Company registration number 11814150 (England and Wales)
MCI HEALTH INVESTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
MCI HEALTH INVESTMENTS LIMITED
COMPANY INFORMATION
Director
M Chohan
Secretary
Mr DC O'Brien
Company number
11814150
Registered office
Eden Point Building B
3rd Floor Three Acres Lane
Cheadle Hulme
Cheshire
SK8 6RL
Auditor
Myers Clark
Egale 1
80 St Albans Road
Watford
Hertfordshire
WD17 1DL
MCI HEALTH INVESTMENTS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3
Independent auditor's report
4 - 7
Profit and loss account
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
Company statement of cash flows
15
Notes to the financial statements
16 - 30
MCI HEALTH INVESTMENTS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 1 -

The director presents the strategic report for the year ended 31 May 2024.

Fair Review of the Business

MCI Health Investments had two principal trading entities HTC Health Limited and Oceans Alive Limited.

The group achieved record revenue in FY24, driven by consistent growth across all core sales channels. Private Label channel growth remains the primary contributor, supported by expansion in Key Account businesses through innovation and the introduction of new formats. A continued focus on quality, service, innovation, and cost has ensured a robust and well-rounded offering for all customers.

Despite challenging trading conditions during the year, the group navigated significant disruptions. Freight rates returned to peak levels in the final quarter of FY24, exacerbated by the Houthi attacks in the Suez Canal, which diverted shipping routes around the southern tip of Africa, increasing transit times and costs. However, foreign exchange rates and raw material costs stabilized compared to FY23, providing some relief.

The group undertook a strategic decision to write off £724k of stock nearing expiry. This exceptional one-off cost was attributable to over-procurement during the pandemic. The decision also aligns with the group's strategy to phase out certain formats. Additionally, the group initiated a restructure of staff roles to align with its evolving business strategy and operational needs, ensuring the workforce is optimally positioned to support future growth. This proactive financial and organisational investment positions the group to deliver enhanced revenue and profit growth in FY25, supported by improved stock management, expiry dates, and an efficient workforce structure.

Total revenue increased by £8.6m to £36m in FY24 (FY23: £27.4m), representing a 31.4% year-on-year growth. Operating profit rose by £2.05m to £2.1m (FY23: £0.05m), with an adjusted operating profit of £2.8m before accounting for the stock write-off.

The group remains well-positioned for future success. As it enters FY25, the planned relocation to a consolidated site—housing the warehouse, office, and a new manufacturing facility—marks a significant milestone in the group's transformation. These strategic developments are already yielding improved financial performance, and the directors are confident in the company’s ability to deliver sustained growth and profitability.

The directors look forward to continued success and strong trading performance in the coming years.

Principal Risks and Uncertainties

The groups operations and financial performance are exposed to a variety of financial risks, including foreign exchange risk and credit risk. The group has in place a risk management programme for each operating company that seeks to manage the financial exposures of each company through various FX hedging techniques, and credit insurance policies.

Development and Performance

Following the transformation in FY22, which included the establishment of European operations and the implementation of new IT systems, the group has strengthened its foundation to achieve significant sales and profit growth in the coming years.

The lifting of COVID restrictions at the end of FY23 enabled the resumption of key business travel in FY24. These trips were instrumental in reinforcing the group’s presence in European markets and enhancing its supply chain. Engagements with key strategic manufacturing partners facilitated the renewal of long-term supply agreements, which are set to commence in FY25. These agreements secure the group’s exclusive and distinctive position in its core markets, ensuring long-term stability and competitive advantage.

The directors remain confident that the group offers a compelling proposition and is well-positioned to capitalise on the expanding health and wellness market both domestically and internationally.

MCI HEALTH INVESTMENTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 2 -
Key Performance Indicators

The directors consider that the key financial performance indicators are those that communicate the financial performance and strength of the group, these being EBITDA, turnover, gross profit, operating profit, and profit before taxation.

The adjusted EBITDA for the group is presented below:

 

YE 2024 £'000

YE 2023 £'000

Profit/(loss) before taxation

1,991

(604)

Depreciation and amortisation

568

546

Exceptional stock write off

724

253

Foreign currency forward contract movement

211

491

Adjusted EBITDA

3,494

686

 

Promoting the success of the Group

The directors are confident that the group’s product and service proposition is highly competitive, as well as differentiated from its competitors, which will provide the group with a good foundation for financial success. FY25 is expected to see the group deliver record revenues and forthcoming years are expected to continue this growth momentum.

