Calrom TIG Co Ltd
Annual report and financial statements
For the period ended 30 June 2024
Calrom TIG Co Ltd
Company information
Directors
Mr M W Edwards
(Appointed 4 May 2023)
Ms E J Bond
(Appointed 4 May 2023)
Company number
14847601
Registered office
Chester House
Lloyd Drive
Cheshire Oaks Business Park
Ellesmere Port
England
CH65 9HQ
Auditor
DJH Audit Limited
Chester House
LLoyd Drive
Ellesmere Port
Cheshire
United Kingdom
CH65 9HQ
Calrom TIG Co Ltd
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 32
Calrom TIG Co Ltd
Strategic report
For the period ended 30 June 2024
- 1 -

The directors present the strategic report for the period ended 30 June 2024.

Review of the business

The company continues to invest in the development of specialist computer software for use in providing airline booking and ticketing solutions.

During the year the company has recognised revenues exceeding £9.30m from the fees earned via the booking and ticketing systems that they have implemented.

The revenue has seen an increase of 13.8% from prior year (£8.17m) which reflects a continued increase in revenue generated from the SAAS (Software As A Service) projects.

The directors remain committed to investing in the future and are confident that this will strengthen and develop business streams and future revenue.

Principal risks and uncertainties including financial instruments

Risks are identified and routinely monitored, with appropriate actions taken to mitigate their potential adverse consequences on the company’s performance objectives.

Risks include the potential for deterioration in relationships with the airlines, failure of vital technology or information systems, the loss of key personnel, and failure of debtors to settle balances due.

Development and performance

The directors are confident that the company is in a sound position to further grow revenues in the ensuing financial years.

Due to the reputation that the Group has built regarding the systems and services they provide the directors are confident that this line of business will continue to grow in the forthcoming year with more airlines implementing the SAAS technology. In addition, the company believes that through the strong commercial relationships they hold with their airline customers further development of existing software solutions will provide additional revenue.

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and straightforward nature of our business and is written in the context of the market sector we operate in.

Other information and explanations

In the year in question the Company only has financial assets and liabilities such as trade debtors and creditors arising directly from its operations in addition to the long term RLS loan liability.

Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The Company manages its cash surpluses to maximise interest income whilst ensuring the Company has sufficient liquid resources to meet the operating needs of the business. All cash surpluses are only invested through banks and companies approved by the board.

On behalf of the board

Mr M W Edwards
Director
5 March 2025
Calrom TIG Co Ltd
Directors' report
For the period ended 30 June 2024
- 2 -

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

Principal activities

The principal activity of the group during the period under review is that of the development of specialist software solutions for the travel industry.

Results and dividends

The results for the period are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

Mr M W Edwards
(Appointed 4 May 2023)
Ms E J Bond
(Appointed 4 May 2023)
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 M W Edwards
Director
5 March 2025
Calrom TIG Co Ltd
Directors' responsibilities statement
For the period 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:

 

 

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.

Calrom TIG Co Ltd
Independent auditor's report
To the members of Calrom TIG Co Ltd
- 4 -
Opinion

We have audited the financial statements of Calrom TIG Co Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 June 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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.

Calrom TIG Co Ltd
Independent auditor's report (continued)
To the members of Calrom TIG Co Ltd
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

Explanation as to what extent 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.

 

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the company and management.

Calrom TIG Co Ltd
Independent auditor's report (continued)
To the members of Calrom TIG Co Ltd
- 6 -
Our approach was as follows

We obtained an understanding of the legal and regulatory framework that is applicable to the company and determined that the most significant are frameworks which are directly relevant to the assertions in the financial statements including amounts and disclosures; those that relate to reporting framework FRS 102; the Companies Act 2006 and UK taxation legislation.

 

We assessed how the company is complying with those frameworks by:

- making enquiries of management and;

- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations together with the use of an appropriate software package to check the disclosures required by the relevant accounting standards and legislation.

 

We assessed the susceptibility of the company’s financial statements to material misstatement including how fraud might occur. The risk of fraud associated with management override of controls is always deemed high and we performed audit procedures to address this specific risk including testing journal entries and other adjustments for appropriateness; also assessing whether judgements and assumptions used in accounting estimates were indicative of potential bias.

