Company Registration No. 09591881 (England and Wales)
BROUGHTON HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
BROUGHTON HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr Michael Fenton
Mr Liam Ablewhite
Company number
09591881
Registered office
Coach House, Broughton Hall
Broughton
Nr. Eccleshall
Staffordshire
ST21 6NS
Auditor
DJH Audit Limited
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
BROUGHTON HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' responsibilities statement
3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 38
BROUGHTON HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -
The directors present the strategic report for the year ended 30 September 2024.
Fair review of the business
The top line performance of the consolidated Group has fallen during the period, with revenues decreasing to £26.7m (2023: £46.9m). The group was loss making before the impact of currency translation differences with a loss of £13.9m (2023: profit of £1.6m) and the additional negative currency translation movements of £16.0m in the period meant that the total comprehensive income for the period was a loss of £29.9m (2023: profit of £10.4m). The net asset position of the Group therefore decreased to £127.9m (2023: £158.6m) as a result of this deficit. The Group continues to heavily invest in its ongoing property developments and R&D businesses and so the Directors are comfortable with this trajectory and are satisfied that the true value of the Group is significantly in excess of the book values reported. The Group remains reliant on its shareholder who provides funding which is reflected in the loan facilities recorded in the balance sheet.
Principal risks and uncertainties, and financial instruments
Price risk
The company's principal risk is the recoverability of its investments held. The Group is able to adequately support itself and its subsidiaries to complete the developments within a reasonable timeframe. Uncertainty around the price of raw materials price increases have largely been mitigated by the group's subsidiaries due to fixed price contracts.
Liquidity and cash flow risk
The Group continues to require funding and financial support from its ultimate controlling party. Should this support be withdrawn then the Group would be unable to meet its liabilities. The ultimate controlling party has indicated his willingness to continue supporting the Group.
Currency risk
The Group is exposed to foreign exchange rate risk on the French property developments. The risk is not currently hedged through formal hedging arrangements. The directors continue to monitor this risk.
Credit risk
The Group contains a subsidiary company who's Directors and Credit Committee frequently review and monitor the individual risk profile of their loan book using their commercial expertise and regular independent reporting where appropriate. They maintain a prudent approach to accepting a new business and ensure due diligence is conducted thoroughly.
Key performance indicators
Given the nature of the businesses, the Company's directors are of the opinion that analysis using other KPIs aside from revenue, profitability and net assets are not necessary to understand the performance or position of the Group.
BROUGHTON HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
Section 172(1) Statement
The directors consider, both individually and collectively, that in the decisions taken during the financial year they have satisfied the requirements of section 172 of the Companies Act 2006 (“s172”) in performing their duties, to promote the success of the group for the benefit of its members, as a whole, and in doing so having regard to the stakeholders and matters outlined in that section which will have an impact on the long-term success of the group.
The directors recognise that they have an important role in assessing and monitoring that the desired culture is embedded in the values, attitudes and behaviours that the company demonstrates, including our activities and stakeholder relationships.
When making decisions, each director ensures that they consider, in good faith, what would most likely promote the company’s success for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
the likely consequences of any decision in the long term, by setting the regular process of budgeting and reforecasting over the short term in the context of the longer-term strategic plan.
the interests of the group’s employees, as the directors recognise that employees are fundamental and core to our business and the delivery of our strategic ambitions. The success of our business is dependent upon attracting, retaining and motivating employees and ensuring that we remain a responsible employer.
the need to foster the group’s business relationships with suppliers, customers and others, to develop strong, mutually beneficial relationships to deliver our strategy.
the impacts of the group’s operations on the community and the environment, the directors seek to recognise the effects of their long-term decisions, and the ongoing operational activities in the context of the communities in which it operates, as well as the environment in general.
the desirability of the group maintaining a reputation for high standards of business conduct, and in recognising that the group needs to provide its solutions and services in ways which are economically, environmentally and socially responsible and seeks to make its long-term decisions and undertake its daily operations in that context.
the need to act fairly between members of the group, and after consideration of all the relevant factors as outlined above, the directors consider which course of action best enables the delivery of their strategy through the long-term, taking into consideration the impact on stakeholders.
Mr Michael Fenton
Director
27 June 2025
BROUGHTON HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
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.
BROUGHTON HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 30 September 2024.
