Company Registration No. 12866004 (England and Wales)
TORCHLIGHT HOLDINGS LTD
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
One Bell Lane
Lewes
East Sussex
BN7 1JU
TORCHLIGHT HOLDINGS LTD
CONTENTS
Page
Company information
1
Strategic report
2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10 - 11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 35
TORCHLIGHT HOLDINGS LTD
COMPANY INFORMATION
- 1 -
Directors
Mr J M Botting
Mrs C M Botting
Company number
12866004
Registered office
Unit 15 The Granary
Northease Farm
Rodmell
Lewes
East Sussex
BN7 3EX
Auditor
TC Group
One Bell Lane
Lewes
East Sussex
BN7 1JU
TORCHLIGHT HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The results for the year and financial position of the group are as shown in the annexed financial statements.

The group's turnover has decreased on the previous period by 7.6% when adjusting the previous periods turnover to 12 months. It should be noted that the 2023 financial statements were for a 13-month period. The group has been able to maintain a strong gross margin. The group also significantly reduced its overhead costs, to deliver an improved net profit.

The business continues to remain focused on roofing and to secure work on profitable contracts.

Principal risks and uncertainties

The directors consider the principal risks facing the group to be those associated with the construction business. These are the rising cost base and the need to retain a skilled workforce. The group maintains strong relationships with customers and suppliers to help achieve their goals, whilst also implementing and maintaining strong procedures to monitor and mitigate the risks that the business face.

Key performance indicators

The group's key performance indicators include measuring gross profit margin and that the net asset value of the group continues to grow.

                2024        2023 (13m)

Gross profit            £4,373,453    £4,680,843

Gross profit margin            32.8%        30.1%

Net Assets            £3,826,550    £2,808,177

The indicators are monitored by management against budget and prior periods on a month-to-month basis.

This report was approved by the board and signed on its behalf.

Mr J M Botting
Director
6 June 2025
TORCHLIGHT HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of industrial cladding and roofing.

Results and dividends

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

Ordinary dividends were paid amounting to £124,500. The directors do not recommend payment of a further dividend.

Directors

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

Mr J M Botting
Mrs C M Botting
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 J M Botting
Director
6 June 2025
TORCHLIGHT HOLDINGS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

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

 

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

TORCHLIGHT HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TORCHLIGHT HOLDINGS LTD
- 5 -
Opinion

We have audited the financial statements of Torchlight Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

TORCHLIGHT HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TORCHLIGHT HOLDINGS LTD
- 6 -

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 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.

TORCHLIGHT HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TORCHLIGHT HOLDINGS LTD
- 7 -
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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

 

 

 

 

TORCHLIGHT HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TORCHLIGHT HOLDINGS LTD
- 8 -

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Other matters which we are required to address

The comparative financial statements were not audited.

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.

Nicholas Rawson FCA (Senior Statutory Auditor)
For and on behalf of TC Group
Statutory Auditor
9 June 2025
Office: Lewes
TORCHLIGHT HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Year
Period
ended
ended
31 December
31 December
2024
2023
Notes
£
£
Turnover
3
13,331,047
15,541,203
Cost of sales
(8,957,594)
(10,860,360)
Gross profit
4,373,453
4,680,843
Administrative expenses
(2,827,052)
(3,205,301)
Other operating income
100
-
Operating profit
4
1,546,501
1,475,542
Interest receivable and similar income
7
49,876
22,101
Fair value movement on investment property
8
(42,371)
-
Profit before taxation
1,554,006
1,497,643
Tax on profit
9
(411,133)
(382,259)
Profit for the financial year
1,142,873
1,115,384
There was no comprehensive income in the year (2023: £Nil).
Total comprehensive income for the year is all attributable to the owners of the parent company.
TORCHLIGHT HOLDINGS LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
242,472
291,974
Investment property
12
265,000
-
0
507,472
291,974
Current assets
Debtors falling due after more than one year
15
116,660
128,690
Debtors falling due within one year
15
2,753,688
3,039,489
Cash at bank and in hand
3,250,295
2,539,741
6,120,643
5,707,920
Creditors: amounts falling due within one year
16
(2,732,121)
(3,130,077)
Net current assets
3,388,522
2,577,843
Total assets less current liabilities
3,895,994
2,869,817
Creditors: amounts falling due after more than one year
17
(3,418)
-
Provisions for liabilities
Provisions
19
20,000
32,000
Deferred tax liability
20
46,026
29,640
(66,026)
(61,640)
Net assets
3,826,550
2,808,177
Capital and reserves
Called up share capital
22
100
100
Fair value reserve
(42,371)
-
0
Profit and loss reserves
3,868,821
2,808,077
Total equity
3,826,550
2,808,177
TORCHLIGHT HOLDINGS LTD
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -