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.

Desirie Lea FCA FCCA (Senior Statutory Auditor)
For and on behalf of
14 March 2025
DJH Audit Limited
Accountants
Statutory Auditor
Chester House
LLoyd Drive
Ellesmere Port
Cheshire
United Kingdom
CH65 9HQ
Calrom TIG Co Ltd
Group profit and loss account
For the period ended 30 June 2024
- 7 -
Period
ended
30 June
2024
Notes
£
Turnover
3
9,301,729
Administrative expenses
(6,506,556)
Operating profit
4
2,795,173
Interest receivable and similar income
6
129,839
Interest payable and similar expenses
7
(545,254)
Profit before taxation
2,379,758
Tax on profit
8
183,192
Profit for the financial period
21
2,562,950
Profit for the financial period is attributable to:
- Owners of the parent company
1,797,284
- Non-controlling interests
765,666
2,562,950
Calrom TIG Co Ltd
Group statement of comprehensive income
For the period ended 30 June 2024
- 8 -
Period
ended
30 June
2024
£
Profit for the period
2,562,950
Other comprehensive income
Currency translation loss taken to retained earnings
(1,310)
Total comprehensive income for the period
2,561,640
Total comprehensive income for the period is attributable to:
- Owners of the parent company
1,795,974
- Non-controlling interests
765,666
2,561,640
Calrom TIG Co Ltd
Group balance sheet
As at 30 June 2024
- 9 -
2024
Notes
£
£
Fixed assets
Negative goodwill
9
(2,776,034)
Other intangible assets
9
10,925,529
Total intangible assets
8,149,495
Tangible assets
10
289,326
8,438,821
Current assets
Debtors
13
2,873,710
Cash at bank and in hand
1,567,240
4,440,950
Creditors: amounts falling due within one year
14
(2,787,840)
Net current assets
1,653,110
Total assets less current liabilities
10,091,931
Creditors: amounts falling due after more than one year
15
(4,590,256)
Net assets
5,501,675
Capital and reserves
Called up share capital
20
1
Profit and loss reserves
21
1,795,974
Equity attributable to owners of the parent company
1,795,975
Non-controlling interests
3,705,700
5,501,675

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 5 March 2025 and are signed on its behalf by:
05 March 2025
Mr M W Edwards
Director
Company registration number 14847601 (England and Wales)
Calrom TIG Co Ltd
Company balance sheet
As at 30 June 2024
30 June 2024
- 10 -
2024
Notes
£
£
Fixed assets
Investments
11
1,033,048
Current assets
Cash at bank and in hand
1
Creditors: amounts falling due within one year
14
(678,566)
Net current liabilities
(678,565)
Total assets less current liabilities
354,483
Creditors: amounts falling due after more than one year
15
(425,246)
Net liabilities
(70,763)
Capital and reserves
Called up share capital
20
1
Profit and loss reserves
21
(70,764)
Total equity
(70,763)

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 £70,764.

