Company registration number 15811293 (England and Wales)
UNIQUE FORWARDING GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2024
Affinia
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
UNIQUE FORWARDING GROUP LTD
COMPANY INFORMATION
Directors
Mr S Hill
(Appointed 1 July 2024)
Mr J Harman
(Appointed 1 July 2024)
Mr J Honey
(Appointed 1 July 2024)
Company number
15811293
Registered office
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
Auditor
Affinia (Chelmsford)
Ground Floor
Swift House
18 Hoffmanns Way
Chelmsford
CM1 1GU
UNIQUE FORWARDING GROUP LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 30
UNIQUE FORWARDING GROUP LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 1 -
The directors present the strategic report for the period ended 31 October 2024.
Review of the business
The directors aim to provide a balanced and comprehensive review of the development and performance of the group during the period and its position at the period end. The review is consistent with the size and non-complex nature of the group and is written in the context of the risks and uncertainties faced.
Risk and Uncertainties
As for many businesses of this size, the business environment in which the group operates continues to be challenging. The group faces competition in its markets and is of course subject to consumer and commercial spending patterns and the overall level of disposable income within the economy.
Foreign currency risk
Foreign exchange fluctuations can no longer be considered a secondary risk and given the volatility in the foreign currency market due to worldwide political events, the directors have evaluated several options to mitigate risk/implement risk management strategies:
Currency adjustment factor.
Providing services in base currency
Offering white label FX service to customers
Inflation risk
Whilst inflation has dropped in the UK this risk is being closely monitored, due to numerous overseas suppliers and constant changes in the worldwide economy. Procurement becomes more complex during inflationary periods, and if increased costs are not controlled adequately then demand typically falls.
Inflationary pressures directly affect the supply chain, problems with port congestion and import containers are exacerbated by inflation and labour availability.
To combat this and ensure we provide the best possible service to our customers, we are continuously:
Stress testing supply chains by mapping critical value chains and then running disruption scenarios against them. This allows us to identify possible risks and implement appropriate strategies to increase resilience.
Review our supply chain resilience, including the financial health of our suppliers.
Conduct risk assessments on our suppliers and sub-suppliers. If these businesses are exposed to inflationary increases, we can understand the impact quickly and have response plans ready.
Political and Geopolitical events
Understanding Political and Geopolitical issues is critical for stakeholders in the shipping industry to navigate the complexities and mitigate risks associated with these dynamics.
These issues significantly impact the shipping industry, influencing trade routes, shipping costs, and the overall stability of the industry. Some key issues include:
UNIQUE FORWARDING GROUP LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 2 -
Liquidity risk
The Directors consider the group to be in a strong and stable financial position, as well as stable in terms of liquidity. Cash at bank is still strong and creditors have dropped significantly once again, with total equity increasing year on year.
The biggest risk to the group that could affect liquidity continues to be that of non-payment from customers. To mitigate risk the Directors have implemented stronger credit control protocols:
Collection SOPs updated.
Third party credit reports required for all new/existing customers.
Risk management reports monitored and reviewed on a weekly basis.
Third party alerts to adverse credit changes relating to our customers.
Final shipment control.
Key performance indicators
The Directors consider that the key performance indicators are those that communicate the financial performance and strength of the group, these being turnover and operating profit.
The turnover and operating profit of the group was as follows:
2024
Turnover £8,064,942
Operating profit £484,881
The Directors are satisfied with the groups financial position at the period end and are pleased that the group achieved a profit for the period from its trading activities.
Mr S Hill
Director
16 July 2025
UNIQUE FORWARDING GROUP LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 3 -
The directors present their annual report and financial statements for the period ended 31 October 2024.
Principal activities
The principal activity of the company was that of a holding company, whilst those of the group also continued to be of that of a holding company and international freight services.
Incorporation
The company was incorporated on 1 July 2024.
Results and dividends
The results for the period are set out on page 9.
Ordinary dividends were paid amounting to £95,177. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr S Hill
(Appointed 1 July 2024)
Mr J Harman
(Appointed 1 July 2024)
Mr J Honey
(Appointed 1 July 2024)
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.
Auditor
The auditor, Affinia (Chelmsford), is deemed to be reappointed under section 487(2) of the Companies Act 2006.
On behalf of the board
Mr S Hill
Director
16 July 2025
UNIQUE FORWARDING GROUP LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 4 -
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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.
UNIQUE FORWARDING GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UNIQUE FORWARDING GROUP LTD
- 5 -
Opinion
We have audited the financial statements of Unique Forwarding Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 October 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, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 October 2024 and of the group's profit for the period 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 and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period 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.
UNIQUE FORWARDING GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNIQUE FORWARDING GROUP LTD
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
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.
