Company registration number 07944400 (England and Wales)
FERNWOOD PROPERTY  LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
FERNWOOD PROPERTY  LIMITED
COMPANY INFORMATION
Directors
K E Cressey
C E H Holehouse
R P Holehouse
Secretary
J Skinner
Company number
07944400
Registered office
Fernwood House
Fernwood Drive
Main Road
Watnall
Nottingham
NG16 1LA
Auditor
UHY Hacker Young
14 Park Row
Nottingham
NG1 6GR
FERNWOOD PROPERTY  LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
FERNWOOD PROPERTY  LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -

The directors present the strategic report for the year ended 30 September 2024.

Review of the business

The company was incorporated to construct an office development on land which, due to planning restrictions, could not be utilised by the core haulage or workshop business. The Field House office development remained fully let during the year. Construction of Headstocks Industrial Park was completed in May 2024. Marketing of the 22 industrial units sized between 2,500 and 30,000 square feet continues and 21 out of the 22 Industrial Units have now been Let. One 15,000 sq. ft. Unit remains.

The directors consider the KPIs for the business to be return on investment asset value. Whilst caution remains regarding the current strength of the market for office space, the directors feel that the property has remained at the same value during the year.

The position of the company as at 30 September 2023 shows an increase in net current liabilities from £8,002,390 to £10,900,788 due to increases in further development and investment into the company's assets. Net assets have increased since the previous year from £829,127 to £881,751.

Fernwood Property was statutory demerged from Fernwood Group in August 2024.

Principal risks and uncertainties

The directors consider the principal risk of the business is that the property is not fully occupied. Field House became fully occupied during 2018. However the directors are mindful that there continues to be a risk that tenants may vacate during the lease and not renew at the end of the agreement, particularly given the increase in drive to work from home as a result of business' reducing expenditure to mitigate the pressures placed on UK companies from the cost of living crisis. However, the flexible layout of the office space continues to make the office space attractive, even in a declining market. There has been positive initial interest in Headstocks Industrial Park, which is now 85% let.

 

Following the UK's exit from the European Union, the directors are satisfied that the implications and impact that this may have upon the company are manageable and will not significantly impact on the performance of the company.

On behalf of the board

R P Holehouse
Director
28 April 2025
FERNWOOD PROPERTY  LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -

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

Principal activities

The principal activity of the company is that of the letting and operating of own or leased real estate.

Results and dividends

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

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

Directors

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

K E Cressey
C E H Holehouse
R P Holehouse
Auditor

In accordance with the company's articles, a resolution proposing that UHY Hacker Young be reappointed as auditor of the company will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

FERNWOOD PROPERTY  LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -
Statement of disclosure to auditor

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

On behalf of the board
R P Holehouse
Director
28 April 2025
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FERNWOOD PROPERTY  LIMITED
- 4 -
Opinion

We have audited the financial statements of Fernwood Property Limited (the 'company') for the year ended 30 September 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FERNWOOD PROPERTY  LIMITED (CONTINUED)
- 5 -

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FERNWOOD PROPERTY  LIMITED (CONTINUED)
- 6 -
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.

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit.

We assessed the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations by considering the following:

- The nature of the industry and the business performance

- Discussions with directors and management and consideration of their policies and procedures for identifying non-compliance or detecting and responding to the risks of fraud.

 

Based on the results of our risk assessment we designed our audit procedures to identify fraud and non-compliance with such laws and regulations identified above.

- We reviewed disclosures in the financial statements and verified to supporting documentation

- We considered the risk of fraud through management override of controls, and in response we incorporated testing of manual journals throughout our audit approach.

- We performed analytical procedures to identify any usual or unexpected trends or relationships that may indicate risks of material misstatements due to fraud.

- We made enquiries into management of any actual and potential litigation and claims.

 

There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FERNWOOD PROPERTY  LIMITED (CONTINUED)
- 7 -

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.

David Allum
Senior Statutory Auditor
For and on behalf of UHY Hacker Young
30 April 2025
Chartered Accountants
Statutory Auditor
FERNWOOD PROPERTY  LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
-
-
Administrative expenses
(200,058)
(95,081)
Other operating income
414,391
222,032
Profit before taxation
214,333
126,951
Tax on profit
5
(161,709)
(3,173)
Profit for the financial year
52,624
123,778

