Company registration number 04095762 (England and Wales)
OTUS CAPITAL MANAGEMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
OTUS CAPITAL MANAGEMENT LIMITED
COMPANY INFORMATION
Directors
A Gibbs
P Hale
M Gilly
W Edsell
E Pendlebury
(Appointed 16 December 2024)
Secretary
P Hale
Company number
04095762
Registered office
29 Queen Anne's Gate
London
SW1H 9BU
Auditor
Beavis Morgan Audit Limited
82 St John Street
London
EC1M 4JN
Bankers
Barclays Bank plc
Kensington & Chelsea
PO Box 4599
London
SW3 1XE
Solicitors
Simmons & Simmons LLP
City Point
One Ropemaker Street
London
EC2Y 9SS
OTUS CAPITAL MANAGEMENT LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 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
Notes to the financial statements
15 - 28
OTUS CAPITAL MANAGEMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the year ended 31 March 2025.

Review of the development and performance of the business

Throughout the whole period the Group provided investment management services to the Otus Smaller Companies Fund Limited ("OSCF"), the Otus Smaller Companies UCITS Fund ("OSCUF"), one managed account client within the smaller companies strategy, the Maga Micro Cap Fund ("MMCF"), and two further managed account clients within the micro cap strategy. In addition, one new managed account client was onboarded during the first half of the financial year and one managed account client exited during the second half of the financial year, both within the smaller companies strategy. On a stock selection basis, these accounts are managed pari-passu with the funds in their respective strategies.

 

During the year, in the Group’s core smaller companies strategy, the Euro A shares of OSCF fell by -8.3%, OSCUF’s Euro shares fell by -8.6%. In the micro-cap strategy, MMCF Euro shares fell by -7.0%.

 

The Group's assets under management decreased during the period from £557.6 to £400.8m - a decrease of 28.1%.

 

At the end of the period, assets under management in the OSCF amounted to 24.4% of total assets under management (31 March 2024: 20.3%), OSCUF 17.0% (31 March 2024: 17.5%), and MMCF 18.0% (31 March 2024: 13.7%). The remaining 40.6% of assets under management was split between the micro cap strategy managed accounts (32.0%), and the smaller companies strategy managed accounts (8.5%).

 

Future Developments

 

After a difficult year, the directors believe that the downturn in overall performance of the business has now stabilised and are confident that assets under management will recover from the lows seen during the Financial Year 24-25.

 

Changes to the regulatory framework in the UK and the EU continue to be monitored closely and adapted to, as and when required. Global macro events – including the ongoing tariff war – are continually monitored by the Group's board of directors.

Principal risks and uncertainties

Being a relatively small business, the principal risks are still largely key man related. There are also risks pertaining to the diversity of each fund’s investor base, the asset cycle for smaller and micro-cap companies and specific risks associated with the individual stocks held by each fund. As at 31 March 2025, the OSCF had 27 investors, the largest of which represented 57.1% (31 March 2024: 52.2%) of OSCF net assets. The OSCUF had 27 investors as at 31 March 2025, the largest of which represented 46.1% of net assets (31 March 2024: 38.9%). The risks outlined above are managed on a real time basis through our sophisticated in-house developed portfolio and risk management system.

 

The key theme of the Financial Year was one of political instability and economic uncertainty. President Macron’s decision to call a snap election in June 2024, the collapse of the coalition government in Germany in November (and the subsequent federal election in March 2025), and the Labour government’s austere budget in October were all key drivers in creating a cycle of electoral confusion and market volatility. The uncertainty sentiment in the markets was further heightened with the re-election of Trump, the ensuing anti-European rhetoric of his administration, and the threat / expectation of tariff implementation. For Funds’ investee companies this economic uncertainty often meant cancelled orders and frozen sales which made forecasting revenue extremely difficult. However, despite these hurdles, Europe has emerged from this period with a more predictable and more expansionary policy framework, epitomized by Germany’s €1 trillion fiscal package.

