Company registration number 10875072 (England and Wales)
SUN & ZHOU LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
SUN & ZHOU LIMITED
COMPANY INFORMATION
Directors
Mr Xingjian Zhou
Ms Grace Sun
Company number
10875072
Registered office
First Floor
3-5 Globe Road
London
E1 4DT
Auditor
Morgan Berkeley Limited
Westgate Chambers
8a Elm Park Road
Pinner
Middlesex
HA5 3LA
Business address
First Floor
3-5 Globe Road
London
E1 4DT
SUN & ZHOU LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 28
SUN & ZHOU LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
- 1 -

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

Review of the business

The principal activity of the group continued to be that of renting large houses from landlords on long term contracts and letting rooms out to tenants on short term tenancies. The results for the year and financial position at the year end were considered satisfactory by the directors.

 

Results and performance

The results of the group for the year, as set out on pages 7, show a profit on ordinary activities before tax of £0.26m (2023: £0.87m). The shareholders' funds of the group total £4.67m (2023: £4.97m).

 

Business environment

In the opinion of the directors, the past few years have dictated that the business improved in all areas of its operations and this has provided a robust framework for continued expansion of the business for the future.

 

Strategy

The group's success is dependent on the selection of the right locations, type of properties, and good ongoing service management of these properties. In this market, the group has continuously strived to consolidate its position by covering different categories of properties of different standards so as to capture the tenants at various levels of affordability. The company will continue to consolidate its position and concentrate its efforts on achieving maximum growth in its existing market segments. Tenant service remains a top priority.

 

Key performance indicators

The directors monitor the progress of the Group by reference to the following KPI's:

 

2024     2023        

Group turnover                    £18.13m £16.15m    

Gross Profit                     £3.35m £3.91m    

Profit/(loss) on ordinary activities before tax          £0.26m          £0.87m

Principal risks and uncertainties

The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to Board approval and ongoing review by management. Compliance with regulations and legal is a high priority.

 

The group has developed a framework for identifying risks by regular management meetings. The financial risks are monitored by the group and company by monitoring its cash flows regularly.

On behalf of the board

Mr Xingjian Zhou
Director
6 August 2025
SUN & ZHOU LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
- 2 -

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

Principal activities

The principal activity of the group continued to be that of renting houses from landlords on long-term contracts and letting out rooms to tenants on short-term tenancies.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £350,000. The directors do not recommend payment of a further dividend.

Directors

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

Mr Xingjian Zhou
Ms Grace Sun
Financial instruments

Treasury operations and financial instruments

The group operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the group’s activities.

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

Credit Risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Future developments

With the increasing demand for quality housing in London, the directors feel that its existing and established position in the market combined with its continued investment in innovative system and processes, will support and strengthen its position.

Auditor

Morgan Berkeley Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

SUN & ZHOU LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 3 -
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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr Xingjian Zhou
Director
6 August 2025
SUN & ZHOU LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SUN & ZHOU LIMITED
- 4 -
Opinion

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

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

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:

SUN & ZHOU LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SUN & ZHOU LIMITED
- 5 -
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.

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 Irregularities, including fraud, is are instance 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. We also considered laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006.

 

We evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance.

Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included, but were not limited to:

 

SUN & ZHOU LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SUN & ZHOU LIMITED
- 6 -

Our audit procedures in relation to fraud included but were not limited to:

 

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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.