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

FERNWOOD PROPERTY  LIMITED
BALANCE SHEET
AS AT 30 SEPTEMBER 2024
30 September 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investment property
6
11,950,850
8,838,119
Current assets
Debtors
7
223,831
39,856
Cash at bank and in hand
212,451
-
0
436,282
39,856
Creditors: amounts falling due within one year
8
(11,337,070)
(8,042,246)
Net current liabilities
(10,900,788)
(8,002,390)
Total assets less current liabilities
1,050,062
835,729
Provisions for liabilities
Deferred tax liability
9
168,311
6,602
(168,311)
(6,602)
Net assets
881,751
829,127
Capital and reserves
Called up share capital
10
2
2
Revaluation reserve
189,733
189,733
Profit and loss reserves
692,016
639,392
Total equity
881,751
829,127
The financial statements were approved by the board of directors and authorised for issue on 28 April 2025 and are signed on its behalf by:
C E H Holehouse
Director
Company registration number 07944400 (England and Wales)
FERNWOOD PROPERTY  LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 10 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 October 2022
2
189,733
515,614
705,349
Year ended 30 September 2023:
Profit and total comprehensive income for the year
-
-
123,778
123,778
Balance at 30 September 2023
2
189,733
639,392
829,127
Year ended 30 September 2024:
Profit and total comprehensive income for the year
-
-
52,624
52,624
Balance at 30 September 2024
2
189,733
692,016
881,751
FERNWOOD PROPERTY  LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 11 -
1
Accounting policies
Company information

Fernwood Property Limited is a private company limited by shares incorporated in England and Wales. The registered office is Fernwood House, Fernwood Drive, Main Road, Watnall, Nottingham, NG16 1LA.

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.

 

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

 

- The requirements of Section 7 Statement of Cash Flows;

- The requirement of paragraph 33.7.

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
Going concern

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

1.3
Investment properties

The investment property is shown at its most recent valuation. Any aggregate surplus or deficit arising from a change in fair value is recognised as a profit or loss in the income statement but transferred to a non-distributable reserve (revaluation reserve) to represent non-distributable earnings.

 

In the previous accounting period the business acquired land for development, which together with associated costs of development continue to be held at cost while the development is under construction.

1.4
Financial instruments
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.

FERNWOOD PROPERTY  LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 12 -
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 company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 company’s contractual obligations expire or are discharged or cancelled.

1.5
Taxation

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

FERNWOOD PROPERTY  LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Current tax

The tax currently payable is based on taxable profit for the year. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

 

Full provision is made for deferred tax assets and liabilities arising from timing differences between the recognition of gains and losses in the accounts and their recognition for tax purposes.

1.6
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.

2
Judgements and key sources of estimation uncertainty

The following judgements (apart from those involving estimates) have been made in the process of applying the above accounting policies that have had a significant effect on amounts recognised in the financial statements:

 

- Investment Property

The fair value of the investment property is recognised on an annual basis by the Management. Management's judgement of any change in fair value is based on the rental achieved from the currently let units and the expected average yield for properties in a similar sector and area.

 

There are no key assumptions concerning the future or other key sources of estimation uncertainty at the reporting date that would have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

3
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
3,000
3,000
FERNWOOD PROPERTY  LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 14 -
4
Employees

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

2024
2023
Number
Number
Total
-
0
-
0

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
11,229
-
0

There are no actual employees who work full-time for the business. The wages and salaries expense comprises a proportion of a member of Fernwood Fuels Limited's staff who helps with the management of the business.

FERNWOOD PROPERTY  LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 15 -
5
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
161,709
3,173

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

2024
2023
£
£
Profit before taxation
214,333
126,951
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.00%)
53,583
27,929
Tax effect of expenses that are not deductible in determining taxable profit
-
0
639
Adjustments in respect of prior years
-
0
379
Group relief
77,709
(25,774)
Other non-reversing timing differences
30,417
-
0
Taxation charge for the year
161,709
3,173
6
Investment property
2024
£
Fair value
At 1 October 2023
8,838,119
Additions through external acquisition
3,112,731
At 30 September 2024
11,950,850

The investment property was valued on a fair value basis on 30 September 2021 by the directors. This was based on commercial property growth indexes for the region.

 

The directors believe the current valuation of £11,950,850 is a fair value as at 30 September 2024.

FERNWOOD PROPERTY  LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 16 -
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
167,056
-
0
Other debtors
11,202
2
Prepayments and accrued income
45,573
39,854
223,831
39,856
8
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
-
0
7,135,270
Taxation and social security
31,029
-
0
Other creditors
11,053,397
-
0
Accruals and deferred income
252,644
906,976
11,337,070
8,042,246
9
Deferred taxation

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

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
168,311
6,602
2024
Movements in the year:
£
Liability at 1 October 2023
6,602
Charge to profit or loss
161,709
Liability at 30 September 2024
168,311
FERNWOOD PROPERTY  LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 17 -
10
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2
11
Operating lease commitments
Lessor

At the reporting end date the company had contracted with tenants for the following minimum lease payments:

2024
2023
£
£
Within one year
515,430
147,223
Between two and five years
1,248,729
115,789
1,764,159
263,012
12
Capital commitments

Amounts contracted for but not provided in the financial statements:

2024
2023
£
£
Acquisition of tangible fixed assets
-
2,992,059
13
Related party transactions

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 transaction with wholly owned subsidiaries within the group.

14
Ultimate controlling party

The immediate and ultimate parent undertaking is Fernwood Property Holdings Limited. Fernwood Property Holdings Limited is controlled ultimately by The Roger Holehouse 2005 Trust.

 

A copy of the parent company's financial statements can be obtained from Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.

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