 

On behalf of the board

M Chohan
Director
10 March 2025
MCI HEALTH INVESTMENTS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 3 -

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

Principal activities

The principal activity of the company and group continued to be that of supplying vitamins, minerals and supplements.

Results and dividends

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

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

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

M Chohan
Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

 

 

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

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
M Chohan
Director
10 March 2025
MCI HEALTH INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MCI HEALTH INVESTMENTS LIMITED
- 4 -
Opinion

We have audited the financial statements of MCI Health Investments Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

MCI HEALTH INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MCI HEALTH INVESTMENTS LIMITED
- 5 -
Matters on which we are required to report by exception

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

 

Arising solely from the limitation on the scope of our work relating to inventory, referred to above:

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

MCI HEALTH INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MCI HEALTH INVESTMENTS LIMITED
- 6 -

Identifying and assessing potential risks related to irregularities

 

In identified and assessing risks of material misstatement in respect of irregularities, including fraud and

non-compliance with laws and regulations, we considered the following;

 

 

 

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud. 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 company 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 the UK Companies Act and tax legislation.

 

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included the Employment law and the Health and Safety Act.

 

 

MCI HEALTH INVESTMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MCI HEALTH INVESTMENTS LIMITED
- 7 -

Audit response to risks identified

 

As a result of performing the above, we identified revenue recognition and management override of controls as a key audit matters related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter. Our procedures to respond to risks identified included the following:

 

 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

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.

For and on behalf of
28 April 2025
Myers Clark
Chartered Accountants
Statutory Auditor
Egale 1
80 St Albans Road
Watford
Hertfordshire
WD17 1DL
MCI HEALTH INVESTMENTS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MAY 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
36,030,710
27,385,296
Cost of sales
(29,492,183)
(24,039,204)
Gross profit
6,538,527
3,346,092
Distribution costs
(496,422)
(182,312)
Administrative expenses
(3,951,676)
(3,108,976)
Operating profit
4
2,090,429
54,804
Interest payable and similar expenses
7
(189,768)
(168,284)
Fair value gains and losses on foreign exchange contracts
90,392
(490,769)
Profit/(loss) before taxation
1,991,053
(604,249)
Tax on profit/(loss)
8
(522,991)
106,953
Profit/(loss) for the financial year
1,468,062
(497,296)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
MCI HEALTH INVESTMENTS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024
- 9 -
2024
2023
£
£
Profit/(loss) for the year
1,468,062
(497,296)
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
1,468,062
(497,296)
Total comprehensive income for the year is all attributable to the owners of the parent company.
MCI HEALTH INVESTMENTS LIMITED
GROUP BALANCE SHEET
AS AT
31 MAY 2024
31 May 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
9
3,170,995
3,669,272
Other intangible assets
9
-
0
489
Total intangible assets
3,170,995
3,669,761
Tangible assets
10
356,270
310,208
3,527,265
3,979,969
Current assets
Stocks
14
6,390,525
7,062,161
Debtors
15
10,339,316
7,146,457
Cash at bank and in hand
1,632,429
2,204,929
18,362,270
16,413,547
Creditors: amounts falling due within one year
16
(14,380,766)
(14,367,509)
Net current assets
3,981,504
2,046,038
Total assets less current liabilities
7,508,769
6,026,007
Provisions for liabilities
Deferred tax liability
18
84,200
69,500
(84,200)
(69,500)
Net assets
7,424,569
5,956,507
Capital and reserves
Called up share capital
20
118
118
Share premium account
3,302,107
3,302,107
Profit and loss reserves
4,122,344
2,654,282
Total equity
7,424,569
5,956,507
The financial statements were approved and signed by the director and authorised for issue on 10 March 2025
10 March 2025
M Chohan
Director
Company registration number 11814150 (England and Wales)
MCI HEALTH INVESTMENTS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2024
31 May 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
11
10,316,379
10,316,379
Current assets
Debtors
15
38,171
38,171
Cash at bank and in hand
17,060
22,109
55,231
60,280
Creditors: amounts falling due within one year
16
(3,694,946)
(3,657,127)
Net current liabilities
(3,639,715)
(3,596,847)
Net assets
6,676,664
6,719,532
Capital and reserves
Called up share capital
20
118
118
Share premium account
3,302,107
3,302,107
Profit and loss reserves
3,374,439
3,417,307
Total equity
6,676,664
6,719,532