UNIQUE FORWARDING GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNIQUE FORWARDING GROUP LTD
- 7 -
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, incorporated the following:
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 international freight sector;
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, and health and safety legislation;
We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;
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, our work included:
Performance of analytical procedures to identify any unusual or unexpected relationships;
Testing journal entries to identify unusual transactions. Investigated the rationale behind significant or unusual transactions; and
Observation and identification of internal controls in place, specifically around payroll and bank transactions.
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 evidence;
Enquiring of management as to actual and potential litigation and claims; and
Reviewing correspondence with HMRC and reviewing for evidence of correspondence with 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.
UNIQUE FORWARDING GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNIQUE FORWARDING GROUP LTD
- 8 -
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.
Michael Warman (Senior Statutory Auditor)
For and on behalf of Affinia (Chelmsford)
16 July 2025
Chartered Accountants
Statutory Auditor
Swift House
18 Hoffmanns Way
Chelmsford
CM1 1GU
UNIQUE FORWARDING GROUP LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 9 -
Period
ended
31 October
2024
Notes
£
Turnover
3
8,064,942
Cost of sales
(7,306,856)
Gross profit
758,086
Administrative expenses
(273,205)
Operating profit
4
484,881
Interest receivable and similar income
8
2,249
Profit before taxation
487,130
Tax on profit
9
(122,626)
Profit for the financial period
22
364,504
Total comprehensive income for the period is all attributable to the owners of the parent company.
UNIQUE FORWARDING GROUP LTD
GROUP BALANCE SHEET
AS AT 31 OCTOBER 2024
31 October 2024
- 10 -
2024
Notes
£
£
Fixed assets
Goodwill
11
1,521,550
Tangible assets
12
71,957
1,593,507
Current assets
Debtors
15
6,277,920
Cash at bank and in hand
833,903
7,111,823
Creditors: amounts falling due within one year
16
(7,018,886)
Net current assets
92,937
Total assets less current liabilities
1,686,444
Creditors: amounts falling due after more than one year
17
(4,348,450)
Provisions for liabilities
Deferred tax liability
19
18,000
(18,000)
Net liabilities
(2,680,006)
Capital and reserves
Called up share capital
21
103
Other reserves
22
(2,949,437)
Profit and loss reserves
22
269,328
Total equity
(2,680,006)
The financial statements were approved by the board of directors and authorised for issue on 16 July 2025 and are signed on its behalf by:
16 July 2025
Mr S Hill
Director
Company registration number 15811293 (England and Wales)
UNIQUE FORWARDING GROUP LTD
COMPANY BALANCE SHEET
AS AT 31 OCTOBER 2024
31 October 2024
- 11 -
2024
Notes
£
£
Fixed assets
Investments
13
2,171,678
Current assets
-
Creditors: amounts falling due within one year
16
(313,125)
Net current liabilities
(313,125)
Total assets less current liabilities
1,858,553
Creditors: amounts falling due after more than one year
17
(1,858,450)
Net assets
103
Capital and reserves
Called up share capital
21
103
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £95,177.
The financial statements were approved by the board of directors and authorised for issue on 16 July 2025 and are signed on its behalf by:
16 July 2025
Mr S Hill
Director
Company registration number 15811293 (England and Wales)
UNIQUE FORWARDING GROUP LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 12 -
Share capital
Other reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2024
-
Period ended 31 October 2024:
Profit and total comprehensive income for the period
-
-
364,504
364,504
Issue of share capital
21
103
-
-
103
Dividends
10
-
-
(95,176)
(95,176)
Merger reserve
22
-
(2,949,437)
-
(2,949,437)
Balance at 31 October 2024
103
(2,949,437)
269,328
(2,680,006)
UNIQUE FORWARDING GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 July 2024
Period ended 31 October 2024:
Profit and total comprehensive income for the period
-
95,177
95,177
Issue of share capital
21
103
-
103
Dividends
10
-
(95,177)
(95,177)
Balance at 31 October 2024
103
103
UNIQUE FORWARDING GROUP LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 14 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
643,129
Investing activities
Purchase of business net of cash acquired
(1,547,339)
Purchase of tangible fixed assets
(5,113)
Interest received
2,249
Net cash used in investing activities
(1,550,203)
Financing activities
Issue of loan notes
2,105,950
Repayment of loan notes
(415,000)
Dividends paid to equity shareholders
(95,176)
Net cash generated from/(used in) financing activities
1,595,774
Net increase in cash and cash equivalents
688,700
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
688,700
Relating to:
Cash at bank and in hand
833,903
Bank overdrafts included in creditors payable within one year
(145,203)
UNIQUE FORWARDING GROUP LTD
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 15 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
28
230,625
Investing activities
Purchase of subsidiaries
(2,171,678)
Dividends received
95,177
Net cash used in investing activities
(2,076,501)
Financing activities
Proceeds from issue of shares
103
Issue of loan notes
2,105,950
Repayment of loan notes
(165,000)
Dividends paid to equity shareholders
(95,177)
Net cash generated from/(used in) financing activities
1,845,876
Net increase in cash and cash equivalents
-
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 16 -
1
Accounting policies
Company information
Unique Forwarding Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Swift House, Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, UK, CM1 1GU.