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:
05 March 2025
Mr M W Edwards
Director
Company registration number 14847601 (England and Wales)
Calrom TIG Co Ltd
Group statement of changes in equity
For the period ended 30 June 2024
- 11 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 4 May 2023
-
0
-
0
-
-
0
-
0
Period ended 30 June 2024:
Profit for the period
-
1,797,284
1,797,284
765,666
2,562,950
Other comprehensive income:
Currency translation differences
-
(1,310)
(1,310)
-
(1,310)
Total comprehensive income
-
1,795,974
1,795,974
765,666
2,561,640
Issue of share capital
20
1
-
1
-
1
Acquisition of subsidiary
-
-
-
2,940,034
2,940,034
Balance at 30 June 2024
1
1,795,974
1,795,975
3,705,700
5,501,675
Calrom TIG Co Ltd
Company statement of changes in equity
For the period ended 30 June 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 4 May 2023
-
0
-
0
-
Period ended 30 June 2024:
Profit and total comprehensive income
-
(70,764)
(70,764)
Issue of share capital
20
1
-
1
Balance at 30 June 2024
1
(70,764)
(70,763)
Calrom TIG Co Ltd
Group statement of cash flows
For the period ended 30 June 2024
- 13 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
3,957,650
Interest paid
(474,490)
Income taxes refunded
425,348
Net cash inflow/(outflow) from operating activities
3,908,508
Investing activities
Net cash acquired on purchase of a business
1,927,383
Purchase of intangible assets
(3,803,445)
Purchase of tangible fixed assets
(124,870)
Interest received
129,839
Net cash used in investing activities
(1,871,093)
Financing activities
Proceeds from issue of shares
1
Repayment of borrowings
(100,000)
Repayment of bank loans
(375,000)
Increase in finance leases obligations
6,134
Net cash used in financing activities
(468,865)
Net increase in cash and cash equivalents
1,568,550
Cash and cash equivalents at beginning of period
-
0
Effect of foreign exchange rates
(1,310)
Cash and cash equivalents at end of period
1,567,240
Calrom TIG Co Ltd
Company statement of cash flows
For the period ended 30 June 2024
- 14 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
1,025,048
Investing activities
Purchase of subsidiaries
(1,033,048)
Net cash used in investing activities
(1,033,048)
Financing activities
Proceeds from issue of shares
1
Proceeds from borrowings
8,000
Net cash generated from/(used in) financing activities
8,001
Net increase in cash and cash equivalents
1
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
1
Calrom TIG Co Ltd
Notes to the group financial statements
For the period ended 30 June 2024
- 15 -
1
Accounting policies
Company information

Calrom TIG Co Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is DJH Chester Ltd, Chester House, Lloyd Drive, Cheshire Oaks Business Park, Ellesmere Port, Cheshire, England, CH65 9HQ.

 

The group consists of Calrom TIG Co Ltd and all of its subsidiaries.

1.1
Reporting period

These accounts, being the first set of accounts are for the period from incorporation on 4th May 2023 to 30 June 2024.

1.2
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, 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.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Calrom TIG Co 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.

Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
1
Accounting policies
(Continued)
- 16 -

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

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
Intangible fixed assets - goodwill

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

Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
1
Accounting policies
(Continued)
- 17 -
1.9
Intangible fixed assets other than goodwill

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

 

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

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

Development costs
5 years
1.10
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:

Leasehold land and buildings
20% on cost
Fixtures and fittings
33% and 20% on cost
Computers
33% on cost

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.

1.11
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.

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.

Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
1
Accounting policies
(Continued)
- 18 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.12
Impairment of fixed assets

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

 

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

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

 

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

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
1
Accounting policies
(Continued)
- 19 -
1.13
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.

1.14
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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

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

Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
1
Accounting policies
(Continued)
- 20 -
Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

Other financial liabilities

Derivatives, including interest rate swaps and 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.

1.15
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.

1.16
Taxation

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

Current tax

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

Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
1
Accounting policies
(Continued)
- 21 -
Deferred tax

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

 

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

1.17
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.

1.18
Retirement benefits

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

1.19
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.

1.20
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.

Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
- 22 -
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.

3
Turnover and other revenue
2024
£
Turnover analysed by class of business
Support Fees
1,688,374
Groups Next Gen
3,867,431
Software Implementation Fees
620,000
Licence Fees
3,083,125
Other
42,799
9,301,729
2024
£
Turnover analysed by geographical market
Australia
899,097
Finland
466,334
UK
5,332,614
USA
2,364,512
Pakistan
101,683
Spain
137,489
9,301,729
2024
£
Other revenue
Interest income
129,839
Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
- 23 -
4
Operating profit
2024
£
Operating profit for the period is stated after charging:
Exchange losses
107,939
Fees payable to the group's auditor for the audit of the group's financial statements
13,546
Depreciation of owned tangible fixed assets
162,178
Amortisation of intangible assets
1,493,427
Operating lease charges
220,415
5
Employees

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

Group
Company
2024
2024
Number
Number
9
-
198
-
Total
207
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
5,331,882
-
0
Social security costs
457,524
-
Pension costs
544,871
-
0
6,334,277
-
0
6
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
128,712
Other interest income
1,127
Total income
129,839
Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
6
Interest receivable and similar income
(Continued)
- 24 -
2024
Investment income includes the following:
£
Interest on financial assets not measured at fair value through profit or loss
128,712
7
Interest payable and similar expenses
2024
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
466,756
Other finance costs:
Interest on finance leases and hire purchase contracts
7,734
Unwinding of discount on provisions
70,764
Total finance costs
545,254
8
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
(183,192)

