Company Registration No. 11048350 (England and Wales)
VALUELIGHTS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PM+M Solutions for Business LLP
Chartered Accountants
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
VALUELIGHTS HOLDINGS LIMITED
COMPANY INFORMATION
Directors
JL Barnes
(Appointed 9 July 2024)
D Barrasso
M Bates
S Caunce
J Crowther
D Gutfreund
C Hulme
S Sulamen
Company number
11048350
Registered office
The Light Hub
4 Omega Drive
Irlam
Manchester
United Kingdom
M44 5GR
Auditor
PM+M Solutions for Business LLP
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
VALUELIGHTS HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 29
VALUELIGHTS HOLDINGS 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

In the 12 months to June 2024, we achieved revenue growth of 9% to £19.2m and delivered a 30% improved loss before tax and other income of £2.9m.

Our vision, to become the go-to people for lighting, ensured we stayed focus as we launched eight new sales channels and over 600 new products to our range, delivering unbeatable products at unbeatable value. In addition, we maintained high customer service scores across all our channels for our product quality, great prices and excellent service.

Whilst the macro-economic environment continued to be challenging, we continued to focus on margin improvement and cost management.

Principal risks and uncertainties

Due to the international nature of the business, we are at risk from adverse currency movements that are beyond our control. We do, however, mitigate this risk where possible through the hedging of appropriate currencies.

Maintaining tight financial controls and retaining visibility of sales margins by sales channels, by customer and by product range is a challenge, particularly with fluctuations in US$ rates. The company has successfully managed this risk to date and it is well positioned for the future with a full forward contract book at a healthy rate.

Cashflow planning and cash management is an area that the Company considers vital and we continually review our current and future cash position.

Key performance indicators

The business has a suite of key performance indicators that monitor trends on the key aspects of the business, namely sales, margins, operational efficiencies and working capital levels.

We closely monitor the breakdown of sales revenue, margins and contributions by customer channels, by individual customers and by product.

We continually monitor our stock levels and our stock profile and work closely with our factories to achieve an efficient and effective supply chain. We measure our ‘stock days’ performance by individual product to ensure that slower moving items are visible and we are taking appropriate action to manage these products. In addition we focus on our key lines to hold higher stock levels to ensure that these faster moving items remain in stock. Stock days at the end of June 2024 were 210 compared with 167 days at the end of June 2023.

We continually monitor our trade debtors and ‘debtor day’ levels. Debtor day levels at the end of June 2024 were 9 days compared with 6 days at the end of June 2023.

VALUELIGHTS HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Other information and explanations

Whilst the current stability of the group is a challenge, due to the macro-economic environment, headwind cost challenges via the on-going global freight challenges, the board remains very positive by the progress made over the last year. We have delivered on many strategic initiatives, launching new channels and new product ranges and we remain laser focused on continuing to develop our range, partnering with large retailers for further distribution, managing margin and our cost base. We look forward to another year of executing against our strategic plan and continuing to grow.

On behalf of the board

D Barrasso
Director
23 August 2024
VALUELIGHTS HOLDINGS 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 and group continued to be that of the retailing of electric light fittings and bulbs.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. 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:

JL Barnes
(Appointed 9 July 2024)
D Barrasso
J Bartczak
(Resigned 9 July 2024)
M Bates
S Caunce
J Crowther
D Gutfreund
C Hulme
S Sulamen
Auditor

The auditor, PM+M Solutions for Business LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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:

 

 

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.

VALUELIGHTS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
C Hulme
Director
23 August 2024
VALUELIGHTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VALUELIGHTS HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of ValueLights Holdings Limited (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:

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 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.

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:

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

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

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

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, 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.

 

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

VALUELIGHTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VALUELIGHTS HOLDINGS LIMITED
- 7 -

Identifying and assessing potential risks related to irregularities

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

 

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals and complex transactions; and manipulating the Group's performance profit measures and other key performance indicators to meet remuneration targets and externally communicated targets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

 

We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety regulations, pensions legislation and tax legislation.

Audit response to risks identified

Our procedures to respond to risks identified included the following:

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

VALUELIGHTS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VALUELIGHTS HOLDINGS LIMITED
- 8 -

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.