Pierre Yat Keung Leong (Senior Statutory Auditor)
For and on behalf of Morgan Berkeley Limited
7 August 2025
Chartered Certified Accountants
Statutory Auditor
Westgate Chambers
8a Elm Park Road
Pinner
Middlesex
HA5 3LA
SUN & ZHOU LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 AUGUST 2024
- 7 -
2024
2023
Notes
£
£
Turnover
4
18,132,412
16,149,762
Cost of sales
(14,777,987)
(12,235,779)
Gross profit
3,354,425
3,913,983
Administrative expenses
(2,982,359)
(2,932,195)
Operating profit
3
372,066
981,788
Interest receivable and similar income
6
40,960
51,857
Interest payable and similar expenses
7
(157,137)
(162,450)
Profit before taxation
255,889
871,195
Tax on profit
8
(188,679)
(278,704)
Profit for the financial year
67,210
592,491
Profit for the financial year is all attributable to the owners of the parent company.
SUN & ZHOU LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
- 8 -
2024
2023
£
£
Profit for the year
67,210
592,491
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
67,210
592,491
Total comprehensive income for the year is all attributable to the owners of the parent company.
SUN & ZHOU LIMITED
GROUP BALANCE SHEET
AS AT
31 AUGUST 2024
31 August 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
10
1,375,481
1,833,976
Tangible assets
14
241,217
309,846
Investment property
11
5,419,632
5,419,632
7,036,330
7,563,454
Current assets
Debtors
15
2,417,440
1,895,469
Cash at bank and in hand
356,066
883,400
2,773,506
2,778,869
Creditors: amounts falling due within one year
16
(1,283,998)
(1,333,268)
Net current assets
1,489,508
1,445,601
Total assets less current liabilities
8,525,838
9,009,055
Creditors: amounts falling due after more than one year
17
(3,826,298)
(4,026,220)
Provisions for liabilities
Deferred tax liability
19
12,200
12,706
(12,200)
(12,706)
Net assets
4,687,340
4,970,129
Capital and reserves
Called up share capital
21
1,001
1,000
Share premium account
6,467,000
6,467,000
Profit and loss reserves
(1,780,661)
(1,497,871)
Total equity
4,687,340
4,970,129

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 6 August 2025 and are signed on its behalf by:
06 August 2025
Mr Xingjian Zhou
Director
Company registration number 10875072 (England and Wales)
SUN & ZHOU LIMITED
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2024
31 August 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investment property
11
5,123,281
5,123,281
Investments
12
6,468,100
6,468,000
11,591,381
11,591,281
Current assets
Debtors
15
363,235
208,766
Cash at bank and in hand
60,106
60,809
423,341
269,575
Creditors: amounts falling due within one year
16
(63,821)
(38,191)
Net current assets
359,520
231,384
Total assets less current liabilities
11,950,901
11,822,665
Creditors: amounts falling due after more than one year
17
(3,567,964)
(3,567,887)
Net assets
8,382,937
8,254,778
Capital and reserves
Called up share capital
21
1,001
1,000
Share premium account
6,467,000
6,467,000
Profit and loss reserves
1,914,936
1,786,778
Total equity
8,382,937
8,254,778

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 £478,158 (2023 - £976,226 profit)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 6 August 2025 and are signed on its behalf by:
06 August 2025
Mr Xingjian Zhou
Director
Company registration number 10875072 (England and Wales)
SUN & ZHOU LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 2022
1,000
6,467,000
(1,490,362)
4,977,638
Year ended 31 August 2023:
Profit and total comprehensive income
-
-
592,491
592,491
Dividends
9
-
-
(600,000)
(600,000)
Balance at 31 August 2023
1,000
6,467,000
(1,497,871)
4,970,129
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
67,210
67,210
Issue of share capital
21
1
-
0
-
1
Dividends
9
-
-
(350,000)
(350,000)
Balance at 31 August 2024
1,001
6,467,000
(1,780,661)
4,687,340
SUN & ZHOU LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 September 2022
1,000
6,467,000
1,410,552
7,878,552
Year ended 31 August 2023:
Profit and total comprehensive income for the year
-
-
976,226
976,226
Dividends
9
-
-
(600,000)
(600,000)
Balance at 31 August 2023
1,000
6,467,000
1,786,778
8,254,778
Year ended 31 August 2024:
Profit and total comprehensive income
-
-
478,158
478,158
Issue of share capital
21
1
-
0
-
1
Dividends
9
-
-
(350,000)
(350,000)
Balance at 31 August 2024
1,001
6,467,000
1,914,936
8,382,937
SUN & ZHOU LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
436,294
1,345,123
Interest paid
(157,137)
(162,450)
Income taxes paid
(277,577)
(228,441)
Net cash inflow from operating activities
1,580
954,232
Investing activities
Purchase of tangible fixed assets
(23,553)
(208,830)
Proceeds from disposal of tangible fixed assets
3,600
36,702
Purchase of investment property
-
(84,491)
Interest received
40,960
51,857
Net cash generated from/(used in) investing activities
21,007
(204,762)
Financing activities
Proceeds from issue of shares
1
-
Repayment of bank loans
(199,922)
(200,137)
Dividends paid to equity shareholders
(350,000)
(600,000)
Net cash used in financing activities
(549,921)
(800,137)
Net decrease in cash and cash equivalents
(527,334)
(50,667)
Cash and cash equivalents at beginning of year
883,400
934,067
Cash and cash equivalents at end of year
356,066
883,400
SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 14 -
1
Accounting policies
Company information

