BWA NEXUS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Company registration number SC205639 (Scotland)
BWA NEXUS LIMITED
COMPANY INFORMATION
Directors
Mr Martin Welsh
Mr David Armour
(Appointed 4 November 2024)
Mr Gavin Florence
(Appointed 4 November 2024)
Company number
SC205639
Registered office
3 Riverside Way
Riverside Business Park
Irvine
Ayrshire
KA11 5DJ
Auditor
William Duncan + Co (Audit) Ltd
Ellersley House
30 Miller Road
Ayr
Ayrshire
KA7 2AY
Business address
3 Riverside Way
Riverside Business Park
Irvine
Ayrshire
KA11 5DJ
Bankers
HSBC
Aberdeen
95-99 Union Street
Aberdeen
AB11 6BD
Solicitors
BTO Solicitors LLP
48 St Vincent Street
Glasgow
G2 6HS
BWA NEXUS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 16
BWA NEXUS LIMITED
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

Having celebrated Booth Welsh Automation’s 35th anniversary during this financial year, it has been a good time for the board to reinforce the traditions and principles that have contributed to our longevity and continued success. This has been one of the most successful years in our history, delivering strong revenue growth and margin improvement, allowing us to continue to invest for the long-term.

 

We are particularly pleased to have sustained our health and safety performance, recording our 18th successive year without a lost-time accident whilst delivering a workload of over 8.5m man hours in that time. Our commitment to quality across our business continues with the addition of the ISO 27001 accreditation during the year.

 

We are fast approaching the second anniversary of our Management Buy Out from the Clough Group, having now addressed all of the systems and financial legacy which impacted prior years’ performance. Our owner-managed structure now ensures long-term stability and an environment that encourages and rewards excellence for all of our people.

 

Post year-end, the Board has simplified the group structure by bringing all staff and operations under the Booth Welsh umbrella. This has enabled the alignment of systems, processes and quality procedures across all service lines, further enhancing our ability to provide multi-disciplinary engineering solutions whilst also ensuring consistency in service delivery to all clients. As part of this process, we have reviewed the holding value of investments in subsidiary companies, resulting in a write-down of investment assets of £351,499 in other intermediate holding companies to reflect this.

Principal risks and uncertainties

Booth Welsh Automation has always faced a constant challenge to evolve its technical capabilities and service offerings in a dynamic operating environment. As the rate of change continues to accelerate, fueled by local, national and international issues ranging including the geopolitical landscape, societal change and the emergence of innovation and new technologies, we constantly endeavour to stay ahead of these developments to remain a relevant, cost-effective and value-added partner for all stakeholders.

 

Artificial Intelligence has moved from being an interesting opportunity to a mainstream technology that has application to address the highest priority engineering challenges in most industry sectors. Booth Welsh has begun to incorporate AI technology and tools into our service lines and are helping clients to implement new processes and practices that improve yield and quality whilst also reducing costs and risk. We have also recognized that these factors place different demands on our staff and we have responded by expanding our talent base though targeted recruitment and training – for the first time ever, over 50% of our workforce are under 25, including a growing proportion with graduate or higher qualifications in a widening range of disciplines including software and gaming.

 

We recognize the impact that the modern day workplace has on our people and we continue to support our staff and contractor base to thrive in this environment. Flexible and remote working arrangements are now standard practice which we supplement through a diverse array of initiatives including exercise, and mindfulness sessions, providing education and support on mental and physical health issue and many other aspects of pastoral care.

 

Booth Welsh takes its social responsibilities seriously, with Environment, Diversity and Inclusion being key pillars of our business. In the last 12 months, we have invested and changed processes to reduce our carbon footprint and our impact on the environment generally and have undertaken a series of initiatives that have made a positive impact on the communities in which we operate. We remain committed to deliver exacting Net Zero commitments as part of the Net Zero Accelerator programme.

 

BWA NEXUS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Development and performance

Having previously announced our strategic partnership with the University of Strathclyde through the establishment of Scotland’s first Digital Process Manufacturing Centre within our property at Irvine, we are pleased to report the centre was officially opened in early 2025. DPMC will showcase new and emerging digital technologies that will continue to revolutionise manufacturing on a global scale.

 

As we announced in our 2023 accounts, we have now integrated all operations and staff from our iTech subsidiary within Booth Welsh Automation. This has enabled the streamlining of operations, enhancing the automation services we continue to provide to a broad range of business sectors across the UK.

 

Key performance indicators

Booth Welsh Automation and its board constantly seek to make marginal gains and improvements in every aspect of our business, sharing the benefits this approach delivers with our staff, customers, suppliers and other key stakeholders through enhanced service levels, improved health & safety performance, compliance with exacting quality and environmental standards, an inclusive business culture, technological advancement and innovative profit and risk-sharing business models. We manage performance across the business using a comprehensive suite of OKRs to ensure we deliver on each of the company’s key objectives: People; Planet; Place; Product; Profit. Performance against all targets are satisfactory and show continuing improvement as we drive business performance and implement succession strategies to ensure long-term business health.

 

On behalf of the board

Mr Martin Welsh
Director
5 March 2025
BWA NEXUS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activity of the company continued to be that of a holding company. The company did not trade during the year.