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 £42,868 (2023 - £132,563 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 and signed by the director and authorised for issue on 10 March 2025
10 March 2025
M Chohan
Director
Company registration number 11814150 (England and Wales)
MCI HEALTH INVESTMENTS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 June 2022
100
-
0
3,031,168
3,031,268
120,410
3,151,678
Year ended 31 May 2023:
Loss and total comprehensive income
-
-
(497,296)
(497,296)
-
(497,296)
Issue of share capital
20
18
3,302,107
-
3,302,125
-
3,302,125
Purchase of shares in subsidiary from non-controlling interest
-
-
120,410
120,410
-
120,410
Other movements
-
-
-
-
(120,410)
(120,410)
Balance at 31 May 2023
118
3,302,107
2,654,282
5,956,507
-
0
5,956,507
Year ended 31 May 2024:
Profit and total comprehensive income
-
-
1,468,062
1,468,062
-
1,468,062
Balance at 31 May 2024
118
3,302,107
4,122,344
7,424,569
-
0
7,424,569
MCI HEALTH INVESTMENTS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 June 2022
100
-
0
3,284,743
3,284,843
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
-
132,564
132,564
Issue of share capital
20
18
3,302,107
-
3,302,125
Balance at 31 May 2023
118
3,302,107
3,417,307
6,719,532
Year ended 31 May 2024:
Profit and total comprehensive income
-
-
(42,868)
(42,868)
Balance at 31 May 2024
118
3,302,107
3,374,439
6,676,664
MCI HEALTH INVESTMENTS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
24
(401,612)
789,091
Interest paid
(189,768)
(168,284)
Income taxes refunded/(paid)
53,509
(190,987)
Net cash (outflow)/inflow from operating activities
(537,871)
429,820
Investing activities
Purchase of intangible assets
-
(116,238)
Proceeds from disposal of intangibles
-
17,961
Purchase of tangible fixed assets
(115,619)
(98,094)
Proceeds from disposal of tangible fixed assets
-
41,620
Net cash used in investing activities
(115,619)
(154,751)
Financing activities
Proceeds from borrowings
80,990
10,798
Net cash generated from financing activities
80,990
10,798
Net (decrease)/increase in cash and cash equivalents
(572,500)
285,867
Cash and cash equivalents at beginning of year
2,204,929
1,919,062
Cash and cash equivalents at end of year
1,632,429
2,204,929
MCI HEALTH INVESTMENTS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(5,048)
(61,094)
Interest paid
(80,991)
(85,038)
Income taxes paid
(38,171)
-
0
Net cash outflow from operating activities
(124,210)
(146,132)
Investing activities
Purchase of subsidiaries
-
0
(366,237)
Dividends received
38,171
233,383
Net cash generated from/(used in) investing activities
38,171
(132,854)
Financing activities
Proceeds from borrowings
80,990
10,798
Net cash generated from financing activities
80,990
10,798
Net decrease in cash and cash equivalents
(5,049)
(268,188)
Cash and cash equivalents at beginning of year
22,109
290,297
Cash and cash equivalents at end of year
17,060
22,109
MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
- 16 -
1
Accounting policies
Company information

MCI Health Investments Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6 Richmond House, Heath Road, Hale, Altrincham, Cheshire, WA14 2XP.

 

The group consists of MCI Health Investments 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 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.

1.2
Business combinations

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

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

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

 

All financial statements are made up to 31 May 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

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

1.4
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 17 -
1.5
Turnover

Turnover represents amounts receivable for goods net of VAT and trade discounts. Turnover from the sale of goods is recognised as the goods are delivered to the customer.

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.

1.6
Intangible fixed assets - goodwill

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

 

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

1.7
Intangible fixed assets other than goodwill

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

 

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

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

Website
4 years straight line
1.8
Tangible fixed assets

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

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

Plant and equipment
Straight line over 6 years or 25% reducing balance
Fixtures and fittings
Straight line over 3, 5 or 10 years
Computers
Straight line over 2,  3 or 4 years
Motor vehicles
Straight line over 20 years
Software
15% reducing balance

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 credited or charged to profit or loss.

MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 18 -
1.9
Fixed asset investments

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

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

1.10
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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.11
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.

1.12
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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.

MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 19 -
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.

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.

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.

1.13
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.

MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 20 -
1.14
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.

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.

1.15
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.

1.16
Retirement benefits

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

1.17
Leases

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.