Principal activities
The group undertakes a variety of activities, but these primarily encompass super prime property developments in the UK and France, research and development businesses encompassing marine outboards and software, the ownership of commercial property sites in the UK and a business which provides finance solutions.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference 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:
Mr Michael Fenton
Mr Liam Ablewhite
Business relationships
The board recognises that it is essential to build relationships and partner with our customers, suppliers and strategic partners. We engage with these stakeholders in an honest and ethical manner, promoting transparency in all that we do. We maintain a good and constant level of communications with all key stakeholders, particularly our employees, customers and suppliers and keep abreast of all relevant legislation in order to understand the issues to which we must have regard and act upon.
Future developments
Following the group reorganisation conducted within the prior period, the group has no immediate plans to bring in more entities belonging to the ultimate controlling party into the group structure.
Management will continue to execute their strategies in order to bring the various construction and development projects within the group to fruition.
Auditor
DJH Audit Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Energy and carbon report
As the company and group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under the SECR carbon reporting regulations and is not required to report on its emissions, energy consumption or energy efficiency activities. The wider group is not required to disclose its carbon reporting due to the size of its subsidiaries.
Strategic report
The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of financial instruments.
BROUGHTON HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 5 -
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
Mr Michael Fenton
Director
27 June 2025
BROUGHTON HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BROUGHTON HOLDINGS LIMITED
- 6 -
Opinion
We have audited the financial statements of Broughton Holdings Limited (the 'parent company') and its subsidiaries ('the group') for the year ended 30 September 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:
give a true and fair view of the state of the group's and the parent company's affairs as at 30 September 2024 and of the group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 or the 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.
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.
BROUGHTON HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BROUGHTON HOLDINGS LIMITED
- 7 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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.
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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
BROUGHTON HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BROUGHTON HOLDINGS LIMITED
- 8 -
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions; and
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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.
BROUGHTON HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BROUGHTON HOLDINGS LIMITED
- 9 -
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.
Stacey Parr (Senior Statutory Auditor)
For and on behalf of DJH Audit Limited
27 June 2025
Accountants
Statutory Auditor
The Glades
Festival Way
Festival Park
Stoke-on-Trent
Staffordshire
ST1 5SQ
BROUGHTON HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
26,679,834
46,865,144
Cost of sales
(15,428,912)
(17,275,938)
Gross profit
11,250,922
29,589,206
Administrative expenses
(24,554,027)
(32,627,634)
Other operating income
4,253,734
199,311
Operating loss
4
(9,049,371)
(2,839,117)
Interest receivable and similar income
8
278,356
842,705
Interest payable and similar expenses
9
(1,427,857)
Fair value gains and losses on investment properties
13
(2,878,058)
3,558,739
(Loss)/profit before taxation
(13,076,930)
1,562,327
Tax on (loss)/profit
10
(827,194)
(Loss)/profit for the financial year
(13,904,124)
1,562,327
Currency translation differences
25
(16,018,270)
8,788,839
Total comprehensive income for the year
(29,922,394)
10,351,166
(Loss)/profit for the financial year is attributable to:
- Owners of the parent company
(13,989,525)
1,330,488
- Non-controlling interests
85,401
231,839
(13,904,124)
1,562,327
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(30,007,795)
10,119,327
- Non-controlling interests
85,401
231,839
(29,922,394)
10,351,166
BROUGHTON HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
6,414,558
8,017,542
Other intangible assets
11
10,642,373
12,371,161
Total intangible assets
17,056,931
20,388,703
Tangible assets
12
28,983,572
19,022,862
Investment properties
13
25,550,001
28,285,000
Investments
14
3,052,601
3,052,601
74,643,105
70,749,166
Current assets
Stocks
16
818,338,652
735,845,810
Debtors falling due after more than one year
17
28,128,362
39,428,162
Debtors falling due within one year
17
59,319,436
49,686,592
Investments
18
30,117,506
Cash at bank and in hand
13,094,977
10,429,492
948,998,933
835,390,056
Creditors: amounts falling due within one year
19
(855,488,602)
(697,443,990)
Net current assets
93,510,331
137,946,066
Total assets less current liabilities
168,153,436
208,695,232
Creditors: amounts falling due after more than one year
20
(39,414,019)
(50,110,615)
Provisions for liabilities
Deferred tax liability
827,194
(827,194)
-
Net assets
127,912,223
158,584,617
Capital and reserves
Called up share capital
23
177,266,651
177,266,651
Other reserves
25
6,640,997
22,659,267
Non-distributable profits reserve
26
(1,284,812)
1,593,246
Distributable profit and loss reserves
(53,303,664)
(42,192,197)
Equity attributable to owners of the parent company
129,319,172
159,326,967
Non-controlling interests
(1,406,949)
(742,350)
127,912,223
158,584,617
BROUGHTON HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
30 SEPTEMBER 2024
30 September 2024
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 27 June 2025 and are signed on its behalf by:
27 June 2025
Mr Michael Fenton
Director
BROUGHTON HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024
30 September 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
249,397,965
234,064,943
Current assets
Debtors
17
331,712,598
270,457,453
Cash at bank and in hand
71,219
161,103
331,783,817
270,618,556
Creditors: amounts falling due within one year
19
(362,876,672)
(307,577,268)
Net current liabilities
(31,092,855)
(36,958,712)
Net assets
218,305,110
197,106,231
Capital and reserves
Called up share capital
23
177,266,651
177,266,651
Share premium account
24
8,664,090
8,664,090
Distributable profit and loss reserves
32,374,369
11,175,490
Total equity
218,305,110
197,106,231
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 and total comprehensive income for the year was £21,198,879 (2023 - £14,185,893 profit).