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

2024
£
Profit before taxation
2,379,758
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
594,940
Tax effect of expenses that are not deductible in determining taxable profit
51,154
Tax effect of income not taxable in determining taxable profit
(33,471)
Tax effect of utilisation of tax losses not previously recognised
(14,820)
Amortisation on assets not qualifying for tax allowances
373,357
Effect of overseas tax rates
7,088
Change in deferred tax liability not recognised
14,168
Research and development capitalised costs
(950,861)
Research and development claim
(512,916)
Tax reflief lost upon surrender
288,169
Taxation credit
(183,192)
Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
- 25 -
9
Intangible fixed assets
Group
Negative goodwill
Development costs
Total
£
£
£
Cost
At 4 May 2023
-
0
-
0
-
0
Additions - internally developed
-
0
3,803,445
3,803,445
Additions - business combinations
(3,470,042)
9,309,519
5,839,477
At 30 June 2024
(3,470,042)
13,112,964
9,642,922
Amortisation and impairment
At 4 May 2023
-
0
-
0
-
0
Amortisation charged for the period
(694,008)
2,187,435
1,493,427
At 30 June 2024
(694,008)
2,187,435
1,493,427
Carrying amount
At 30 June 2024
(2,776,034)
10,925,529
8,149,495
The company had no intangible fixed assets at 30 June 2024.
10
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 4 May 2023
-
0
-
0
-
0
-
0
Additions
-
0
9,361
115,509
124,870
Business combinations
9,907
117,495
199,232
326,634
At 30 June 2024
9,907
126,856
314,741
451,504
Depreciation and impairment
At 4 May 2023
-
0
-
0
-
0
-
0
Depreciation charged in the period
8,491
39,293
114,394
162,178
At 30 June 2024
8,491
39,293
114,394
162,178
Carrying amount
At 30 June 2024
1,416
87,563
200,347
289,326
The company had no tangible fixed assets at 30 June 2024.
Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
- 26 -
11
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
12
-
0
1,033,048
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 4 May 2023
-
Additions
1,033,048
At 30 June 2024
1,033,048
Carrying amount
At 30 June 2024
1,033,048
12
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
Calrom Management Limited
UK
Ordinary
60.50
-
Calrom Limited
UK
Ordinary
0
60.50
Calrom PKR
Pakistan
Ordinary
0
60.50
Calrom USA
USA
Ordinary
0
60.50

Registered office addresses:

1
Chester House, Lloyd Drive, Cheshire Oaks Business Park, Ellesmere Port, Cheshire, CH659HQ
2
Chester House, Lloyd Drive, Cheshire Oaks Business Park, Ellesmere Port, Cheshire, CH659HQ
3
Office 1503 & 1504, Floor 15, Tricon Corporate Centre, 73-E Main Jail Road, Gulberg II, Lahore, 54660 Pakistan
4
660 N Carrol Avanue, Suite 110, Southlake, Taxes 76092 USA

Calrom PKR and Calrom USA are 100% owned subsidiaries of Calrom Limited, a 100% owned subsidiary of Calrom Management Limited.

Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
- 27 -
13
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
1,379,928
-
0
Corporation tax recoverable
420,915
-
0
Other debtors
80,590
-
0
Prepayments
272,278
-
0
Accrued income
719,999
2,873,710
-
14
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Bank loans
16
1,500,000
-
0
Obligations under finance leases
17
63,745
-
0
Loans due to related parties
16
8,000
8,000
Amounts due to related parties
670,566
670,556
Trade creditors
64,763
-
0
Other taxation and social security
185,120
-
Deferred income
18
3,931
-
0
Other creditors
60,364
-
Accruals
231,351
-
0
2,787,840
678,556
15
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Bank loans and overdrafts
16
4,125,000
-
0
Obligations under finance leases
17
40,010
-
0
Amounts due to related parties
425,246
425,246
4,590,256
425,246
Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
- 28 -
16
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans
5,625,000
-
0
Loans from related parties
8,000
8,000
5,633,000
8,000
Payable within one year
1,508,000
8,000
Payable after one year
4,125,000
-
0

The long-term loans are secured by fixed and floating charges over all assets plus 10% personal guarantees.