2
Judgements and key sources of estimation uncertainty

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

 

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

MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 21 -
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Electronics
3,518,511
5,393,421
Supplements
32,512,199
21,991,875
36,030,710
27,385,296
2024
2023
£
£
Turnover analysed by geographical market
Europe
36,007,149
27,342,318
Rest of the world
23,561
42,978
36,030,710
27,385,296
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
296,331
(36,928)
Depreciation of owned tangible fixed assets
69,557
47,328
Amortisation of intangible assets
498,277
498,277
Loss on disposal of intangible assets
489
-
Operating lease charges
63,139
74,110
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
-
1,320
Audit of the financial statements of the company's subsidiaries
28,283
25,400
28,283
26,720
MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 22 -
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
Logistics
4
3
-
-
Other
28
24
-
-
Total
32
27
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
1,524,715
1,341,714
-
0
-
0
Social security costs
161,877
123,974
-
-
Pension costs
51,899
69,968
-
0
-
0
1,738,491
1,535,656
-
0
-
0
7
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
108,777
83,246
Other finance costs:
Other interest
80,991
85,038
Total finance costs
189,768
168,284
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
488,034
15,400
Adjustments in respect of prior periods
20,257
(143,753)
Total current tax
508,291
(128,353)
MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
8
Taxation
2024
2023
£
£
(Continued)
- 23 -
Deferred tax
Origination and reversal of timing differences
14,700
21,400
Total tax charge/(credit)
522,991
(106,953)

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

2024
2023
£
£
Profit/(loss) before taxation
1,991,053
(604,249)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
497,763
(114,807)
Tax effect of expenses that are not deductible in determining taxable profit
170,494
88,445
Tax effect of income not taxable in determining taxable profit
(9,543)
-
0
Tax effect of utilisation of tax losses not previously recognised
(102,497)
-
0
Unutilised tax losses carried forward
963
-
0
Adjustments in respect of prior years
-
0
9,410
Group relief
(54,492)
41,052
Permanent capital allowances in excess of depreciation
(14,654)
(8,700)
Under/(over) provided in prior years
20,257
(143,753)
Deferred tax
14,700
21,400
Taxation charge/(credit)
522,991
(106,953)
9
Intangible fixed assets
Group
Goodwill
Website
Total
£
£
£
Cost
At 1 June 2023
4,982,764
680
4,983,444
Disposals
-
0
(680)
(680)
At 31 May 2024
4,982,764
-
0
4,982,764
Amortisation and impairment
At 1 June 2023
1,313,492
191
1,313,683
Amortisation charged for the year
498,277
-
0
498,277
Disposals
-
0
(191)
(191)
At 31 May 2024
1,811,769
-
0
1,811,769
MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
9
Intangible fixed assets
(Continued)
- 24 -
Carrying amount
At 31 May 2024
3,170,995
-
0
3,170,995
At 31 May 2023
3,669,272
489
3,669,761
The company had no intangible fixed assets at 31 May 2024 or 31 May 2023.
10
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Software
Total
£
£
£
£
£
£
Cost
At 1 June 2023
562
161,915
254,378
47,418
17,711
481,984
Additions
-
0
4,400
30,151
81,068
-
0
115,619
At 31 May 2024
562
166,315
284,529
128,486
17,711
597,603
Depreciation and impairment
At 1 June 2023
141
80,242
89,213
-
0
2,180
171,776
Depreciation charged in the year
422
18,949
26,653
17,284
6,249
69,557
At 31 May 2024
563
99,191
115,866
17,284
8,429
241,333
Carrying amount
At 31 May 2024
(1)
67,124
168,663
111,202
9,282
356,270
At 31 May 2023
421
81,673
165,165
47,418
15,531
310,208
The company had no tangible fixed assets at 31 May 2024 or 31 May 2023.
11
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
10,316,379
10,316,379

 

MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
11
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2023 and 31 May 2024
10,316,379
Carrying amount
At 31 May 2024
10,316,379
At 31 May 2023
10,316,379
12
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
HTC Group Ltd
England
Trading Company
Ordinary
100.00
Oceans Alive Ltd
England
Trading Company
Ordinary
100.00
HTC (Far East) Ltd
England
Dormant Company
Ordinary
100.00
HTC Health Ltd
England
Dormant Company
Ordinary
100.00
13
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
211,494
301,886
-
-
14
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
6,390,525
7,062,161
-
0
-
0
MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 26 -
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
8,113,793
5,991,968
-
0
-
0
Corporation tax recoverable
38,171
150,117
38,171
38,171
Other debtors
1,889,388
781,280
-
0
-
0
Prepayments and accrued income
297,964
223,092
-
0
-
0
10,339,316
7,146,457
38,171
38,171
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
17
7,188,158
7,107,168
3,688,158
3,607,168
Trade creditors
4,755,268
4,275,882
-
0
-
0
Corporation tax payable
488,025
38,171
-
0
38,171
Other taxation and social security
727,307
865,797
1,396
1,396
Derivative financial instruments
211,494
301,886
-
0
-
0
Other creditors
10,083
1,120,843
-
0
-
0
Accruals and deferred income
1,000,431
657,762
5,392
10,392
14,380,766
14,367,509
3,694,946
3,657,127
17
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
7,188,158
7,107,168
3,688,158
3,607,168
Payable within one year
7,188,158
7,107,168
3,688,158
3,607,168