The financial statements were approved by the board of directors and authorised for issue on 27 June 2025 and are signed on its behalf by:
27 June 2025
Mr Michael Fenton
Director
Company Registration No. 09591881
BROUGHTON HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 14 -
Share capital
Other reserves
Non-distri-butable profits
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
£
£
Balance at 1 October 2022
177,266,651
13,870,428
(1,965,493)
(39,963,946)
149,207,640
(974,189)
148,233,451
Year ended 30 September 2023:
Profit and total comprehensive income for the year (as restated)
-
8,788,839
3,558,739
(2,228,251)
10,119,327
231,839
10,351,166
Balance at 30 September 2023
177,266,651
22,659,267
1,593,246
(42,192,197)
159,326,967
(742,350)
158,584,617
Year ended 30 September 2024:
Loss and total comprehensive income for the year
-
(16,018,270)
(2,878,058)
(11,111,467)
(30,007,795)
85,401
(29,922,394)
Redemption of share capital by non-controlling interest
-
-
-
-
-
(750,000)
(750,000)
Balance at 30 September 2024
177,266,651
6,640,997
(1,284,812)
(53,303,664)
129,319,172
(1,406,949)
127,912,223
BROUGHTON HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 October 2022
177,266,651
8,664,090
(3,010,403)
182,920,338
Year ended 30 September 2023:
Profit and total comprehensive income for the year
-
-
14,185,893
14,185,893
Balance at 30 September 2023
177,266,651
8,664,090
11,175,490
197,106,231
Year ended 30 September 2024:
Profit and total comprehensive income for the year
-
-
21,198,879
21,198,879
Balance at 30 September 2024
177,266,651
8,664,090
32,374,369
218,305,110
BROUGHTON HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
29
(103,219,113)
(80,285,029)
Income taxes refunded/(paid)
1,274
(203)
Net cash outflow from operating activities
(103,217,839)
(80,285,232)
Investing activities
Purchase of investments
(30,117,506)
-
Purchase of intangible assets
(103,842)
(73,367)
Purchase of tangible fixed assets
(1,959,562)
(1,830,138)
Additions to Investment Property
(143,059)
(2,201,261)
Net receipts/(advances) for external loans receivable
(11,997,157)
(3,378,383)
Interest received
1,378,176
842,705
Net cash used in investing activities
(42,942,950)
(6,640,444)
Financing activities
Redemption of shares
(750,000)
Proceeds from borrowings
38,304,246
57,610,682
Proceeds of new bank loans
111,272,028
30,558,618
Net cash generated from financing activities
148,826,274
88,169,300
Net increase in cash and cash equivalents
2,665,485
1,243,624
Cash and cash equivalents at beginning of year
10,429,492
9,185,868
Cash and cash equivalents at end of year
13,094,977
10,429,492
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 17 -
1
Accounting policies
Company information
Broughton Holdings Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is Coach House, Broughton Hall, Broughton, Nr. Eccleshall, Staffordshire, ST21 6NS.
The group consists of Broughton Holdings Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties measured at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
1.2
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. Investments in subsidiaries are accounted for at cost less impairment.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Broughton Holdings Limited together with all entities controlled by the parent company (its subsidiaries - see note 16).