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 6 June 2025 and are signed on its behalf by:
06 June 2025
Mr J M Botting
Director
Company registration number 12866004 (England and Wales)
TORCHLIGHT HOLDINGS LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
3,246
4,242
Investment property
12
265,000
-
0
Investments
13
50
50
268,296
4,292
Current assets
Debtors falling due after more than one year
15
-
0
344,321
Debtors falling due within one year
15
39,876
878
Cash at bank and in hand
1,948,297
740,112
1,988,173
1,085,311
Creditors: amounts falling due within one year
16
(10,039)
(1,415)
Net current assets
1,978,134
1,083,896
Net assets
2,246,430
1,088,188
Capital and reserves
Called up share capital
22
100
100
Fair value reserve
(42,371)
-
0
Profit and loss reserves
2,288,701
1,088,088
Total equity
2,246,430
1,088,188

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,282,742 (2023 - £590,872 profit).

The financial statements were approved by the board of directors and authorised for issue on 6 June 2025 and are signed on its behalf by:
06 June 2025
Mr J M Botting
Director
Company registration number 12866004 (England and Wales)
TORCHLIGHT HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Fair value reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2022
100
-
0
1,753,693
1,753,793
Period ended 31 December 2023:
Profit and total comprehensive income
-
-
1,115,384
1,115,384
Dividends
10
-
-
(61,000)
(61,000)
Balance at 31 December 2023
100
-
0
2,808,077
2,808,177
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
1,142,873
1,142,873
Dividends
10
-
-
(124,500)
(124,500)
Transfers
-
(42,371)
42,371
-
Balance at 31 December 2024
100
(42,371)
3,868,821
3,826,550
TORCHLIGHT HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Fair value reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2022
100
-
0
558,216
558,316
Period ended 31 December 2023:
Profit and total comprehensive income for the period
-
-
590,872
590,872
Dividends
10
-
-
(61,000)
(61,000)
Balance at 31 December 2023
100
-
0
1,088,088
1,088,188
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
1,282,742
1,282,742
Dividends
10
-
-
(124,500)
(124,500)
Transfers
-
(42,371)
42,371
-
Balance at 31 December 2024
100
(42,371)
2,288,701
2,246,430
TORCHLIGHT HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
1,724,788
1,859,124
Income taxes paid
(560,654)
(37,560)
Net cash inflow from operating activities
1,164,134
1,821,564
Investing activities
Purchase of tangible fixed assets
(128,636)
(233,454)
Proceeds from disposal of tangible fixed assets
75,401
4,000
Purchase of investment property
(307,371)
-
Repayment of loans
(4,677)
51,422
Interest received
49,876
22,101
Net cash used in investing activities
(315,407)
(155,931)
Financing activities
Repayment of bank loans
-
(166,667)
Payment of finance leases obligations
(13,673)
30,765
Dividends paid to equity shareholders
(124,500)
(61,000)
Net cash used in financing activities
(138,173)
(196,902)
Net increase in cash and cash equivalents
710,554
1,468,731
Cash and cash equivalents at beginning of year
2,539,741
1,071,010
Cash and cash equivalents at end of year
3,250,295
2,539,741
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

Torchlight Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 15 The Granary, Northease Farm, Whiteway Lane, Rodmell, Lewes, BN7 3EX.

 

The group consists of Torchlight Holdings Limited and all of its subsidiaries.

1.1
Reporting period

These financial statements have been prepared for a 12 month period. Figures presented in the prior period financial statements including related notes are not entirely comparable having been prepared on a 13 month basis to align the financial year end with the calendar year end.

1.2
Accounting convention

The financial statements have been under the historical cost convention unless otherwise specified within these accounting policies and 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 preparation of financial statement in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Group's accounting policies.

 

The company has taken advantage of the exemption allowed under section 408 of the companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

 

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

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Torchlight Holdings 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 December 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.

TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.4
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.

1.5
Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised.

 

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

 

Revenue represents amounts receivable for goods and services net of VAT and trade discounts generated from industrial cladding and roofing.

1.6
Tangible fixed assets

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

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

Leasehold improvements
20% Straight line
Plant and equipment
20% Reducing balance
Computer equipment
33% Straight line
Motor vehicles
25% 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 is recognised in the profit and loss account.

1.7
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

 

TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.8
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.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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.

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.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.11
Financial instruments

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

 

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

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

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.

TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Basic financial liabilities

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

 

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

 

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

Derecognition of financial liabilities

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

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
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.

TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 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.

1.14
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

 

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

 

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.

TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.16
Retirement benefits

The group contributes to two defined contribution pension schemes: one for its directors and one for its staff. The schemes provide money purchase and lump sum benefits payable to members on their retirement or to their dependents on death before retirement. The assets of the schemes are held separately from those of the group in independently administered funds. Contributions charged to the defined contribution schemes are charged to the profit and loss account when they become payable.

1.17
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.

1.18

Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

 

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

 

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.

 

Profit on long term contracts is recognised as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year-end by recording turnover and related costs as contract activity progresses. Turnover and corresponding work in progress is calculated as that proportion of total contract value to which costs incurred bear to total expected costs for that contract. Full provision is made for losses on contracts in the year in which they are first foreseen.

 

TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
2
Judgements and key sources of estimation uncertainty

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

 

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

 

The main area of judgement and estimation uncertainty is in calculating the stage of completion of ongoing projects at the balance sheet date. The accrued or deferred element of the stage of completion calculations are recognised within gross amounts owed by contract customers in debtors and payments received on account in creditors.

 

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Construction contracts
13,331,047
15,541,203
2024
2023
£
£
Other revenue
Interest income
49,876
22,101

All income arose solely in the United Kingdom.

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
5,000
-
Depreciation of owned tangible fixed assets
90,338
112,953
Loss on disposal of tangible fixed assets
12,399
2,938
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
5
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
34
31
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
1,591,491
1,766,485
-
0
-
0
Social security costs
166,454
213,497
-
-
Pension costs
154,385
396,887
-
0
-
0
1,912,330
2,376,869
-
0
-
0
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
112,000
114,667
Company pension contributions to defined contribution schemes
117,140
353,000
229,140
467,667

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 1).

 

The highest paid director received remuneration of £74,000 (2023: £80,167).

 

The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £60,000 (2023: £353,000).

TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
49,791
21,087
Other interest income
85
1,014
Total income
49,876
22,101
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
49,876
22,101
8
Fair value gains and losses
2024
2023
£
£
Fair value gains/(losses) on financial instruments
Fair value movement on investment property
(42,371)
-
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
399,708
341,103
Adjustments in respect of prior periods
(4,961)
34,499
Total current tax
394,747
375,602
Deferred tax
Origination and reversal of timing differences
16,386
6,657
Total tax charge
411,133
382,259
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 26 -

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
1,554,006
1,497,643
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.17%)
388,502
347,004
Tax effect of expenses that are not deductible in determining taxable profit
15,043
756
Adjustments in respect of prior years
(4,961)
34,499
Effect of change in corporation tax rate
741
-
Deferred tax adjustments in respect of prior years
11,808
-
0
Taxation charge
411,133
382,259
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
124,500
61,000
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2024
140,956
313,145
194,131
351,343
999,575
Additions
-
0
69,624
8,662
50,350
128,636
Disposals
-
0
(26,363)
(76,317)
(218,935)
(321,615)
At 31 December 2024
140,956
356,406
126,476
182,758
806,596
Depreciation and impairment
At 1 January 2024
135,008
201,963
148,883
221,747
707,601
Depreciation charged in the year
2,306
35,079
28,563
24,390
90,338
Eliminated in respect of disposals
-
0
(20,949)
(76,317)
(136,549)
(233,815)
At 31 December 2024
137,314
216,093
101,129
109,588
564,124
Carrying amount
At 31 December 2024
3,642
140,313
25,347
73,170
242,472
At 31 December 2023
5,948
111,182
45,248
129,596
291,974
Company
Computer equipment
£
Cost
At 1 January 2024
5,879
Additions
1,444
At 31 December 2024
7,323
Depreciation and impairment
At 1 January 2024
1,637
Depreciation charged in the year
2,440
At 31 December 2024
4,077
Carrying amount
At 31 December 2024
3,246
At 31 December 2023
4,242
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
12
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 January 2024
-
-
Additions
307,371
307,371
Fair value movement in year
(42,371)
(42,371)
At 31 December 2024
265,000
265,000

The directors consider the value of the investment property as at 31 December 2024 to be the fair value. The fair value has been determined by reference to properties of a similar size, condition and location to those held by the company.