Results and dividends

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

No ordinary dividends were paid. The directors do not recommend payment of a final 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 Martin Welsh
Mr David Armour
(Appointed 4 November 2024)
Mr Gavin Florence
(Appointed 4 November 2024)
Auditor

In accordance with the company's articles, a resolution proposing that William Duncan + Co (Audit) Ltd be reappointed as auditor of the company 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 company’s auditor 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 company’s auditor 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 Martin Welsh
Director
5 March 2025
BWA NEXUS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -

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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

BWA NEXUS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BWA NEXUS LIMITED
- 5 -
Opinion

We have audited the financial statements of BWA NEXUS LIMITED (the 'company') for the year ended 30 June 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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 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 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.

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

BWA NEXUS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BWA NEXUS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its 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:

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 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities 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.

BWA NEXUS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BWA NEXUS LIMITED
- 7 -

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.

Mr Neil Reid FCCA (Senior Statutory Auditor)
For and on behalf of William Duncan + Co (Audit) Ltd
6 March 2025
Accountants
Statutory Auditor
Ellersley House
30 Miller Road
Ayr
Ayrshire
KA7 2AY
BWA NEXUS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
2024
2023
Notes
£
£
Administrative expenses
(301)
(959)
Amounts written off investments
5
(85,500)
(1,218,852)
Loss before taxation
(85,801)
(1,219,811)
Tax on loss
6
-
0
-
0
Loss for the financial year
(85,801)
(1,219,811)

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

BWA NEXUS LIMITED
BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
7
3,864,008
3,864,008
Current assets
Debtors
9
-
0
85,500
Cash at bank and in hand
-
0
301
Net current assets
-
0
85,801
Net assets
3,864,008
3,949,809
Capital and reserves
Called up share capital
10
9,170,001
9,170,001
Share premium account
2,597,109
2,597,109
Profit and loss reserves
(7,903,102)
(7,817,301)
Total equity
3,864,008
3,949,809

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 5 March 2025 and are signed on its behalf by:
Mr Martin Welsh
Director
Company registration number SC205639 (Scotland)
BWA NEXUS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2022
9,170,001
2,597,109
(6,597,490)
5,169,620
Year ended 30 June 2023:
Loss and total comprehensive income
-
-
(1,219,811)
(1,219,811)
Balance at 30 June 2023
9,170,001
2,597,109
(7,817,301)
3,949,809
Year ended 30 June 2024:
Loss and total comprehensive income
-
-
(85,801)
(85,801)
Balance at 30 June 2024
9,170,001
2,597,109
(7,903,102)
3,864,008
BWA NEXUS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
12
85,199
(87,060)
Investing activities
Repayment of loans
(85,500)
-
0
Net cash used in investing activities
(85,500)
-
Net decrease in cash and cash equivalents
(301)
(87,060)
Cash and cash equivalents at beginning of year
301
87,361
Cash and cash equivalents at end of year
-
0
301
BWA NEXUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
1
Accounting policies
Company information

BWA NEXUS LIMITED is a private company limited by shares incorporated in Scotland. The registered office is 3 Riverside Way, Riverside Business Park, Irvine, Ayrshire, KA11 5DJ.

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. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

BWA Nexus Limited is a wholly owned subsidiary of Booth Welsh Nexus Limited, and the results of BWA Nexus Limited are included in the consolidated financial statements of the parent company, which are publicly available.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
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.

1.5
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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.

BWA NEXUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 13 -
Basic financial assets

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

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company 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 company.

BWA NEXUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

3
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
-
0
-
0
4
Employees

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

2024
2023
Number
Number
Directors
1
1
5
Amounts written off investments
2024
2023
£
£
Amounts written off current loans
(85,500)
-
Other gains and losses
-
(1,218,852)
(85,500)
(1,218,852)
6
Taxation
BWA NEXUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
6
Taxation
(Continued)
- 15 -

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

2024
2023
£
£
Loss before taxation
(85,801)
(1,219,811)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
(21,450)
(304,953)
Tax effect of expenses that are not deductible in determining taxable profit
21,450
305,088
Tax effect of utilisation of tax losses not previously recognised
-
0
(150)
Unutilised tax losses carried forward
-
0
15
Taxation charge for the year
-
-
7
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
8
3,864,008
3,864,008
8
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
BWA (Holdings) Limited
Scotland
Ordinary shares
100.00
-
Booth Welsh Automation Limited
England and Wales
Ordinary shares
0
100.00
iTech (Troon) Ltd.
Scotland
Ordinary shares
0
100.00
iTech (Scotland) Ltd.
Scotland
Ordinary shares
0
100.00
9
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
85,500
10
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
9,170,001
9,170,001
9,170,001
9,170,001
BWA NEXUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
11
Ultimate controlling party

The company is a wholly owned subsidiary of Booth Welsh Nexus Limited, who are also the ultimate parent company. The registered office of the ultimate parent is 3 Riverside Way, Riverside Business Park, Irvine, Ayrshire, KA11 5DJ.

12
Cash generated from/(absorbed by) operations
2024
2023
£
£
Loss for the year after tax
(85,801)
(1,219,811)
Adjustments for:
Other gains and losses
85,500
1,218,852
Movements in working capital:
Decrease/(increase) in debtors
85,500
(85,500)
Decrease in creditors
-
0
(601)
Cash generated from/(absorbed by) operations
85,199
(87,060)
13
Analysis of changes in net funds
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
301
(301)
-
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