The group consists of Unique Forwarding Group Ltd and all of its subsidiaries.
1.1
Reporting period
The group consolidated financial statements presented cover a short period from 1 July 2024 to 31 October 2024. This is due to the alignment of the accounts reporting date with those of the group entities. Consequently, these financial statements may not be fully comparable with those of future periods.
1.2
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.
The principal accounting policies adopted are set out below.
1.3
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled.
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 17 -
1.5
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Unique Forwarding Group Ltd together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 October 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.6
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of freight solutions services is recognised at the point the customers goods reach the end destination, costs incurred are recognised inline with revenue or to the extent they can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
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 considered to be greater than 10 years however we capped the useful economic life to be 10 years inline with FRS102 requirements.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Straight line over the life of the lease
Fixtures and fittings
3 years straight line
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.
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 18 -
1.9
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in or .
In the parent company financial statements, investments in subsidiaries entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.10
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 is estimated to be less than its carrying amount, the carrying amount of the asset 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 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 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.
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
Financial instruments
The 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.
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 19 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies
(Continued)
- 20 -
1.13
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.18
Foreign exchange
Transactions in currencies other than pounds 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.
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 21 -
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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Carrying Value of Fixed asset investments
The directors have exercised significant judgement in determining the appropriate carrying value of the company’s fixed asset investments. These investments are held at cost and subsequently measured at cost less any accumulated impairments losses. The directors assess at each reporting date whether there is any indication of impairment.
Carrying value of goodwill
The directors have exercised significant judgement in determining the appropriate carrying value of goodwill. The directors consider goodwill to have a finite useful life and amortise on a systematic basis over its useful life capped at 10 years, inline with FRS102 requirements. The directors assess annually for impairment, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Determining whether goodwill is impaired requires significant management judgement and estimation. These include the identification of cash-generating units, the allocation of goodwill to those cash-generating units, and the estimation of future cash flows, growth rates, and appropriate discount rates used in value-in-use calculations.
3
Turnover and other revenue
2024
£
Turnover analysed by class of business
Freight transportation services
8,064,942
2024
£
Turnover analysed by geographical market
United Kingdom
7,419,747
Overseas
645,195
8,064,942
2024
£
Other revenue
Interest income
2,249
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 22 -
4
Operating profit
2024
£
Operating profit for the period is stated after charging/(crediting):
Exchange gains
(20,346)
Depreciation of owned tangible fixed assets
6,091
Amortisation of intangible assets
25,789
Operating lease charges
20,096
5
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
3,900
Audit of the financial statements of the company's subsidiaries
15,600
19,500
For other services
Taxation compliance services
1,835
All other non-audit services
12,800
14,635
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the period was:
Group
Company
2024
2024
Number
Number
Management
3
3
Operational
35
-
Total
38
3
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
6
Employees
(Continued)
- 23 -
Their aggregate remuneration comprised:
Group
Company
2024
2024
£
£
Wages and salaries
355,304
Social security costs
17,656
-
Pension costs
8,678
381,638
7
Directors' remuneration
2024
£
Remuneration for qualifying services
4,550
Company pension contributions to defined contribution schemes
5,160
9,710
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0.
8
Interest receivable and similar income
2024
£
Interest income
Other interest income
2,249
9
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
127,126
Deferred tax
Origination and reversal of timing differences
(4,500)
Total tax charge
122,626
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
9
Taxation
(Continued)
- 24 -
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
2024
£
Profit before taxation
487,130
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
121,783
Tax effect of expenses that are not deductible in determining taxable profit
1,646
Permanent capital allowances in excess of depreciation
(287)
Amortisation on assets not qualifying for tax allowances
6,447
Other non-reversing timing differences
(2,463)
Deferred tax adjustments
(4,500)
Taxation charge
122,626
10
Dividends
2024
Recognised as distributions to equity holders:
£
Final paid
95,177
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 July 2024
Additions
1,547,339
At 31 October 2024
1,547,339
Amortisation and impairment
At 1 July 2024
Amortisation charged for the period
25,789
At 31 October 2024
25,789
Carrying amount
At 31 October 2024
1,521,550
The company had no intangible fixed assets at 31 October 2024.
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 25 -
12
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Total
£
£
£
Cost
At 1 July 2024
Additions
29,037
49,011
78,048
At 31 October 2024
29,037
49,011
78,048
Depreciation and impairment
At 1 July 2024
Depreciation charged in the period
974
5,117
6,091
At 31 October 2024
974
5,117
6,091
Carrying amount
At 31 October 2024
28,063
43,894
71,957
The company had no tangible fixed assets at 31 October 2024.