All financial statements are made up to 30 September 2024, with the exception of Lyme Properties and Prime London Holdings 11 Limited and their subsidiaries which are made up to 31 December 2024 and suitable adjustments have been made to align their results with that of the consolidated group. 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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.4
Going concern
The accounts have been prepared on a going concern basis. Having carried out a detailed review of the Group’s resources and the challenges presented by the current economic climate, the directors are satisfied that the Group has sufficient cash flows to meet its liabilities as they fall due for a period of at least one year from the date of approval of the accounts. This is however dependant on the ultimate controlling party not seeking repayment of the amounts due to him in this period. The ultimate controlling party has indicated his intention to continue to make available such funds as are needed by the Group to meet its liabilities as they fall due in the form of a written support letter.
As with any company placing reliance on its ultimate controlling party for financial support, the Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of the financial statements, they have no reason to believe that it will not do so.
1.5
Turnover
Sale of goods and property is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
External loan interest and fees receivable represents interest received and receivable from loans advanced and other fees associated with loans advanced in respect of finance services provided to customers.
Rental income from investment property leased out under an operating lease is recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income over the life of the lease.
Other turnover primarily relates to revenue recognised in respect of development income, consultancy fees and commissions earned during the year with respect to the development of software solutions, exclusive of value added tax and trade discounts. It also includes consultancy fees charged to related parties that are not within the group structure.
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
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.7
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.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.8
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:
Software
4 year straight line basis
Patents & licences
10 year straight line basis
1.9
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:
Freehold land and buildings
10 years straight line on cost
Plant and equipment
5 years straight line
Fixtures and fittings
4-5 years straight line
Computers
4-5 years straight line
Motor vehicles (cars and vans)
5 years straight line
Motor vehicles (yacht)
20 years straight line
Freehold land and assets in the course of construction are not depreciated.
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.
During the year ended 30 September 2024, the group changed its estimate of the residual value of motor vehicles included in Titania 2012 Limited. This change resulted in a write back of depreciation of £9,086,925. The estimated impact of future periods is a decrease in depreciation expenses.
1.10
Investment properties
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.
1.11
Fixed asset investments
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.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.12
Borrowing costs related to fixed assets
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
1.13
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.14
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.
1.15
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.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.16
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 22 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.17
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.
1.18
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.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 23 -
1.19
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.
1.20
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.21
Foreign exchange
Transactions in currencies other than pound sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
The individual financial statements of each group company are presented in its functional currency. For the purpose of the consolidated financial statements, the results are presented in Sterling.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated from their functional currency to Sterling using the closing exchange rate. Income and expenses are translated using the annual average rate for the period. Exchange differences arising on the translation of group companies are recognised in other comprehensive income and are not reclassified to profit or loss.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 24 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements and estimates
The following estimates and assumptions have had the most significant effect on amounts recognised in the financial statements:
Impairment of loans receivable
The Group makes an estimate of the recoverable value of loans receivable in the finance solutions business. They are initially recorded at transaction price and subsequently measured at amortised cost using the effective interest rate method, less any provision for impairment. Management review all the loans on a case by case basis to understand the position of the underlying project the loan is secured against, the financial position of the borrower and utilise general sector knowledge to ascertain whether an impairment may be appropriate. Where possible, management uses genuine evidence of non performance during the financial year or prior to the date of signing of the financial statements to inform this process although this is not always feasible.
Impairment of tangible and intangible assets
Both tangible and intangible fixed assets are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is indication of impairment, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Useful economic lives of tangible and intangible assets
The annual depreciation/amortisation charge for tangible/intangible assets is sensitive to changes in the estimated useful economic lives and estimated useful economic lives of the assets. The useful economic lives are re-assessed annually. They represent management's best estimate of the period over which the economic benefits of the asset will be consumed and will be amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Valuation of investment property
Investment properties are held at fair value. Management of the company carry out annual assessments of the value of the properties on an open market value basis. They consider the condition, letting status and local marketplace for each property and generate an estimate of expected yield to arrive at a valuation.