MCI Health Investment Ltd has a loan with its parent company with a balance of £3,688,158 at the year end (2023 - £3,607,168). The loan has no fixed repayment date. There is interest of 2.25% charged on the loan.

 

HTC Group Ltd has a loan with a company under the same control, with a balance of £3,500,000 at the year end (2023 - £3,500,000). The loan has no fixed repayment date. There is interest of 2% charged on the loan.

 

MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 27 -
18
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
84,200
69,500
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 June 2023
69,500
-
Charge to profit or loss
14,700
-
Liability at 31 May 2024
84,200
-

 

19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
51,899
69,968

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
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
118,000 ordinary shares of 0.1p each
118,000
118,000
118
118
MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 28 -
21
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
326,448
17,147
-
-
Between two and five years
1,292,340
40,350
-
-
In over five years
1,615,425
-
-
-
3,234,213
57,497
-
-
22
Related party transactions
Transactions with related parties

During the year, HTC Group Ltd made provision for donations of £136,128 (2023 - £80,455) to a charity under the same control as the group.

 

During the year, Oceans Alive Ltd made donations of £nil (2023 - £3,500) to a charity under the same control as the group.

 

During the year, HTC Group Ltd made sales of £1,207,778 (2023 - £369,064) to a company under the same control. At the year-end there was an outstanding balance owed from this company to HTC Group Ltd of £1,476,486 (2023 - £625,276).

 

During the year, Oceans Alive Ltd made sales of £5,065 (2023 - £52,821) to a company under the same control, and purchases of £1,939 (2023 - £nil). At the year-end there was an outstanding balance owed from this company to Oceans Alive of £192,575 (2023 - £20,433).

 

23
Controlling party

The ultimate controlling company is MCI Limited, a company incorporated and registered in Isle of Man.

The ultimate controlling party is Mohsin Chohan.

MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 29 -
24
Cash (absorbed by)/generated from group operations
2024
2023
£
£
Profit/(loss) for the year after tax
1,468,062
(497,296)
Adjustments for:
Taxation charged/(credited)
522,991
(106,953)
Finance costs
189,768
168,284
Loss on disposal of intangible assets
489
-
Fair value (gain)/loss on foreign exchange contracts
(90,392)
490,769
Amortisation and impairment of intangible assets
498,277
498,277
Depreciation and impairment of tangible fixed assets
69,557
47,328
Movements in working capital:
Decrease in stocks
671,636
1,574,255
Increase in debtors
(3,304,805)
(2,600,602)
(Decrease)/increase in creditors
(427,195)
1,215,029
Cash (absorbed by)/generated from operations
(401,612)
789,091
25
Cash absorbed by operations - company
2024
2023
£
£
(Loss)/profit for the year after tax
(42,868)
132,564
Adjustments for:
Finance costs
80,991
85,038
Investment income
(38,171)
(233,383)
Movements in working capital:
Decrease in creditors
(5,000)
(45,313)
Cash absorbed by operations
(5,048)
(61,094)
MCI HEALTH INVESTMENTS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 30 -
26
Analysis of changes in net debt - group
2024
£
Opening net funds/(debt)
Cash and cash equivalents
2,204,929
Loans
(7,107,168)
(4,902,239)
Changes in net debt arising from:
Cash flows of the entity
(563,098)
Closing net funds/(debt) as analysed below
(5,465,337)
Closing net funds/(debt)
Cash and cash equivalents
1,632,429
Loans
(7,188,158)
(5,555,729)
27
Analysis of changes in net debt - company
2024
£
Opening net funds/(debt)
Cash and cash equivalents
22,109
Loans
(3,607,168)
(3,585,059)
Changes in net debt arising from:
Cash flows of the entity
(86,039)
Closing net funds/(debt) as analysed below
(3,671,098)
Closing net funds/(debt)
Cash and cash equivalents
17,060
Loans
(3,688,158)
(3,671,098)
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