13
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
14
2,171,678
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2024
-
Additions
2,171,678
At 31 October 2024
2,171,678
Carrying amount
At 31 October 2024
2,171,678
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 26 -
14
Subsidiaries
Details of the company's subsidiaries at 31 October 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Unique Forwarding Investment Group Ltd
Swift House Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, CM1 1GU
Ordinary
100.00
-
Unique Forwarding Holdings Limited
Swift House Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, CM1 1GU
Ordinary
0
100.00
Unique Forwarding Limited
Swift House Ground Floor, 18 Hoffmanns Way, Chelmsford, Essex, CM1 1GU
Ordinary
0
100.00
15
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
6,114,700
Other debtors
107,461
Prepayments and accrued income
55,759
6,277,920
-
16
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Bank loans and overdrafts
18
145,203
Trade creditors
4,677,678
Amounts owed to group undertakings
230,625
Corporation tax payable
489,397
Other taxation and social security
25,252
-
Other creditors
1,053,152
82,500
Accruals and deferred income
628,204
7,018,886
313,125
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
£
£
Other creditors
4,348,450
1,858,450
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 27 -
18
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank overdrafts
145,203
Payable within one year
145,203
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
2024
Group
£
Accelerated capital allowances
18,000
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 1 July 2024
-
-
Credit to profit or loss
(4,500)
-
Deferred taxation within subsidiaries pre-aquisition
22,500
-
Liability at 31 October 2024
18,000
-
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
20
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
8,678
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.
The group had liabilities of £6,916 at the period end in respect of unpaid contributions to defined contribution schemes.
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 28 -
21
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary of £1 each
100
100
Ordinary A of £1 each
1
1
Ordinary C of £1 each
1
1
Ordinary D of £1 each
1
1
103
103
During the year, 100 Ordinary shares were issued via a share for share exchange. These shares carry full rights in respect to voting, dividends and distributions.
In addtion, 1 Ordinary A share, 1 Ordinary C share and 1 Ordinary D share were issued for £1 each. These 3 classes of shares carry rights in respect to dividends, but no rights in respect to voting and distributions following the winding up of the company.
22
Reserves
Profit and loss reserves
The profit and loss account represents the total cumulative profits and losses of the group, net of dividends paid and other adjustments. Profit and loss reserves total a credit of £269,328.
Other reserves
Other reserves represent a merger reserve of £2,949,437 which was created upon acquisition of Unique Forwarding Investment Group Ltd.
23
Acquisition of a business
On 30 August 2024 the group acquired 100 percent of the issued capital of Unique Forwarding Investment Group Ltd and indirectly its subsidiaries.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
72,935
-
72,935
Trade and other receivables
16,110,282
(10,625,086)
5,485,196
Cash and cash equivalents
103,424
-
103,424
Trade and other payables
(5,014,819)
-
(5,014,819)
Deferred tax
(22,500)
-
(22,500)
Total identifiable net assets
11,249,322
(10,625,086)
624,236
Goodwill
1,547,339
Total consideration
2,171,575
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
23
Acquisition of a business
(Continued)
- 29 -
The consideration was satisfied by:
£
Cash
65,625
Issue of loan notes
2,105,950
2,171,575
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
8,064,942
Profit after tax
364,504
The accounts of Unique Forwarding Investment Group Ltd, Unique Forwarding Holdings Limited and Unique Forwarding Limited are publicly available at companies house.
24
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2024
£
£
Within one year
89,120
-
Between two and five years
252,507
-
341,627
-
25
Controlling party
At the reporting date, the company's ultimate controlling party was Stuart Hill.
26
Directors' transactions
The company paid dividends totalling £95,177 (2023: £424,014) in respect of shares held by the directors in the parent company at the reporting period date.
UNIQUE FORWARDING GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 30 -
27
Cash generated from/(absorbed by) group operations
2024
£
Profit for the period after tax
364,569
Adjustments for:
Taxation charged
122,626
Investment income
(2,249)
Amortisation and impairment of intangible assets
25,789
Depreciation and impairment of tangible fixed assets
6,091
Movements in working capital:
Increase in debtors
(6,277,920)
Increase in creditors
6,404,223
Cash generated from/(absorbed by) operations
643,129
28
Cash generated from/(absorbed by) operations - company
2024
£
Profit for the period after tax
95,177
Adjustments for:
Investment income
(95,177)
Movements in working capital:
Increase in creditors
230,625
Cash generated from/(absorbed by) operations
230,625
29
Analysis of changes in net funds - group
1 July 2024
Cash flows
31 October 2024
£
£
£
Cash at bank and in hand
-
833,903
833,903
Bank overdrafts
(145,203)
(145,203)
-
688,700
688,700
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