Impairment of investment in subsidiaries
In the Parent Company's individual accounts, investments in subsidiaries are measured at cost less accumulated impairment. They are reviewed for impairment at each reporting date. Factors taken into consideration include the economic viability and expected future financial performance of the subsidiary.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 25 -
Impairment of stocks
The Group holds significant stock balances which largely represent property developments in the UK and France. The assets are held at the lower of cost or net realisable value (NRV). Management assesses these projects annually for impairment by estimating the NRV. This process involves taking the forecast cost to complete on each project and factoring in estimated sales prices, which are typically supported by assessments made by third party agents based on their local market knowledge and the forecast output on the completed scheme. If the current cost held in the accounts plus the forecast cost to complete is less than the forecast sales outturn less costs to sell then the stock will be impaired. No such impairments have been required to date but there is a chance that if either of these variables move significantly, impairment may be required.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sale of inventory (property)
7,022,394
29,314,173
External loan interest and fees receivable
10,766,886
8,639,602
Rental income
883,321
642,357
Charter income
7,177,233
7,069,755
Other
830,000
1,199,256
26,679,834
46,865,143
2024
2023
£
£
Other revenue
Interest income
278,356
842,705
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
12,480,207
10,481,215
France
7,022,394
29,314,173
Rest of World
7,177,233
7,069,755
26,679,834
46,865,143
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 26 -
4
Profit Before Taxation
2024
2023
£
£
Profit before taxation for the year is stated after charging/(crediting):
Exchange gains
(487,391)
(526,643)
Research and development costs
10,195,935
7,064,578
Depreciation of owned tangible fixed assets
(8,004,848)
2,835,061
Amortisation of intangible assets
3,435,614
3,425,595
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
16,750
15,000
Audit of the financial statements of the company's subsidiaries
97,574
93,880
114,324
108,880
Subsidiary audit exemption
The following subsidiaries are claiming exemption from audit under Section 479A of the Companies Act 2006:
Caudwell Properties (100) Ltd - registered number 06698255
Caudwell Properties (107) Ltd - registered number 07046059
Caudwell Properties (110) Ltd - registered number 07887187
JDC Investments Limited - registered number 07659108
JDC Investments (USA) Ltd - registered number 07789589
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
United Kingdom
108
93
12
12
Europe
16
18
-
-
Total
124
111
12
12
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
6
Employees
(Continued)
- 27 -
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
9,824,550
10,416,038
1,071,847
1,117,575
Social security costs
1,154,242
641,552
137,890
143,718
Pension costs
370,846
165,721
56,824
49,096
11,349,638
11,223,311
1,266,561
1,310,389
Included in the above amounts are employee costs which have been capitalised in the Inventory balance in Caudwell Properties (109) Ltd. Such capitalised staff costs total £3,260,926 for 2024 and £3,540,161 for 2023.
7
Directors' remuneration
Included within the amounts in note 7 are directors' emoluments of:
2024
2023
£
£
Directors' emoluments
530,000
622,755
Company pension contributions to defined contribution schemes
12,000
9,333
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
408,000
308,000
Two directors were accruing pension benefits under a defined contribution scheme during the period.
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
278,345
842,701
Other interest income
11
4
Total income
278,356
842,705
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 28 -
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
1,427,857
-
10
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
827,194
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
(Loss)/profit before taxation
(13,076,930)
1,562,327
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 22.00%)
(3,269,233)
343,712
Tax effect of expenses that are not deductible in determining taxable profit
413,242
587,161
Tax effect of income not taxable in determining taxable profit
4,441,597
(1,465,750)
Unutilised tax losses carried forward
4,959,486
176,219
Group relief
(3,828,141)
(188,949)
Depreciation
(2,039,211)
538,819
Capital allowances
(308,676)
(245,567)
Amortisation on assets not qualifying for tax allowances
458,130
400,950
Use of brought forward losses
-
(146,595)
Taxation charge
827,194
-
At the balance sheet date the group had unutilised tax losses carried forward of £42,855,115. Deferred tax is not recognised in respect of these carried forward losses within these financial statements as the timing of when or probability that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits is uncertain.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 29 -
11
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Film Productions
Total
£
£
£
£
£
Cost
At 1 October 2023
16,032,461
891,775
18,262,091
359,661
35,545,988
Additions
103,843
103,843
At 30 September 2024
16,032,461
891,775
18,365,933
359,661
35,649,830
Amortisation and impairment
At 1 October 2023
8,014,919
891,517
5,891,188
359,661
15,157,285
Amortisation charged for the year
1,602,984
110
1,832,520
3,435,614
At 30 September 2024
9,617,903
891,627
7,723,708
359,661
18,592,899
Carrying amount
At 30 September 2024
6,414,558
148
10,642,225
17,056,931
At 30 September 2023
8,017,542
258
12,370,903
20,388,703
The company had no intangible fixed assets at 30 September 2024 or 30 September 2023.