 

The directors continue to monitor the situation and, while aware of the challenges presented by current market conditions, have conviction that the Group remains well positioned to take advantage of the opportunities within European smaller and micro companies.

OTUS CAPITAL MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Key Performance Indicators (KPIs)

 

2025

2024

Operating Profit Margin

49%

47%

Assets under management

£400.8m

£557.6m

Management fees earned

£5.6m

£5.8m

Performance fees earned

£1.2m

£1.7m

Non-discretionary expenses

£2.7m

£2.7m

 

Section 172 statement

The directors’ business strategy is focused on achieving success for Otus Capital Management (“OCM”) in the long-term. In setting this strategy, the board takes into account the impact of relevant risk factors and stakeholder interests on the Group’s performance.

 

The board promotes a culture of upholding the highest standards of probity and business conduct. It recognises that a sound framework of risk oversight, risk management and internal controls is fundamental to and consistent with robust and effective corporate governance. The Group’s approach to risk management is predicated on the need to manage the full range of risks facing the firm. The directors understand the need to have in place governance arrangements, policies, processes, and controls that are proportionate to the Group’s size and yet allow OCM to remain confident that it serves its clients’ best interests and is compliant with its regulatory requirements.

 

The directors regularly discuss issues concerning employees, clients, service providers, community and environment, regulators, and shareholders, which they consider in their decision-making processes.

 

The board seeks to behave in a responsible manner towards its two shareholders, communicating relevant information such as financial reporting and any business developments that may be significant to the Group.

 

We believe that our team is our greatest asset and so building the strongest team possible, and ensuring their on-going development, allows us to best serve our clients. In addition to being a responsible employer in its approach to pay and benefits, the Group encourages a positive working culture and promotes a healthy working environment. We work hard to retain our talent, and the directors are pleased that many staff have long careers at OCM.

 

Clients are at the core of our business. We have built long-standing relationships with our existing clients, maintaining good communication and ensuring that we meet their service requirements, and we seek to do the same for new and potential clients. The directors have implemented a robust governance framework for the oversight of the provision of the Group’s products and services in the best interests of our clients.

 

Our business may be small in terms of numbers and environmental footprint, but this in no way takes from our responsibilities to each other, to clients, other stakeholders and to society at large.

 

The directors believe that environmental, social and governance factors (“ESG”) can impact the financial returns and sustainability of the companies in which we invest, and the Group’s investment appraisal process considers these risk factors. Sustainability has always played a role in the way OCM has invested and carried on its business operations during the last 20 years, but we recognise that more is needed, and we will strive to be more proactive and less reactive. In ESG as in other respects, the Group is committed to maintaining the transparency that we’ve always afforded clients and other stakeholders.

OTUS CAPITAL MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

On behalf of the board

P Hale
Director
22 July 2025
OTUS CAPITAL MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the group is the provision of fund management services and fund management support services. The company is the General Partner of the group.

Results and dividends

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

The group profit for the period, after taxation and before appropriations to other members of the subsidiary undertaking amounted to £3,525,425 (2024: £3,727,063). The directors do not recommend the payment of a dividend.

Directors

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

A Gibbs
P Hale
M Gilly
W Edsell
E Pendlebury
(Appointed 16 December 2024)
Financial instruments
Exposure to credit risk
Most of the credit risk to which the group is exposed arises from the cash balances it holds at major banks. The credit ratings of these banks are closely monitored.
Other material credit risks arise when commissions and performance fees become payable from the Funds for which the group acts as investment manager. Adherence to agreed credit terms is monitored closely by senior management and regulatory capital is maintained to cover assessed risk of default.
Exposure to liquidity risk

The group assesses its exposure to liquidity risk as part of its ICARA process and maintains regulatory capital to cover the assessed risk of adverse changes in the value of the group's assets, of which the majority is held as cash.

Exposure to exchange rate risk

Where necessary the group may from time to time enter into forward FX transactions in order to mitigate the effect of adverse exchange rate movements on future expected earnings which are denominated in Euros and USDs. There were no such contracts in place at 31 March 2025.

