-
(4,788,726)
2,336,185
(2,452,541)
Balance at 30 June 2023
73
4,788,739
(29,665)
(4,788,726)
1,766,439
1,736,860
3,547,928
5,284,788
JAO INVESTMENTS LTD
GROUP STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Share capital
Share premium account
Foreign exchange reserve
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
- 11 -
Year ended 30 June 2024:
Profit for the year
-
-
-
-
1,252,056
1,252,056
711,696
1,963,752
Other comprehensive income:
Currency translation differences
-
-
1,237
-
-
1,237
-
1,237
Amounts attributable to non-controlling interests
-
-
(448)
-
-
(448)
448
-
Total comprehensive income
-
-
789
-
1,252,056
1,252,845
712,144
1,964,989
Dividends
10
-
-
-
-
(647,569)
(647,569)
(545,710)
(1,193,279)
Net movement in non-controlling interest following parent acquisition and disposal of interest
-
-
-
-
-
-
(369,600)
(369,600)
Reduction of share premium
-
(200,000)
-
-
200,000
-
-
-
Balance at 30 June 2024
73
4,588,739
(28,876)
(4,788,726)
2,570,926
2,342,136
3,344,762
5,686,898
JAO INVESTMENTS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2022
-
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
-
Balance at 30 June 2023
-
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
527,850
527,850
Issue of share capital
22
73
4,788,739
-
4,788,812
Dividends
10
-
-
(648,229)
(648,229)
Reduction of share premium
-
(200,000)
200,000
-
Balance at 30 June 2024
73
4,588,739
79,621
4,668,433
JAO INVESTMENTS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
4,295,901
10,727,626
Interest paid
(494,643)
(327,610)
Income taxes paid
(869,869)
(467,173)
Net cash inflow from operating activities
2,931,389
9,932,843
Investing activities
Purchase of tangible fixed assets
(31,009)
(110,631)
Proceeds from disposal of tangible fixed assets
967
-
Purchase of subsidiaries, net of cash acquired
(750,000)
(9,251,922)
Purchase of investments
(40,654)
-
Repayment of loans
21,811
-
Interest received
61,223
11,109
Net cash used in investing activities
(737,662)
(9,351,444)
Financing activities
Proceeds from new bank loans
-
5,000,158
Repayment of bank loans
(1,312,196)
(927,691)
Payment of finance leases obligations
(78,449)
(56,955)
Dividends paid to equity shareholders
(647,569)
(783,273)
Dividends paid to non-controlling interests
(545,710)
(123,452)
Net cash (used in)/generated from financing activities
(2,583,924)
3,108,787
Net (decrease)/increase in cash and cash equivalents
(390,197)
3,690,186
Cash and cash equivalents at beginning of year
3,647,807
Effect of foreign exchange rates
1,237
(42,379)
Cash and cash equivalents at end of year
3,258,847
3,647,807
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
1
Accounting policies
Company information
JAO Investments Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Amelia House, Crescent Road, Worthing, West Sussex, BN11 1QR.
The group consists of JAO Investments Ltd 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 £1.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
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.
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation
On 20 October 2023 a share for share exchange occurred with JAO Investments Ltd acquiring an additional 85% of the issued share capital of Jaso Holdings Ltd. JAO originally had a 7% investment, and then disposed of 2% during the year, resulting in an investment of 90% of the issued share capital of Jaso Holdings Ltd. This transaction has been recorded under the 'merger accounting method' and these financial statements therefore present the full trading results of the group of companies for the year ended 30 June 2024 and for the comparative year, as if the group was always in existence.
The consolidated group financial statements consist of the financial statements of the parent company JAO Investments Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 June 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.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the group's principal risks and uncertainties, the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
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 10 years.
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.
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
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:
Plant and equipment
33% straight line
Fixtures and fittings
33% straight line
Motor vehicles
25% 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.
1.8
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
Other investments consist of jewellery and artwork measured at fair value through group statement of comprehensive income.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.9
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
1.10
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.
1.11
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.
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
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, and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
1.12
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.
1.13
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.
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.
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
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.
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
1.17
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible fixed assets and depreciation
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the useful lives of each asset, factors such as technological innovation, product life cycle and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of services
20,311,362
15,892,311
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
13,537,266
10,299,861
Europe
1,398,936
1,094,996
Rest of World
5,375,160
4,497,454
20,311,362
15,892,311
2024
2023
£
£
Other revenue
Interest income
61,223
11,109
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(102,515)
(133,652)
Depreciation of owned tangible fixed assets
70,802
106,364
Depreciation of tangible fixed assets held under finance leases
79,075
76,124
Profit on disposal of tangible fixed assets
(20,294)
-
Amortisation of intangible assets
846,650
585,416
Operating lease charges
2,083,127
1,397,235
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
2,000
2,000
Audit of the financial statements of the company's subsidiaries
23,500
23,000
25,500
25,000
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
Directors
3
3
3
-
Administration
105
114
-
-
Total
108
117
3
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
4,257,486
3,355,101
Social security costs
427,349
272,652
-
-
Pension costs
108,270
161,972
4,793,105
3,789,725
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
90,506
140,960
Company pension contributions to defined contribution schemes
4,378
32,840
94,884
173,800
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3.