Sun & Zhou Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, 3-5 Globe Road, London E1 4DT.

 

The group consists of Sun & Zhou Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. 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, joint ventures and associates 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. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Sun & Zhou Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 August 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.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 15 -
1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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
Over the life of the lease
Plant and equipment
25% straight line
Fixtures and fittings
25% straight line
Motor vehicles
25% 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.

1.8
Investment property

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

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

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

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 16 -

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

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.

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.

Basic financial assets

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

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 17 -
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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial liabilities

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

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.

SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 19 -
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.

2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Assessing whether there are indicators of impairment for investment properties and other fixed assets and determining the recoverable amount involves significant judgement. Management evaluates factors such as the physical condition of assets, changes in market conditions, and the expected future cash flows from the rental assets to determine whether an impairment loss should be recognised. Impairment losses are recognised in the statement of comprehensive income and result in a reduction in the carrying amount of assets in the statement of financial position.

Determining the fair value of investment properties at each reporting date involves significant estimation and judgement. Management uses valuation techniques such as discounted cash flow analysis, comparable market transactions, and other relevant factors to estimate the fair value of investment properties. Changes in the fair value of investment properties are recognised in the statement of comprehensive income, which can have a significant impact on reported profit or loss for the period.

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.

Determining the fair value of investment properties at each reporting date involves uncertainty due to market fluctuations and valuation techniques. Changes in property market conditions, interest rates, and the availability of comparable market transactions can affect the estimation of fair value. While there remains an element of uncertainty surrounding the quantum of fair value of investment property, the amount recognised in the financial statements is based on the professional valuation and reflects management's best estimate of the fair value at the reporting date.

SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 20 -
3
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Fees payable to the group's auditor for the audit of the group's financial statements
7,200
5,000
Depreciation of owned tangible fixed assets
89,396
68,108
Profit on disposal of tangible fixed assets
(814)
(26,128)
Amortisation of intangible assets
458,495
458,495
Operating lease charges
103,094
98,210
4
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Rent receivable
18,132,412
16,149,762
2024
2023
£
£
Other significant revenue
Interest income
40,960
51,857
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
18,132,412
16,149,762
5
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Total
83
75
2
2
SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
5
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
2,930,270
2,495,016
-
0
-
0
Social security costs
306,077
266,909
-
-
Pension costs
65,769
46,134
-
0
-
0
3,302,116
2,808,059
-
0
-
0
6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
6,881
6,098
Other interest income
34,079
45,759
Total income
40,960
51,857
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
6,881
6,098
7
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
157,137
162,450
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
189,185
277,616
Deferred tax
Origination and reversal of timing differences
(506)
1,088
Total tax charge
188,679
278,704
SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
8
Taxation
(Continued)
- 22 -

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

2024
2023
£
£
Profit before taxation
255,889
871,195
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 21.60%)
63,972
188,178
Tax effect of expenses that are not deductible in determining taxable profit
146
-
0
Tax effect of income not taxable in determining taxable profit
(203)
(5,623)
Permanent capital allowances in excess of depreciation
(11,703)
(3,342)
Depreciation on assets not qualifying for tax allowances
22,349
-
0
Amortisation on assets not qualifying for tax allowances
114,625
98,043
Other permanent differences
(507)
1,524
Pre-acquisition - group adjustment
-
0
(76)
Taxation charge
188,679
278,704
9
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
350,000
600,000
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 September 2023 and 31 August 2024
4,584,946
Amortisation and impairment
At 1 September 2023
2,750,970
Amortisation charged for the year
458,495
At 31 August 2024
3,209,465
Carrying amount
At 31 August 2024
1,375,481
At 31 August 2023
1,833,976
The company had no intangible fixed assets at 31 August 2024 or 31 August 2023.
SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
10
Intangible fixed assets
(Continued)
- 23 -

More information on impairment movements in the year is given in note .