The amortisation charge for the year is recognised within administrative expenses.
12
Tangible fixed assets
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor Vehicles
Total
£
£
£
£
£
£
Cost
At 1 October 2023
1,683,956
2,810,704
4,267,645
454,758
41,917,492
51,134,555
Additions
1,586,875
25,224
347,463
1,959,562
At 30 September 2024
1,683,956
4,397,579
4,292,869
454,758
42,264,955
53,094,117
Depreciation and impairment
At 1 October 2023
690,040
3,404,964
416,895
27,603,494
32,115,393
Depreciation charged in the year
757,328
157,937
16,415
(8,936,528)
(8,004,848)
At 30 September 2024
1,447,368
3,562,901
433,310
18,666,966
24,110,545
Carrying amount
At 30 September 2024
1,683,956
2,950,211
729,968
21,448
23,597,989
28,983,572
At 30 September 2023
1,683,956
2,120,665
866,379
37,864
14,313,998
19,022,862
The company had no tangible fixed assets at 30 September 2024 or 30 September 2023.
The depreciation charge for the year is recognised within administrative expenses.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 30 -
13
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 October 2023
28,285,001
-
Additions
143,058
-
Net losses through fair value adjustments
(2,878,058)
-
At 30 September 2024
25,550,001
-
The fair value of the investment properties has partly been arrived at on the basis of a valuation carried out by external valuers Knight Frank. The valuation was made on an open market value for existing use basis on 28th February 2025. The fair value of investment properties has also been arrived at on the basis of valuations carried out by the directors of the companies in which the investment properties are held.
If included at historic cost, the Investment Property would be held at £45,718,262 (2023: £45,575,204)
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
249,397,965
234,064,943
Investments in joint ventures
3,052,601
3,052,601
3,052,601
3,052,601
249,397,965
234,064,943
Movements in fixed asset investments
Group
Shares in joint ventures
£
Cost or valuation
At 1 October 2023 and 30 September 2024
3,052,601
Carrying amount
At 30 September 2024
3,052,601
At 30 September 2023
3,052,601
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
14
Fixed asset investments
(Continued)
- 31 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2023
234,064,943
Additions
15,333,022
At 30 September 2024
249,397,965
Carrying amount
At 30 September 2024
249,397,965
At 30 September 2023
234,064,943
15
Subsidiaries
Details of the company's subsidiaries at 30 September 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Caudwell Ltd
England
Ordinary
95.00
-
Caudwell Properties (100) Ltd
England
Ordinary
0
95.00
Caudwell Properties (101) Ltd
England
Ordinary
0
95.00
Caudwell Properties (102) Ltd
England
Ordinary
0
95.00
Caudwell Properties (107) Ltd
England
Ordinary
0
95.00
Caudwell Properties (108) Ltd
England
Ordinary
0
95.00
Caudwell Properties (109) Ltd
England
Ordinary
0
95.00
Caudwell Properties (110) Ltd
England
Ordinary
0
95.00
Caudwell Design Ltd
England
Ordinary
0
95.00
Caudwell Marine Ltd
England
Ordinary
100.00
-
Unshackled.com Limited
England
Ordinary
89.06
-
JDC Investments Limited
England
Ordinary
100.00
-
JDC Investments (USA) Ltd
England
Ordinary
0
100.00
Hyde Park Finance Ltd
England
Ordinary
100.00
-
Lyme Properties Ltd
England
Ordinary and Preference
100.00
-
Caudwell Properties (France) Ltd
England
Ordinary
0
100.00
Provencal Investments S.A.
Luxembourg
Ordinary
0
100.00
Alba Properties S.A.
Luxembourg
Ordinary
0
100.00
Olive Properties S.A.
Luxembourg
Ordinary
0
100.00
Patio Properties S.A.
Luxembourg
Ordinary
0
100.00
Tennis Properties S.A.