If investment properties were stated on an historical cost basis rather than a fair value basis, the amounts would have been included as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Cost
307,371
-
307,371
-
Accumulated depreciation
(6,140)
-
(6,140)
-
Carrying amount
301,231
-
301,231
-
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
50
50
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
50
Carrying amount
At 31 December 2024
50
At 31 December 2023
50
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Industrial Construction (Sussex) Limited
Unit 15 The Granary, Northease Farm, Rodmell, Lewes, East Sussex, BN7 3EX.
Ordinary
100.00
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,551,339
2,903,116
-
0
-
0
Gross amounts owed by contract customers
28,987
15,818
-
0
-
0
Amounts owed by group undertakings
-
-
34,321
-
Other debtors
115,135
80,415
5,555
878
Prepayments and accrued income
58,227
40,140
-
0
-
0
2,753,688
3,039,489
39,876
878
Amounts falling due after more than one year:
Trade debtors
116,660
128,690
-
0
-
0
Amounts owed by group undertakings
-
-
-
344,321
116,660
128,690
-
344,321
Total debtors
2,870,348
3,168,179
39,876
345,199

Within other debtors is £5,555 owed from directors. Full details of this balance are included in the Directors transactions disclosure note.

16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
18
13,674
30,765
-
0
-
0
Payments received on account
767,158
858,589
-
0
-
0
Trade creditors
1,472,389
1,465,215
-
0
-
0
Corporation tax payable
175,196
341,103
3,923
-
0
Other taxation and social security
58,132
85,878
-
-
Other creditors
98,280
95,400
-
0
-
0
Accruals and deferred income
147,292
253,127
6,116
1,415
2,732,121
3,130,077
10,039
1,415
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
18
3,418
-
0
-
0
-
0
18
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
13,674
30,765
-
0
-
0
In two to five years
3,418
-
0
-
0
-
0
17,092
30,765
-
-

Finance lease payments represent rentals payable by the company 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. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Snagging provision
20,000
32,000
-
-
Movements on provisions:
Snagging provision
Group
£
At 1 January 2024
32,000
Reversal of provision
(12,000)
At 31 December 2024
20,000
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
20
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
46,026
29,640
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
29,640
-
Charge to profit or loss
16,386
-
Liability at 31 December 2024
46,026
-
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
154,385
396,887

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.

22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
23
Operating lease commitments

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
54,411
34,760
-
-
Between two and five years
31,697
39,867
-
-
86,108
74,627
-
-
24
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
163,134
141,883
Other information

Close family members of the directors received remuneration of £16,500.

TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
25
Directors' transactions

Advances or credits have been granted by the group to its directors as follows:

Dividends totalling £120,000 (2023 - £61,000) were paid in the year in respect of shares held by the company's directors.

Advances or credits have been granted by the company to its directors as follows:

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Amounts advanced to Directors
2.25
879
4,876
85
(285)
5,555
879
4,876
85
(285)
5,555

Amounts advanced are repayable on demand.

26
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
1,142,873
1,115,384
Adjustments for:
Taxation charged
411,133
382,259
Investment income
(49,876)
(22,101)
Loss on disposal of tangible fixed assets
12,399
2,938
Depreciation and impairment of tangible fixed assets
90,338
112,953
Fair value movements
42,371
-
(Decrease)/increase in provisions
(12,000)
12,000
Movements in working capital:
Decrease/(increase) in debtors
302,508
(702,382)
(Decrease)/increase in creditors
(214,958)
958,073
Cash generated from operations
1,724,788
1,859,124
TORCHLIGHT HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
27
Analysis of changes in net funds - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
2,539,741
710,554
3,250,295
Obligations under finance leases
(30,765)
13,673
(17,092)
2,508,976
724,227
3,233,203
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