 

Remuneration policy and practices

Details of the firm's remuneration policy and practices can be found on the firm's website at: https://www.otuscapital.com/

Future developments

Future developments of the group are discussed in the strategic report.

Auditor

In accordance with the company's articles, a resolution proposing that Beavis Morgan Audit Limited be reappointed as auditor of the group will be put at a General Meeting.

OTUS CAPITAL MANAGEMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
Statement of directors' responsibilities

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

 

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

 

 

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

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
P Hale
Director
22 July 2025
OTUS CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OTUS CAPITAL MANAGEMENT LIMITED
- 6 -
Opinion

We have audited the financial statements of Otus Capital Management Limited (the 'parent company') and its subsidiary (the 'group') for the year ended 31 March 2025 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 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

OTUS CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OTUS CAPITAL MANAGEMENT LIMITED
- 7 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

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.

OTUS CAPITAL MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OTUS CAPITAL MANAGEMENT LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

 

The following laws and regulations were identified as being of significance to the entity:

 

 

 

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

 

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Simon Hammerton (Senior Statutory Auditor)
For and on behalf of Beavis Morgan Audit Limited, Statutory Auditor
Chartered Accountants
82 St John Street
London
EC1M 4JN
22 July 2025
OTUS CAPITAL MANAGEMENT LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
7,077,678
7,810,083
Cost of sales
(701,655)
(726,506)
Gross profit
6,376,023
7,083,577
Administrative expenses
(2,930,014)
(3,420,431)
Operating profit
4
3,446,009
3,663,146
Interest receivable and similar income
8
80,179
66,790
Profit before taxation
3,526,188
3,729,936
Tax on profit
9
(763)
(2,873)
Profit for the financial year
19
3,525,425
3,727,063
Total comprehensive income for the year is attributable to:
- Owners of the parent company
3,237
695
- Non-controlling interests
3,522,188
3,726,368
3,525,425
3,727,063

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

OTUS CAPITAL MANAGEMENT LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
31 March 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
32,466
46,175
Current assets
Debtors
14
897,971
2,135,250
Cash at bank and in hand
3,012,482
2,512,874
3,910,453
4,648,124
Creditors: amounts falling due within one year
15
(2,901,461)
(3,654,881)
Net current assets
1,008,992
993,243
Total assets less current liabilities
1,041,458
1,039,418
Provisions for liabilities
16
(669)
(2,066)
Net assets
1,040,789
1,037,352
Capital and reserves
Called up share capital
18
810
810
Share premium account
249,911
249,911
Capital redemption reserve
89
89
Profit and loss reserves
19
789,079
785,842
Equity attributable to owners of the parent company
1,039,889
1,036,652
Non-controlling interests
900
700
1,040,789
1,037,352
The financial statements were approved by the board of directors and authorised for issue on 22 July 2025 and are signed on its behalf by:
22 July 2025
P Hale
Director
OTUS CAPITAL MANAGEMENT LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
32,466
46,175
Investments
11
100
100
32,566
46,275
Current assets
Debtors
14
275,776
590,744
Cash at bank and in hand
1,211,529
1,360,729
1,487,305
1,951,473
Creditors: amounts falling due within one year
15
(479,313)
(959,030)
Net current assets
1,007,992
992,443
Total assets less current liabilities
1,040,558
1,038,718
Provisions for liabilities
16
(669)
(2,066)
Net assets
1,039,889
1,036,652
Capital and reserves
Called up share capital
18
810
810
Share premium account
249,911
249,911
Capital redemption reserve
89
89
Profit and loss reserves
19
789,079
785,842
Total equity
1,039,889
1,036,652

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 £3,237 (2024: £695).