Luxembourg
Ordinary
0
100.00
Marguerite Olivette SCCV
France
Ordinary
0
100.00
Titania 2012 Limited
Isle of Man
Ordinary
100.00
-
Doughty Investments Limited
England
Ordinary and Preference
100.00
-
Doughty Properties Limited
England
Ordinary
0
100.00
Prime London Holdings 11 Limited
Jersey
Ordinary
100.00
-
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
15
Subsidiaries
(Continued)
- 32 -
Registered office addresses are as follows:
For subsidiaries incorporated in England: Coach House, Broughton Hall, Broughton, Nr Eccleshall, ST21 6NS
For subsidiaries incorporated in Luxembourg: 127, rue de Mühlenbach, L-2168 Luxembourg
For subsidiaries incorporated in France: 9 Rue Saint Barthelemy, 06160 Antibes
For subsidiary incorporated in Isle of Man: 3A Samuel Harris House, 5-11 St Georges Street, Douglas, IM1 1AJ
For subsidiary incorporated in Jersey: Sommerville House, Phillips Street, St Helier, Jersey
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Work in progress
775,558,997
694,403,269
-
-
Finished goods and goods for resale
42,779,655
41,442,541
818,338,652
735,845,810
-
-
Included in the Stock value are amounts of £2,372,985 which relate to qualifying interest costs from Caudwell Properties (109). The capitalisation rate of this has been the overnight SONIA rate + 2.45% margin.
Also, included in the Stock value are amounts of €17,162,464 which relate to qualifying interest costs from Provencal Investments. The capitalisation rate of this has been a blend of numerous rates throughout the year.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 33 -
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
488,063
1,355,021
165,002
159,999
Corporation tax recoverable
46,021
47,295
Amounts owed by group undertakings
-
-
331,547,596
270,297,454
Other debtors
10,154,105
10,121,401
External loans receivable
39,982,080
28,682,280
-
-
Prepayments and accrued income
8,648,017
9,479,445
59,318,286
49,685,442
331,712,598
270,457,453
Deferred tax asset
1,150
1,150
59,319,436
49,686,592
331,712,598
270,457,453
Amounts falling due after more than one year:
External loans receivable
28,128,362
39,428,162
Total debtors
87,447,798
89,114,754
331,712,598
270,457,453
18
Current asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Unlisted investments
30,117,506
-
-
-
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
21
121,968,624
Other borrowings
21
710,016,808
671,712,562
343,738,693
307,377,702
Trade creditors
5,629,705
9,075,643
22,469
18,213
Amounts owed to group undertakings
18,888,581
Corporation tax payable
64
64
Other taxation and social security
936,648
434,185
90,642
72,630
Other creditors
13,554,713
7,545,930
5,307
4,743
Accruals
3,382,040
8,675,606
130,980
103,980
855,488,602
697,443,990
362,876,672
307,577,268
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 34 -
20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
39,414,019
50,110,615
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
161,382,643
50,110,615
Other borrowings
2,359,771
2,359,771
-
-
Loans from shareholder
707,657,037
669,352,791
343,738,693
307,377,702
871,399,451
721,823,177
343,738,693
307,377,702
Payable within one year
831,985,432
671,712,562
343,738,693
307,377,702
Payable after one year
39,414,019
50,110,615
Loans from the shareholder, John Caudwell, are unsecured and bear no interest.
There are four companies within the group that have bank loans.
Prime London Holdings 11 Limited and the loan is secured on the property held in that company. The loan terminates on 31st March 2025. The margin is 3% over the Bank of England base rate.
Tennis Properties S.A. and the loan is secured on the property held in that company. The loan terminates on 28th December 2024 and the margin is 1.65% over EURIBOR.
On 21st December 2023 a group company, Caudwell Properties (109) Ltd entered into a Facility Agreement with DB UK Bank Limited for £75m, secured on its development site through a fixed charge and a floating charge over all other assets of the Company. On 17th May 2024 the facility was extended by €120m, secured by cross guarantee and mortgage over the assets of Provencal Investments S.A., a fellow group company.
On 13th March 2024 a group company, Titania 2012 Ltd entered into a Facility Agreement with Lombard North Central plc for €21,9m secured on the Companies assets.
The ultimate controlling party provided personal guarantees over these loans.
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
370,846
165,721
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. Contributions totalling £36,632 (2023: £29,124) were payable to the fund at the balance sheet date and are included in creditors.
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 35 -
23
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
124,853
124,853
124,853
124,853
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Redeemable A Preference shares (Euro denominated) of €1 each
200,184,757
200,184,757
177,141,798
177,141,798
Preference shares classified as equity
177,141,798
177,141,798
Total equity share capital
177,266,651
177,266,651
Ordinary shares have voting rights and are entitled to share pari passu in any dividend or other income distribution of the company.