Christopher Johnson FCA (Senior Statutory Auditor)
For and on behalf of PM+M Solutions for Business LLP
23 August 2024
Chartered Accountants
Statutory Auditor
New Century House
Greenbank Technology Park
Challenge Way
Blackburn
Lancashire
BB1 5QB
VALUELIGHTS HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
19,198,245
17,648,186
Cost of sales
(7,761,972)
(8,592,109)
Gross profit
11,436,273
9,056,077
Distribution costs
(7,409,033)
(6,360,283)
Administrative expenses
(6,911,787)
(6,869,188)
Other operating income
-
1,234,781
Operating loss
4
(2,884,547)
(2,938,613)
Interest receivable and similar income
-
0
4,461
Interest payable and similar expenses
8
(58,894)
(109,934)
Loss before taxation
(2,943,441)
(3,044,086)
Tax on loss
9
-
0
-
0
Loss for the financial year
22
(2,943,441)
(3,044,086)
Other comprehensive income
Cash flow hedges gain/(loss) arising in the year
38,736
(398,436)
Total comprehensive income for the year
(2,904,705)
(3,442,522)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
VALUELIGHTS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
3,047,813
3,489,409
Current assets
Stocks
14
4,455,828
3,924,337
Debtors
15
1,316,424
1,417,945
Cash at bank and in hand
162,264
372,398
5,934,516
5,714,680
Creditors: amounts falling due within one year
16
(8,428,975)
(5,684,560)
Net current (liabilities)/assets
(2,494,459)
30,120
Total assets less current liabilities
553,354
3,519,529
Creditors: amounts falling due after more than one year
17
-
(61,470)
Net assets
553,354
3,458,059
Capital and reserves
Called up share capital
21
1,067
1,067
Share premium account
22
379,518
379,518
Hedging reserve
22
(10,975)
(49,711)
Capital redemption reserve
22
333
333
Profit and loss reserves
22
183,411
3,126,852
Total equity
553,354
3,458,059
The financial statements were approved by the board of directors and authorised for issue on 23 August 2024 and are signed on its behalf by:
23 August 2024
C Hulme
Director
Company registration number 11048350 (England and Wales)
VALUELIGHTS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
12
306
306
Current assets
Debtors
15
11,045,852
8,589,338
Cash at bank and in hand
1,022
2,200
11,046,874
8,591,538
Creditors: amounts falling due within one year
16
(4,134,503)
(1,665,119)
Net current assets
6,912,371
6,926,419
Net assets
6,912,677
6,926,725
Capital and reserves
Called up share capital
21
1,067
1,067
Share premium account
22
379,518
379,518
Capital redemption reserve
22
33
33
Profit and loss reserves
22
6,532,059
6,546,107
Total equity
6,912,677
6,926,725

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 £14,048 (2023 - £1,654,537 profit).

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

The financial statements were approved by the board of directors and authorised for issue on 23 August 2024 and are signed on its behalf by:
23 August 2024
C Hulme
Director
Company registration number 11048350 (England and Wales)
VALUELIGHTS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
Share capital
Share premium account
Hedging reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 July 2022
77
141,782
348,725
333
6,170,938
6,661,855
Year ended 30 June 2023:
Loss for the year
-
-
-
-
(3,044,086)
(3,044,086)
Other comprehensive income:
Cash flow hedges loss
-
-
(398,436)
-
-
(398,436)
Total comprehensive income
-
-
(398,436)
-
(3,044,086)
(3,442,522)
Issue of share capital
21
990
237,736
-
-
-
238,726
Balance at 30 June 2023
1,067
379,518
(49,711)
333
3,126,852
3,458,059
Year ended 30 June 2024:
Loss for the year
-
-
-
-
(2,943,441)
(2,943,441)
Other comprehensive income:
Cash flow hedges gain
-
-
38,736
-
-
38,736
Total comprehensive income
-
-
38,736
-
(2,943,441)
(2,904,705)
Balance at 30 June 2024
1,067
379,518
(10,975)
333
183,411
553,354
VALUELIGHTS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 July 2022
77
141,782
33
4,891,570
5,033,462
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
-
1,654,537
1,654,537
Issue of share capital
21
990
237,736
-
-
238,726
Balance at 30 June 2023
1,067
379,518
33
6,546,107
6,926,725
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
-
(14,048)
(14,048)
Balance at 30 June 2024
1,067
379,518
33
6,532,059
6,912,677
VALUELIGHTS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(2,155,590)
(797,407)
Interest paid
(58,894)
(91,936)
Net cash outflow from operating activities
(2,214,484)
(889,343)
Investing activities
Purchase of tangible fixed assets
(22,781)
(196,670)
Proceeds from disposal of tangible fixed assets
-
798
Interest received
-
0
4,461
Net cash used in investing activities
(22,781)
(191,411)
Financing activities
Proceeds from issue of shares
-
233,292
Issue of new loans
2,550,000
1,650,000
Repayment of loans
(60,000)
(613,854)
Payment of finance leases obligations
(462,869)
(427,481)
Net cash generated from financing activities
2,027,131
841,957
Net decrease in cash and cash equivalents
(210,134)
(238,797)
Cash and cash equivalents at beginning of year
372,398
611,195
Cash and cash equivalents at end of year
162,264
372,398
VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
1
Accounting policies
Company information