The financial statements were approved by the board of directors and authorised for issue on 22 July 2025 and are signed on its behalf by:
22 July 2025
P Hale
Director
Company Registration No. 04095762
OTUS CAPITAL MANAGEMENT LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
Balance at 1 April 2023
810
249,911
89
785,147
1,035,957
800
1,036,757
Year ended 31 March 2024:
Profit and total comprehensive income for the year
22
-
-
-
695
695
3,726,368
3,727,063
Distributions
-
-
-
-
-
(3,726,368)
(3,726,368)
Resigning member divestment
-
-
-
-
-
(100)
(100)
Balance at 31 March 2024
810
249,911
89
785,842
1,036,652
700
1,037,352
Year ended 31 March 2025:
Profit and total comprehensive income for the year
-
-
-
3,237
3,237
3,522,188
3,525,425
Distributions
-
-
-
-
-
(3,522,188)
(3,522,188)
New member injection
-
-
-
-
-
200
200
Balance at 31 March 2025
810
249,911
89
789,079
1,039,889
900
1,040,789
OTUS CAPITAL MANAGEMENT LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 April 2023
810
249,911
89
785,147
1,035,957
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
-
695
695
Balance at 31 March 2024
810
249,911
89
785,842
1,036,652
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
-
3,237
3,237
Balance at 31 March 2025
810
249,911
89
789,079
1,039,889
OTUS CAPITAL MANAGEMENT LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
3,958,060
4,141,907
Income taxes paid
(2,010)
(1,778)
Net cash inflow from operating activities
3,956,050
4,140,129
Investing activities
Purchase of tangible fixed assets
(14,633)
(35,287)
Interest received
80,179
66,790
Net cash generated from investing activities
65,546
31,503
Financing activities
Proceeds/(payments) for investment/divestment in LP
200
(100)
Distributions paid to non-controlling interests
(3,522,188)
(3,726,368)
Net cash used in financing activities
(3,521,988)
(3,726,468)
Net increase in cash and cash equivalents
499,608
445,164
Cash and cash equivalents at beginning of year
2,512,874
2,067,710
Cash and cash equivalents at end of year
3,012,482
2,512,874
OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
1
Accounting policies
Company information

Otus Capital Management Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 29 Queen Anne's Gate, London, SW1H 9BU.

 

The group consists of Otus Capital Management 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 principal accounting policies adopted are set out below.

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 £3,237 (2024: £695).

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:

 

Under Companies Act 2006, s454, on a voluntary basis, the directors can amend these financial statements if they subsequently prove to be defective.

1.2
Basis of consolidation

The consolidated financial statements incorporate those of Otus Capital Management Limited and its subsidiary (i.e. an entity that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of the subsidiary 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.

The Otus Capital Management Limited Partnership ("the partnership") is a qualifying partnership within the meaning of The Partnerships (Accounts) Regulations 2008. The results of the partnership are consolidated in the group accounts. In accordance with Section 7.1 of those regulations, the company has taken advantage of the exemption from the requirement of Sections 4 to 6 of those regulations.

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.

OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.4
Turnover

The consolidated turnover for the period has been derived from the principal activity wholly undertaken in the United Kingdom.

 

Turnover represents performance and management fees receivable for investment management services provided. Management fees are recognised as the service is provided. Performance fees are recognised when earned in accordance with the group's contractual entitlement.

All turnover in the period arose from the supply of services to the Americas and Europe.

1.5
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:

Office equipment
straight line over 3 years
Fixtures, fittings & equipment
straight line over 3 years
Bicycles
straight line over 3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.6
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

1.7
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.9
Financial instruments

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

 

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

 

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

Basic financial assets

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

Impairment of financial assets

Financial assets 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.

OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -

Basic financial liabilities, including creditors, 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.

1.10
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.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. The taxation payable on the partnership profits is solely the personal liability of the individual members consequently neither partnership taxation nor related deferred taxation arising in respect of the partnership are accounted for in these financial statements.

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. The tax on the LP profits is payable by the members and save as relates to the company’s share of profits or losses does not form part of the corporation tax charge.

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.

OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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.