The preference A shares do not carry voting rights and do not have any right to participate in the profits of the company, including any rights to dividends. The Company shall have the right to redeem all or any of the A shares.
24
Share premium account
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning and end of the year
8,664,090
8,664,090
The share premium balance arose in the Company on acquisition of subsidiaries on 1st October 2018 as part of a group reorganisation.
25
Other reserves
Merger Reserve
Currency translation reserve
Total
Group
£
£
£
At the beginning of the prior year (as restated)
(19,602,450)
33,472,878
13,870,428
Movements (as restated)
-
8,788,839
8,788,839
At the end of the prior year (as restated)
(19,602,450)
42,261,717
22,659,267
Movements
-
(16,018,270)
(16,018,270)
At the end of the current year
(19,602,450)
26,243,447
6,640,997
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
25
Other reserves
(Continued)
- 36 -
Merger Reserve
Currency translation reserve
Total
Company
£
£
£
At the beginning of the prior year
-
-
-
At the end of the prior year
-
-
-
At the end of the current year
-
-
-
26
Non-distributable profits reserve
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
1,593,246
(1,965,493)
-
-
Revaluation of Investment Property
(2,878,058)
3,558,739
-
-
At the end of the year
(1,284,812)
1,593,246
-
-
The non distributable fair value reserve relates to accumulated revaluations on Investment Property.
27
Capital commitments
At the balance sheet date the Group had £123,049,528 (2023 - £188,776,372) of financial commitments outstanding on committed contracts for future spend (Company - £0)
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 37 -
28
Related party transactions
The following transactions with Related Parties ("RP") took place during the year:
Group Transactions
_________________________________________________________________________________________________________________________________
With subsidiaries not wholly owned
With other related parties
With ultimate controlling party
2024
2023
2024
2023
2024
2023
Transactions in the year:
£
£
£
£
£
£
Consultancy income charged to RP
-
-
(50,000)
125,000
-
-
Loans advanced to/(from) RP
-
-
-
-
(2,273,989)
(58,320,682)
With subsidiaries not wholly owned
With other related parties
With ultimate controlling party
2024
2023
2024
2023
2024
2023
Outstanding amounts at the year end date:
£
£
£
£
£
£
Loan amounts receivable/(owed) to RP
-
-
-
-
(707,657,037)
(669,352,791)
Parent Company Transactions
_________________________________________________________________________________________________________________________________
With subsidiaries not wholly owned
With other related parties
With ultimate controlling party
2024
2023
2024
2023
2024
2023
Transactions in the year:
£
£
£
£
£
£
Loans advanced to/(from) RP
28,442,789
66,822,698
-
-
(36,360,990)
(67,221,180)
Interest charged during the year to RP
2,287,387
15,104,095
-
-
-
-
Outstanding amounts at the year end date:
Loan amounts receivable/(owed) to RP
253,547,833
225,105,044
-
-
(343,738,693)
(307,377,702)
BROUGHTON HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 38 -
28
Related party transactions
Other information
All transactions were made at prices and terms as mutually agreed between the parties.
29
Cash absorbed by group operations
2024
2023
£
£
(Loss)/profit for the year after tax
(13,904,124)
1,562,327
Adjustments for:
Taxation charged
827,194
Investment income
(278,356)
(842,705)
Fair value loss/(gain) on investment properties
2,878,058
(3,558,739)
Amortisation and impairment of intangible assets
3,435,504
3,425,595
Depreciation and impairment of tangible fixed assets
(8,004,393)
2,835,061
Increase/(decrease) in loans receivable impairment provision
4,444,924
6,882,876
Movement in currency translation reserve
(16,018,271)
8,788,839
Movements in working capital:
Increase in stocks
(82,492,842)
(90,147,299)
Decrease in debtors
9,179,810
1,171,149
Increase/(decrease) in creditors
1,373,917
(10,307,133)
Decrease in deferred income
-
(95,000)
Cash absorbed by operations
(98,558,579)
(80,285,029)
30
Analysis of changes in net debt - group
1 October 2023
Cash flows
30 September 2024
£
£
£
Cash at bank and in hand
10,429,492
2,665,485
13,094,977
Borrowings
(721,823,177)
(149,576,274)
(871,399,451)
(711,393,685)
(146,910,789)
(858,304,474)
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