ValueLights Holdings Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is The Light Hub, 4 Omega Drive, Irlam, Manchester M44 5GR, England.

 

The group consists of ValueLights Holdings 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 modified by the carrying of certain financial instruments at market value. 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:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company LSE Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

 

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.

1.3
Going concern

At 30 June 2024, the group reported an operating loss of £2.8m (2023 - £2.9m). The directors have received confirmation that continuing financial support will be provided by the company's ultimate parent entity to enable it to settle its liabilities as they fall due for the foreseeable future and on that basis consider it appropriate to prepare the financial statements on a going concern basis.

VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
1.4
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 the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably

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, mainly in relation to contractual hourly staff rates and materials, 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.

1.5
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.

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
33.3% Straight line
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Fixtures and fittings
25% straight line
Computers
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.

1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

 

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

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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 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.

VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
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.

 

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.

Other financial liabilities

Derivatives including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

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
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 19 -
Hedge accounting

The company designates certain hedging instruments as fair value hedges.

 

At the inception of the hedge relationship, the company documents the relationship between the hedging instrument and the hedged item along with risk management objectives and strategy for undertaking various hedge transactions. At the inception of the hedge and on an ongoing basis, the effectiveness with which the hedging instrument offsets changes in cash flows of the hedged item is assessed, to ensure the instrument remains highly effective and thus satisfies the criteria to apply hedge accounting under FRS102.

 

The effective portion of changes in the fair value of derivatives that are designated as cash flow hedges is recognised in other comprehensive income, with the gain or loss on the ineffective portion being recognised immediately through the profit and loss account.

 

Amounts previously recognised in other comprehensive income are reclassified to the profit and loss account in the period when the hedged item is recognised in the profit and loss account.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.14
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.

1.15
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.

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.

VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements
Slow moving and obsolete stock provision

The demand for the company's products can be strongly influenced by fashion trends and/or technical innovations.

 

Against this background, the Directors have reviewed the profile of the stockholding at year-end on a product by product basis and made an assessment of the provision required in respect of slow moving and obsolete products. The Directors have taken a prudent view and have made additional provisions where necessary. The Directors have concluded that stock is being properly valued at the lower of cost and net realisable value.

Stock valuation

The group utilises a landed cost model so as to facilitate the appropriate inclusion of freight costs in the stock valuation. This estimation process has a significant impact on the stock valuation and as a result the landed cost model is reviewed on a sufficiently regular basis as to ensure that such estimations approximate to actual costs.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of electric light fittings and bulbs
18,661,619
17,155,668
Sale of third party logistics
536,626
492,518
19,198,245
17,648,186
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
19,198,070
17,629,229
Europe
175
18,957
19,198,245
17,648,186
2024
2023
£
£
Other revenue
Interest income
-
4,461
VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
314,105
456,780
Depreciation of tangible fixed assets held under finance leases
150,272
206,718
Profit on disposal of tangible fixed assets
-
0
(798)
Operating lease charges
953,730
896,867

 