1.13
Retirement benefits

The Group operates a defined contribution scheme for the benefit of its employees. Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to income 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 lease asset are consumed.

1.15
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 are included in the profit and loss account for the period.

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.

Estimated useful lives of tangible fixed assets

Estimation is required in determining the useful lives of such assets and their residual values.

Recoverability of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing any provision against trade and other debtors, management considers factors including the ageing profile of debtors and management's historical experience.

OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Management fees
5,617,750
5,771,720
Performance fees
1,175,188
1,737,733
Client research
284,740
300,630
7,077,678
7,810,083
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
(4)
-
Depreciation of owned tangible fixed assets
28,342
38,491
Operating lease charges
144,922
139,698
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
22,350
21,300
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Administration/compliance
7
7
7
7
Fund management
7
7
7
7
Total
14
14
14
14
OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
1,586,500
2,079,532
1,586,500
2,079,532
Social security costs
176,701
176,326
176,701
176,326
Pension costs
89,133
89,000
89,133
89,000
1,852,334
2,344,858
1,852,334
2,344,858
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
432,732
406,212
Company pension contributions to defined contribution schemes
40,000
30,000
472,732
436,212
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
137,394
136,804
Company pension contributions to defined contribution schemes
10,000
10,000
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
80,179
66,790
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
80,179
66,790
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
2,160
2,010
OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
9
Taxation
2025
2024
£
£
(Continued)
- 22 -
Deferred tax
Origination and reversal of timing differences
(1,397)
863
Total tax charge
763
2,873

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

2025
2024
£
£
Profit before taxation
3,526,188
3,729,936
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2024: 19.00%)
669,976
708,688
Tax effect of expenses that are not deductible in determining taxable profit
3
2,195
Tax effect of income not taxable in determining taxable profit
(669,216)
(708,010)
Taxation charge
763
2,873
10
Tangible fixed assets
Group
Office equipment
Fixtures, fittings & equipment
Bicycles
Total
£
£
£
£
Cost
At 1 April 2024
234,336
325,057
18,058
577,451
Additions
14,574
59
-
0
14,633
At 31 March 2025
248,910
325,116
18,058
592,084
Depreciation and impairment
At 1 April 2024
205,372
307,846
18,058
531,276
Depreciation charged in the year
20,802
7,540
-
0
28,342
At 31 March 2025
226,174
315,386
18,058
559,618
Carrying amount
At 31 March 2025
22,736
9,730
-
0
32,466
At 31 March 2024
28,964
17,211
-
0
46,175
OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
10
Tangible fixed assets
(Continued)
- 23 -
Company
Office equipment
Fixtures, fittings & equipment
Bicycles
Total
£
£
£
£
Cost
At 1 April 2024
234,336
325,057
18,058
577,451
Additions
14,574
59
-
0
14,633
At 31 March 2025
248,910
325,116
18,058
592,084
Depreciation and impairment
At 1 April 2024
205,372
307,846
18,058
531,276
Depreciation charged in the year
20,802
7,540
-
0
28,342
At 31 March 2025
226,174
315,386
18,058
559,618
Carrying amount
At 31 March 2025
22,736
9,730
-
0
32,466
At 31 March 2024
28,964
17,211
-
0
46,175
11
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
100
100
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024 and 31 March 2025
100
Carrying amount
At 31 March 2025
100
At 31 March 2024
100
OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
12
Subsidiaries

In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included in the balance sheet.

 

The subsidiary undertaking is Otus Capital Management Limited Partnership, registered in England and Wales. The company is the general partner of Otus Capital Management Limited Partnership and has made capital contributions to the Partnership. Otus Capital Management Limited Partnership's business is the provision of fund management services.