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
473,607
287,268
Interest on finance leases and hire purchase contracts
17,058
16,401
Other interest
3,978
23,941
Total finance costs
494,643
327,610
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
941,718
652,461
Adjustments in respect of prior periods
2,408
722
Total UK current tax
944,126
653,183
Foreign current tax on profits for the current period
(49,895)
Total current tax
894,231
653,183
Deferred tax
Origination and reversal of timing differences
15,200
(50,000)
Total tax charge
909,431
603,183
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
9
Taxation
(Continued)
- 21 -
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
2,873,183
4,500,804
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
718,296
922,480
Tax effect of expenses that are not deductible in determining taxable profit
7,079
8,322
Unutilised tax losses carried forward
7
Change in unrecognised deferred tax assets
326
Adjustments in respect of prior years
2,408
722
Permanent capital allowances in excess of depreciation
11,482
(4,176)
Amortisation on assets not qualifying for tax allowances
211,663
110,488
Other permanent differences
(44,743)
Deferred tax adjustments in respect of prior years
804
Rounding
(2,705)
2,744
Effects of different tax rates within the group
5,951
14
Share of associates profits
(438,548)
Taxation charge
909,431
603,183
In 2021 an increase in the corporation tax rate to 25% with effect from 1 April 2023 was substantively enacted. The 20.5% rate used above reflects 2 months of this new rate and 10 months of the previous rate of 19%.
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
648,229
783,273
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 July 2023
8,132,442
Additions
380,400
Disposals
(208,065)
At 30 June 2024
8,304,777
Amortisation and impairment
At 1 July 2023
585,416
Amortisation charged for the year
846,650
Disposals
(73,297)
At 30 June 2024
1,358,769
Carrying amount
At 30 June 2024
6,946,008
At 30 June 2023
7,547,026
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.
12
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 July 2023
10,306
234,099
268,469
512,874
Additions
960
22,410
76,417
99,787
Disposals
(817)
(36,089)
(36,906)
At 30 June 2024
11,266
255,692
308,797
575,755
Depreciation and impairment
At 1 July 2023
5,464
46,335
130,689
182,488
Depreciation charged in the year
4,235
88,571
57,071
149,877
Eliminated in respect of disposals
(6,056)
(50,177)
(56,233)
At 30 June 2024
9,699
128,850
137,583
276,132
Carrying amount
At 30 June 2024
1,567
126,842
171,214
299,623
At 30 June 2023
4,842
187,764
137,780
330,386
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
12
Tangible fixed assets
(Continued)
- 23 -
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2024
2023
2024
2023
£
£
£
£
Fixtures and fittings
33,003
55,008
Motor vehicles
157,126
137,780
190,129
192,788
-
-
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
5,418,402
Other investments
49,855
9,201
49,855
9,201
5,418,402
Movements in fixed asset investments
Group
Other
£
Cost or valuation
At 1 July 2023
9,201
Additions
40,654
At 30 June 2024
49,855
Carrying amount
At 30 June 2024
49,855
At 30 June 2023
9,201
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
13
Fixed asset investments
(Continued)
- 24 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2023
-
Additions
4,788,812
Valuation changes
750,000
Disposals
(120,410)
At 30 June 2024
5,418,402
Carrying amount
At 30 June 2024
5,418,402
At 30 June 2023
-
14
Subsidiaries
Details of the company's subsidiaries at 30 June 2024 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
JASO Holdings Limited
1)
Ordinary
90.00
-
Williams and Hill Group Ltd
2)
Ordinary
-
63.00
Williams and Hill Forwarding Limited
2)
Ordinary
-
63.00
Williams and Hill Storage & Distribution Limited
2)
Ordinary
-
63.00
Williams and Hill USA Limited
3)
Ordinary
-
63.00
Registered office addresses (all UK unless otherwise indicated):
1)
c/o Jupps Limited, 3 West Buildings, Worthing, West Sussex, BN11 3BS
2)
Unit 9 Space Waye, Feltham, Middlesex, TW14 OTH
3)
47-14 32nd Place, Long Island City, NY 11101, USA
All the above subsidiaries are included in the consolidated accounts. Williams and Hill USA Limited's accounts are unaudited.
Casemaker (Heathrow) Limited went into administration on the 28 June 2024. The group accounts reflect the disposal of the company, and the impact of this is results of the group is nil, as the company was non-trading during the year.
