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Company registration number:
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report together with the audited financial statements for Ninja Leisure Limited for the year ended 31 December 2024.
The statement of comprehensive income is set out on page 10 and shows the loss for the year. The company continues to use key performance indicators to monitor and measure progress. These include Turnover, Operating Profit, Headcount, Operating Standards, Market Share and Profit Before Tax.
Turnover Total turnover of £2.6m decreased by £0.3m, which is down -11.4% (2023 - £3.0m). Operating loss The operating loss of £94k is below last year’s profit by £332k, down by -139.8% (2023: profit £237k). Operating profit is after charging increases in cost of sales and other operating costs. The reduction in operating profit is due to a reduction in turnover and ongoing inflationary cost increases during the year. Headcount Levels of headcount are monitored against business levels, budgets and last year. Staffing levels are closely matched to meet business and customer service requirements. The average headcount for 2024 was 54 compared to 61 in 2023. Loss Before Tax The loss before tax of £193k decreased by £271k which is down -344.1% (2023: profit £79k) for the reasons indicated above.
In preparing the financial statements the directors are required to assess the Company’s ability to continue to trade as a going concern for the foreseeable future. In undertaking this assessment, the directors have given due consideration to the Company’s banking facilities, historical and current trading, together with the forward-looking projections.
Detailed cashflow forecasts have been prepared and the directors believe the company is in a strong position to be able to deal with any future economic impacts. If there is a future lack of revenue due to a new pandemic or other international economic impacts, there are a range of steps the Company will take to mitigate the operational and financial impact on the business. The Company’s balance sheet indicates a net current liability position of £6,551,964 (2023 - £6,601,538) the going concern basis has been supported by a letter of financial support from the parent company, Burhill Group Limited. The Directors have reviewed the Company cash flow forecasts and believe that the Company will have sufficient financing in place to ensure cash flow requirements are satisfied for at least the next twelve months. As such, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements. Consequently, the financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.
The leisure market in the UK remains very competitive in these times of economic uncertainty, however the Directors believe continuing investment, high quality operations and excellent customer service will continue to ensure customer retention and yield good financial performance.
The Company is exposed to the usual risks associated with leisure operations and has strong financial control systems in place to minimise the risk of loss. The Chief Financial Officer continuously monitors cash flow as part of ongoing control procedures and the Directors review cash flow projections regularly.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of key stakeholders in the Company in their decision making.
Key stakeholders have been identified as shareholders, customers, employees and suppliers.
∙Shareholders: Regular dialogue is maintained with shareholders and their advisers and issues of significance are communicated to shareholders. A full shareholder briefing is also provided at the Group’s annual general meeting of shareholders.
∙Customers: Satisfied customers are vital to the future success of the business. There is regular communication with customers on Company initiatives and activities to provide the highest quality customer experience. Customer feedback is continuously received via web-based polling systems. This feedback is acted upon by senior management to improve customer experience and develop new products to satisfy demand.
∙Employees: Motivated and satisfied employees are essential to our business. The Company strives to achieve high standards in its dealings with employees. The Company continues to provide comprehensive induction and ongoing training tailored to individual needs via the Group’s on-line training system which has over 800 available training modules.
∙Suppliers: The Company maintains appropriate arms-length trading relationships with quality suppliers and is fully committed to fairness in its dealing with suppliers, including meeting all agreed credit terms.
The Directors continue to act to ensure there is full regard to the long-term interests of both the Company and its key stakeholders. This includes considering the impact of the Company’s activities on the community and the environment, including the promotion of best practice in the Company’s Environmental, Social and Governance plan. In doing this the Directors continue to act fairly and in good faith to protect the reputation of the Company and promote its long term success.
Key areas to be noted in this regard are:
∙The Directors fully consider the interests of its stakeholders when engaging with them.
∙Good relations are maintained with the key stakeholders such as shareholders, customers, employees, and suppliers by regular, open and honest communication.
∙The management structure ensures open and effective engagement with the workforce via the Executive Directors and the Senior Management.
∙Appropriate anti-corruption and anti-bribery, equal opportunities and whistleblowing procedures and policies are in place.
Specific key decisions made by the Directors in the year ended 31 December 2024 to act in the best interests of the Company included:
∙Supporting the continuous training of front line and support office staff to ensure compliance with the highest possible operating standards.
∙Supporting high levels of Health and Safety standards and training.
∙Implementation of a comprehensive Human Resources Information System.
∙Secure the Group’s sustainability credentials by supporting the development and implementation of its Environmental, Social and Governance plan.
∙Continuing investment in Golf and Leisure locations to ensure high standards of health and safety combined with excellence in customer experience.
∙Ongoing financial decisions relating to cashflow management, the efficient use of resources, capital investment and settlement of obligations with customers and suppliers on a timely basis.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements inaccordance with applicable law and regulations.