13
Financial instruments
Group
Company
2025
2024
2025
2024
£
£
£
£
Carrying amount of financial assets excluding bank balances and cash
Debt instruments measured at amortised cost
810,456
2,081,000
188,261
536,494
Carrying amount of financial liabilities
Measured at amortised cost
2,844,364
3,600,554
422,216
904,703
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Amounts owed by group undertakings
-
-
120,987
459,641
Other debtors
795,450
2,040,729
52,268
36,582
Prepayments and accrued income
102,521
94,521
102,521
94,521
897,971
2,135,250
275,776
590,744
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Corporation tax payable
2,160
2,010
2,160
2,010
Other taxation and social security
54,937
52,317
54,937
52,317
Other creditors
2,500,361
2,789,319
78,213
93,468
Accruals and deferred income
344,003
811,235
344,003
811,235
2,901,461
3,654,881
479,313
959,030
OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
16
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
669
2,066
Liabilities
Liabilities
2025
2024
Company
£
£
Accelerated capital allowances
669
2,066
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 April 2024
2,066
2,066
Credit to profit or loss
(1,397)
(1,397)
Liability at 31 March 2025
669
669
17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit and loss in respect of defined contribution schemes
89,133
89,000

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.

18
Share capital
Group and company
2025
2024
Ordinary share capital
£
£
Issued and fully paid
810 Ordinary shares of £1 each
810
810
OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
19
Reserves
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
785,842
785,147
785,842
785,147
Profit for the year
3,525,425
3,727,063
3,237
695
Distributions
(3,522,188)
(3,726,368)
-
-
At the end of the year
789,079
785,842
789,079
785,842
20
Contingent liability

A non-controlling interest in the company is held by a shareholder who also committed to make investment in funds under management. As part of the arrangements, the Company is party to an option contract that could possibly involve the company in being obliged to purchase this shareholding at a future date. It is not believed probable that such a purchase will be required and it is judged that such an event is unlikely. The value of the shareholding involved at 28 May 2021 was £300,000. It is impracticable to reasonably estimate the likelihood of such an event, the timing and cash outflow (if any).

 

21
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
2025
2024
2025
2024
£
£
£
£
Within one year
158,786
158,786
158,786
158,786
Between two and five years
19,407
178,193
19,407
178,193
178,193
336,979
178,193
336,979
OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
22
Related party transactions

Company

During the year the company received management fee income of £3,350,933 (2024: £3,849,875) from Otus Capital Management Limited Partnership, a partnership in which all directors are limited partners. At the balance sheet date the company was owed £120,987 (2024: £459,641) by the partnership.

 

Group

During the year the partnership declared distributions to partners of £3,522,188 (2024: £3,726,368).

 

Included within other creditors is £1,300,462 (2024: £1,272,983) owed to the directors of the company, and £1,121,686 (2024: £1,422,868) owed to the limited partners of Otus Capital Management Limited Partnership who are not directors of the company.

 

Key management personnel

Key management personnel of the company are considered to be the directors of Otus Capital Management Limited, the total compensation paid to these individuals, including distributions, by the group was £1,787,460 (2024: £1,728,693).

 

In addition, all other limited partners in Otus Capital Management Limited Partnership, who are not directors, are also considered to be group key management personnel. The total compensation paid to these individuals by the group, including distributions, was £2,414,983 (2024: £2,410,140).

 

Note 20 refers to an option arrangement and a party to that contract is a director and vendor of the options shares. The director may also assume a right or obligation to acquire the option shares in certain circumstances.

 

23
Controlling party
The ultimate controlling party is considered to be A Gibbs, the majority shareholder.
24
Cash generated from group operations
2025
2024
£
£
Profit after taxation
3,525,425
3,727,063
Adjustments for:
Taxation charged
763
2,873
Investment income
(80,179)
(66,790)
Depreciation and impairment of tangible fixed assets
28,342
38,491
Movements in working capital:
Decrease/(increase) in debtors
1,237,279
(75,630)
(Decrease)/increase in creditors
(753,570)
515,900
Cash generated from operations
3,958,060
4,141,907
OTUS CAPITAL MANAGEMENT LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 28 -
25
Analysis of changes in net funds - group
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
2,512,874
499,608
3,012,482
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