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 25 -
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,504,017
2,367,076
Other debtors
312,591
359,527
30,000
Prepayments and accrued income
1,126,546
1,023,453
3,943,154
3,750,056
30,000
-
Deferred tax asset (note 20)
34,800
50,000
3,977,954
3,800,056
30,000
-
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
1,300,000
1,300,000
Obligations under finance leases
19
65,868
72,726
Trade creditors
1,581,231
1,552,442
Corporation tax payable
280,402
256,040
6,718
Other taxation and social security
292,042
280,763
-
-
Other creditors
514,520
4,623
773,251
Accruals and deferred income
1,179,669
1,528,241
5,213,732
4,994,835
779,969
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
3,147,613
4,459,809
Obligations under finance leases
19
177,318
180,131
Accruals and deferred income
306,726
414,913
3,631,657
5,054,853
-
-
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
4,447,613
5,759,809
Payable within one year
1,300,000
1,300,000
Payable after one year
3,147,613
4,459,809
The loan is secured by a debenture granted by Williams & Hill Forwarding Limited and a cross guarantee and debenture by Williams & Hill Forwarding Limited, Williams & Hill Group Limited, Jaso Holdings Limited and Williams & Hill Storage & Distribution Limited. The loan incurs interest at 3.5% per annum above the Bank of England base rate.
19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
65,868
72,726
In two to five years
177,318
180,131
243,186
252,857
-
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Assets
Assets
2024
2023
Group
£
£
Accelerated capital allowances
30,000
44,000
Retirement benefit obligations
4,800
6,000
34,800
50,000
The company has no deferred tax assets or liabilities.
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
20
Deferred taxation
(Continued)
- 27 -
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 July 2023
(50,000)
-
Charge to profit or loss
15,200
-
Asset at 30 June 2024
(34,800)
-
The directors have considered the deferred tax assets and liabilities noted above and concluded that it is not possible to state the estimated assets and liabilities which will reverse within the next 12 months. This is due to the level of reversal being dependant on events which are not yet known.
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
108,270
161,972
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.
Contributions totalling £19,279 (2023 - £23,933) were payable to the fund at the reporting date and are included in creditors.
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
7,328
-
73
-
Ordinary shares have full voting, dividend and capital distribution (including on winding up) rights.
The initial share capital on incorporation was 1 ordinary share of £0.01. On 20 October 2023 the company allotted 7,327 shares, in a share for share exchange for its investment in the newly formed group.
23
Reserves
Share premium
Share premium includes excess amounts received by the company over the par value of its shares.
Foreign exchange reserve
The foreign exchange reserve relates to the foreign currency differences arising on the retranslation of the group's US subsidiary and is non-distributable.
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
23
Reserves
(Continued)
- 28 -
Merger reserve
The amount included within other reserves relates to a merger reserve created as part of the group reconstruction.
24
Financial commitments, guarantees and contingent liabilities
A subsidiary of the company, Williams & Hill Forwarding Limited, has provided a customs guarantee to HMRC in respect of the customs duties and taxes of the company and the amount of the guarantee is £640,000 (2023 - £640,000)
25
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
1,735,666
1,682,278
-
-
Between two and five years
4,428,830
5,635,639
-
-
In over five years
1,406,621
1,801,831
-
-
7,571,117
9,119,748
-
-
26
Related party transactions
As at the year end, £20,189 (2023 - £42,000) was owed from the directors. This balance is included within other debtors. Interest of £423 (2023- £nil) was charged in respect of these loans.
JAO INVESTMENTS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 29 -
27
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
1,963,752
3,897,621
Adjustments for:
Share of results of associates and joint ventures
-
(2,139,688)
Taxation charged
909,431
603,183
Finance costs
494,643
327,610
Investment income
(61,223)
(11,109)
Gain on disposal of tangible fixed assets
(20,294)
-
Amortisation and impairment of intangible assets
846,650
585,416
Depreciation and impairment of tangible fixed assets
149,877
182,488
Other gains and losses
134,768
-
Movements in working capital:
(Increase)/decrease in debtors
(214,909)
6,887,331
Increase in creditors
93,206
394,774
Cash generated from operations
4,295,901
10,727,626
28
Analysis of changes in net debt - group
1 July 2023
Cash flows
New finance leases
Exchange rate movements
30 June 2024
£
£
£
£
£
Cash at bank and in hand
3,647,807
(390,197)
-
1,237
3,258,847
Borrowings excluding overdrafts
(5,759,809)
1,312,196
-
-
(4,447,613)
Obligations under finance leases
(252,857)
78,449
(68,778)
-
(243,186)
(2,364,859)
1,000,448
(68,778)
1,237
(1,431,952)
2024-06-302023-07-01falseCCH SoftwareCCH Accounts Production 2024.200Mr J SwabeyMr O L Bradbeer-DuberyMr A L 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