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
4,120
4,000
Audit of the financial statements of the company's subsidiaries
19,158
18,600
23,278
22,600
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
Distribution
29
31
-
-
Sales
17
16
-
-
Administration
31
31
8
8
Total
77
78
8
8

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,958,847
2,789,471
-
0
-
0
Social security costs
309,987
287,994
-
0
-
0
Pension costs
73,004
62,872
-
0
-
0
3,341,838
3,140,337
-
0
-
0
VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
492,810
655,014
Company pension contributions to defined contribution schemes
11,438
14,212
504,248
669,226
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
180,280
183,054
Company pension contributions to defined contribution schemes
5,250
4,375

During the period two directors had benefits accruing under a defined contribution pension scheme.

8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
13,257
-
0
Other interest on financial liabilities
-
11,592
Interest on finance leases and hire purchase contracts
45,028
94,672
Other interest
609
3,670
Total finance costs
58,894
109,934
VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 23 -
9
Taxation

From the 1 April 2023 the Corporation Tax rate changed to 25%. During the prior period the effective tax rate was 20.50%.

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
(2,943,441)
(3,044,086)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
(735,860)
(623,912)
Tax effect of expenses that are not deductible in determining taxable profit
768
39
Other permanent differences
-
0
199
Fixed Asset differences
573
6,226
Deferrred tax asset not recognised
734,519
617,448
Taxation charge
-
-
10
Intangible fixed assets
Group
Software
£
Cost
At 1 July 2023 and 30 June 2024
410,240
Amortisation and impairment
At 1 July 2023 and 30 June 2024
410,240
Carrying amount
At 30 June 2024
-
0
At 30 June 2023
-
0
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.
VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 24 -
11
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 July 2023
4,756,898
782,494
5,539,392
Additions
2,901
19,880
22,781
At 30 June 2024
4,759,799
802,374
5,562,173
Depreciation and impairment
At 1 July 2023
1,450,123
599,860
2,049,983
Depreciation charged in the year
385,917
78,460
464,377
At 30 June 2024
1,836,040
678,320
2,514,360
Carrying amount
At 30 June 2024
2,923,759
124,054
3,047,813
At 30 June 2023
3,306,775
182,634
3,489,409
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
306
306
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2023 and 30 June 2024
306
Carrying amount
At 30 June 2024
306
At 30 June 2023
306
VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 25 -
13
Subsidiaries

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
ValueLights Group Limited
1
Lighting Retailer
Ordinary
100.00
ValueLights Limited
2
Lighting Retailer
Ordinary
100.00
The Lighting Factory Shop Limited
1
Dormant
Ordinary
100.00
Value Logistics Solutions Limited
2
Warehouse Facilities
Ordinary
100.00
LSE Group Limited
1
Dormant
Ordinary
100.00
Minisun Lighting Limited
1
Dormant
Ordinary
100.00
Minisun Limited
1
Dormant
Ordinary
100.00
Iconic Lights Limited
1
Dormant
Ordinary
100.00
ValueLights Europe Limited
1
Dormant
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
4 Omega Drive, Irlam, Manchester, England, M44 5GR
2
The Light Hub 4 Omega Drive, Irlam, Manchester, England, M44 5GR
14
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods
4,455,828
3,924,337
-
0
-
0
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
471,466
284,218
-
0
-
0
Amounts owed by group undertakings
-
-
11,045,672
8,585,117
Other debtors
168,438
448,076
180
4,221
Prepayments and accrued income
676,520
685,651
-
0
-
0
1,316,424
1,417,945
11,045,852
8,589,338

The groups derivative financial instruments are forward exchange contracts hedging stock purchases over the next 12 months.

 

Amounts owed by group undertakings in the parent company are unsecured, interest free and repayable on demand.

VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
19
106,427
507,826
-
0
-
0
Other borrowings
18
3,790,638
1,240,638
3,790,638
1,240,638
Trade creditors
1,674,960
1,087,168
184,726
210,342
Other taxation and social security
757,904
666,208
-
-
Derivative financial instruments
10,975
49,711
-
0
-
0
Other creditors
150,000
210,000
150,000
210,000
Accruals and deferred income
1,938,071
1,923,009
9,139
4,139
8,428,975
5,684,560
4,134,503
1,665,119

The groups derivative financial instruments are forward exchange contracts hedging stock purchases over the next 12 months.