Company law requires the directors to prepare the financial statements for each financial year. Under that law the directors have elected to preparethe financial statements in accordance with applicable law and United Kingdom Accounting Standards (United KingdomGenerally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standardapplicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statementsunless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss ofthe Company for that period. In preparing these financial statements, the directors are required to:
∙Select suitable accounting policies for the Company's financial statements 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 Company
will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company'stransactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them toensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding theassets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
There have been no changes to the Company’s principal activities during the year and the company continues to seek appropriate earnings enhancing opportunities.
The loss for the year, after taxation, amounted to £154,995 (2023 - profit £11,454).
No dividend was paid during the year and the Directors do not propose any dividend payment for the year ended 31 December 2024.
The directors who served during the year were:
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Credit risk
Credit risk arises principally from the company’s trade and other receivables. Management review all debtors for impairment and are comfortable that all un-provided debts are fully recoverable.
Liquidity risk and cash flow risk
Liquidity risk arises from the company's management of working capital and the finance charges and principal repayments on its debt instruments. It is a normal commercial risk that the Company could theoretically encounter difficulty in meeting its financial obligations as they fall due. Liquidity and cashflow are closely managed through ongoing effective cash management and the use of the Burhill Group's loan facilities.
The provision of high level information to staff is maintained through regular briefings and other communications. Members of the management team regularly visit branches and discuss relevant business issues with members of staff. A programme of regular staff consultative committee meetings is followed.
In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013, the Strategic Report preceding the Directors Report includes information that would have formerly been included in the engagement with others section of the Directors Report.
The financial statements have been prepared on a going concern basis. Although the Company’s balance sheet indicates a net current liability position of £6,551,964 (2023: £6,601,538), the going concern basis has been supported by a letter of financial support from the parent company, Burhill Group Limited, whereby the Company’s holding company will continue to provide financial support and resources in order for the Company to continue trading and meet its liabilities as they fall due for the foreseeable future. Further details are set out in note 3.4 of the financial statements.
The auditor, Menzies LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NINJA LEISURE LIMITED
We have audited the financial statements of Ninja Leisure Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NINJA LEISURE LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the 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.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NINJA LEISURE LIMITED (CONTINUED)
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:
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:
∙The Companies Act 2006;
∙Financial Reporting Standard 102;
∙UK employment legislation;
∙UK health and safety legislation;
∙UK tax legislation.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. He did not identify any issues in this area. We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgements made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted outside of the normal working patterns of the accounts team, or with unusual descriptions or account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙The application of inappropriate judgements or estimation to manipulate the financial position in the calculation of the year end provisions;
∙The posting of unusual journals and complex transactions; or
∙The use of management override of controls to manipulate results.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NINJA LEISURE LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
4th Floor
95 Gresham Street
EC2V 7AB
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 26 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Ninja Leisure Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information page and the nature of the Company's operations and its principal activities are set out in the Directors' Report.
During the year, the Company transferred accounting systems. As part of the transfer process, the Director's have reclassified a number of expense categories between cost of sales and administrative expenses to show a more appropriate classification. As a result, the prior year comparatives have also been restated to reflect the classification change. The impact of the reclassification is a decrease in cost of sales by £127,066 and a corresponding increase in administrative expenses by the same amount.
3.Accounting policies
The financial statements have been prepared 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 the Republic of Ireland' and the requirements of the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 4).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financialstatements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republicof Ireland":
∙The requirements of Section 7 Statement of Cash Flows;
∙The requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙The requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii),
∙11.48(a)(iv), 11.48(b) and 11.48(c);
∙The requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b)
∙and 12.29A; and
∙The requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Burhill Group Limited as at 31 December 2024 and these financial statements may be obtained from Companies House, Cardiff, CF14 3UZ.
The Company is exempt, under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent Burhill Group Limited. These financial statements therefore present information about the Company as an individual undertaking and not about its group.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3.Accounting policies (continued)
In preparing the financial statements the Directors are required to assess the Company’s ability to continue to trade as a going concern for the foreseeable future.
In undertaking this assessment, the Directors have given due consideration to the Company’s banking facilities, historical and current trading, together with the forward-looking projections. The Directors have reviewed the Group and the Company cash flow forecasts and based on their best assessment therefore believe that the Group and the Company will have sufficient financing in place to ensure cash flow requirements are satisfied for at least the next twelve months. As such, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements. Consequently, the financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.
Turnover represents the gross receipts for the provision of leisure facilities less value added tax. Turnover is recognised on the day of sale.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3.Accounting policies (continued)
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Statement of Comprehensive Income during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3.Accounting policies (continued)
At each Balance Sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
3.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the Balance Sheet date. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
No Director received any emoluments during the current year (2023 - £Nil).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company's reserve is as follows:
Profit and loss account
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge amounted to £10,388 (2023 - £7,107). There were no outstanding or prepaid contributions at either the beginning or end of the financial year.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The largest group in which the results of the Company are consolidated is that headed by Burhill Group Limited. The consolidated accounts of this Company are available to the public at Companies House, Cardiff, CF14 3UZ. No other group accounts include the results of the Company. There is no ultimate controlling party.
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