 

The bank loan is a Recovery Loan Scheme Loan Agreement for a period of 6 years.

17
Finance lease obligations
Group
Company
2024
2024
£
£
Future minimum lease payments due under finance leases:
Within one year
63,745
-
0
In two to five years
40,010
-
0
103,755
-

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 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

18
Deferred income
Group
Company
2024
2024
£
£
Other deferred income
3,931
-
19
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
544,871
Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
19
Retirement benefit schemes
(Continued)
- 29 -

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.

20
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary of 1p each
100
1
21
Profit and loss reserves
Group
Company
2024
2024
£
£
At the beginning of the period
-
-
Profit/(loss) for the period
1,797,284
(70,764)
Currency translation differences
(1,310)
-
0
At the end of the period
1,795,974
(70,764)
22
Acquisition of a business

On 16 June 2023 the group acquired 60.5 percent of the issued capital of Calrom Management Ltd.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
9,309,519
-
9,309,519
Property, plant and equipment
326,634
-
326,634
Trade and other receivables
2,318,746
-
2,318,746
Cash and cash equivalents
1,927,383
-
1,927,383
Borrowings
(6,100,000)
-
(6,100,000)
Obligations under finance leases
(97,621)
-
(97,621)
Trade and other payables
(904,608)
-
(904,608)
Tax liabilities
663,071
-
663,071
Total identifiable net assets
7,443,124
-
7,443,124
Non-controlling interests
(2,940,034)
Goodwill
(3,470,042)
Total consideration
1,033,048
Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
22
Acquisition of a business
(Continued)
- 30 -
The consideration was satisfied by:
£
Deferred consideration
1,033,048
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
9,301,728
Profit after tax
1,939,706
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
2024
£
£
Within one year
96,473
-
Between two and five years
15,782
-
112,255
-
24
Related party transactions

Transactions with entities controlled by key management personnel

 

Goods and services purchased £857,065 (2023 – £852,275).

Goods and services sold £5,448,702 (2023 – £4,554,896).

Amounts due of £NIL (2023 – £5,310) for goods and services sold.

Amounts owed of £NIL (2023 – £NIL) for goods and services received.

Included in accruals are costs payable of £NIL (2023 – £9,862.30) for goods and services received.

Included in accrued income are costs due of £405,461 (2023 – £1,100,860) for goods and services provided.

Included within creditors is an £8,000 loan which is interest free and repayable on demand.

 

The company has taken  advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. Transactions between 100% owned group entities which have been eliminated on consolidation are not disclosed within the financial statements.

 

Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
- 31 -
25
Cash generated from/(absorbed by) group operations
2024
£
Profit for the period after tax
2,562,950
Adjustments for:
Taxation credited
(183,192)
Finance costs
545,254
Investment income
(129,839)
Amortisation and impairment of intangible assets
1,493,427
Depreciation and impairment of tangible fixed assets
162,178
Movements in working capital:
Increase in debtors
(134,049)
Decrease in creditors
(359,090)
Increase in deferred income
11
Cash generated from/(absorbed by) operations
3,957,650
26
Cash generated from/(absorbed by) operations - company
2024
£
Loss for the period after tax
(70,764)
Adjustments for:
Finance costs
70,764
Decrease in provisions
(70,764)
Movements in working capital:
Increase in creditors
1,095,812
Cash generated from/(absorbed by) operations
1,025,048
27
Analysis of changes in net debt - group
4 May 2023
Cash flows
Acquisitions and disposals
Exchange rate movements
30 June 2024
£
£
£
£
£
Cash at bank and in hand
-
(358,833)
1,927,383
(1,310)
1,567,240
Borrowings excluding overdrafts
-
467,000
(6,100,000)
-
(5,633,000)
Obligations under finance leases
-
(6,134)
(97,621)
-
(103,755)
-
102,033
(4,270,238)
(1,310)
(4,169,515)
Calrom TIG Co Ltd
Notes to the group financial statements (continued)
For the period ended 30 June 2024
- 32 -
28
Analysis of changes in net debt - company
4 May 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
-
1
1
Borrowings excluding overdrafts
-
(8,000)
(8,000)
-
(7,999)
(7,999)
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