17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
19
-
0
61,470
-
0
-
0
18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Loans from group undertakings
3,790,638
1,240,638
3,790,638
1,240,638
Payable within one year
3,790,638
1,240,638
3,790,638
1,240,638

Other loans comprise £3,790,638 (20231,240,638) due to Burning Sky Limited. No interest shall be repayable on the loan unless and to the extent that it is not repaid by the repayment date, 30th June 2026, following which interest will be charged on the outstanding balance of the loan at 3% above the base lending rate of the Bank of England.

VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 27 -
19
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
114,018
552,829
-
0
-
0
In two to five years
-
0
69,062
-
0
-
0
114,018
621,891
-
-
Less: future finance charges
(7,591)
(52,595)
-
0
-
0
106,427
569,296
-
0
-
0

The obligations under hire purchase contracts are secured on the assets to which they relate.

20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
73,004
62,872

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.

An amount of £12,666 (2023 - £13,334) was outstanding at the year end and is included within creditors.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary class A of 1p each
57,800
57,800
578
578
Ordinary class B of 1p each
10,800
10,800
108
108
Ordinary class C of 1p each
9,700
9,700
97
97
Ordinary class D of 1p each
9,600
9,600
96
96
Ordinary class E of 1p each
9,500
9,500
95
95
Ordinary class F of 1p each
9,300
9,300
93
93
106,700
106,700
1,067
1,067

The A ordinary shares have full voting, dividends and distribution rights. The B, C, D, and E ordinary shares have no voting rights. All classes of shares rank pari passu for dividends and in entitlement to assets on a winding up of the company. Distributions are applicable subject to certain criteria set out in the Articles of Association.

VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
22
Reserves
Equity reserve

The profit and loss reserves include all current and prior period retained profits.

Hedging reserve

During 2023 the company entered into cash flow hedges to mitigate foreign exchange risk on firm commitments payable in US Dollars, by committing to buy US Dollars over the period 03 July 2023 to 31 December 2024 at a range of pre-determined exchange rates.

 

At June 2023, the fair value of hedging instruments was a liability of £49,711.

 

During 2024 the company entered into cash flow hedges to mitigate foreign exchange risk on firm commitments payable in US Dollars, by committing to buy US Dollars over the period 01 July 2024 to 31 July 2025 at a range of pre-determined exchange rates.

 

At June 2024, the fair value of hedging instruments was a liability of £10,975.

23
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
934,134
953,811
926,067
918,000
Between two and five years
3,672,000
3,680,067
3,672,000
3,672,000
In over five years
6,426,000
7,344,000
6,426,000
7,344,000
11,032,134
11,977,878
11,024,067
11,934,000
24
Ultimate controlling party
Mr S Caunce is the ultimate controlling party by virtue of his majority shareholding in the parent company Burning Sky Limited, a company incorporated in England and Wales.

These financial statements are available upon request from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.
VALUELIGHTS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 29 -
25
Cash (absorbed by)/generated from group operations
2024
2023
£
£
Loss for the year after tax
(2,943,441)
(3,044,086)
Adjustments for:
Finance costs
58,894
109,934
Investment income
-
0
(4,461)
Gain on disposal of tangible fixed assets
-
(798)
Depreciation and impairment of tangible fixed assets
464,377
663,498
Movements in working capital:
(Increase)/decrease in stocks
(531,491)
3,358,885
Decrease/(increase) in debtors
101,521
(423,481)
Increase/(decrease) in creditors
694,550
(222,117)
Cash (absorbed by)/generated from operations
(2,155,590)
437,374
26
Analysis of changes in net debt - group
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
372,398
(210,134)
162,264
Borrowings excluding overdrafts
(1,240,638)
(2,550,000)
(3,790,638)
Obligations under finance leases
(569,296)
462,869
(106,427)
(1,437,536)
(2,297,265)
(3,734,801)
2024-06-302023-07-01falseCCH SoftwareCCH Accounts Production 2024.100JL BarnesD BarrassoJ BartczakM BatesS CaunceJ CrowtherD GutfreundC HulmeS 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