11
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 September 2023 and 31 August 2024
5,419,632
5,123,281
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
6,468,100
6,468,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 September 2023
6,468,000
Additions
100
At 31 August 2024
6,468,100
Carrying amount
At 31 August 2024
6,468,100
At 31 August 2023
6,468,000
13
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Oliver Walton Ltd
England and Wales
Ordinary
100.00
OW Property Services Ltd
England and Wales
Ordinary
100.00
SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 24 -
14
Tangible fixed assets
Group
Leasehold improve-ments
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 September 2023
125,061
208,439
198,561
283,556
815,617
Additions
-
0
23,553
-
0
-
0
23,553
Disposals
-
0
(19,041)
-
0
-
0
(19,041)
At 31 August 2024
125,061
212,951
198,561
283,556
820,129
Depreciation and impairment
At 1 September 2023
50,669
117,778
183,871
153,453
505,771
Depreciation charged in the year
8,337
37,764
3,896
39,399
89,396
Eliminated in respect of disposals
-
0
(16,255)
-
0
-
0
(16,255)
At 31 August 2024
59,006
139,287
187,767
192,852
578,912
Carrying amount
At 31 August 2024
66,055
73,664
10,794
90,704
241,217
At 31 August 2023
74,392
90,661
14,690
130,103
309,846
15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
315,626
179,344
-
0
-
0
Amounts owed by group undertakings
-
-
298,790
139,253
Other debtors
2,047,466
1,683,278
64,445
69,513
Prepayments and accrued income
54,348
32,847
-
0
-
0
2,417,440
1,895,469
363,235
208,766
SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 25 -
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
18
200,000
200,000
-
0
-
0
Payments received on account
359,228
203,119
-
0
-
0
Trade creditors
65,734
196,858
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
100
-
0
Corporation tax payable
189,182
277,574
42,715
20,891
Other taxation and social security
88,853
75,344
-
-
Other creditors
330,435
277,034
14,805
12,301
Accruals and deferred income
50,566
103,339
6,201
4,999
1,283,998
1,333,268
63,821
38,191

The bank loans and overdrafts are secured by a fixed and floating charge over all current and future assets of the company.

17
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
18
3,826,298
4,026,220
3,567,964
3,567,887

The bank loans and overdrafts are secured by a fixed and floating charge over all current and future assets of the company.

18
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
4,026,298
4,226,220
3,567,964
3,567,887
Payable within one year
200,000
200,000
-
0
-
0
Payable after one year
3,826,298
4,026,220
3,567,964
3,567,887

The bank loans and overdrafts are secured by a fixed and floating charge over all current and future assets of the company.

 

 

SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 26 -
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
12,200
12,706
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 September 2023
12,706
-
Credit to profit or loss
(506)
-
Liability at 31 August 2024
12,200
-

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
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
65,769
46,134

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.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,001
1,000
1,001
1,000
SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 27 -
22
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
2023
2024
2023
£
£
£
£
Within one year
70,000
70,000
-
-
Between two and five years
280,000
280,000
-
-
In over five years
207,083
277,083
-
-
557,083
627,083
-
-
23
Related party transactions

South Brooks Limited and Oliver Walton Limited are connected companies, with Xingijan Zhou being a director in both companies.

 

During the year, Oliver Walton made loans to South Brooks Limited totalling £212,967 (2023: £970,153). A commercial rate of interest is charged on the loan, and an amount of £1,221,623 (2023: £1,008,656) was outstanding at the balance sheet date.

24
Directors' transactions

The below loans are expected to be repaid before 31 May 2024.

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
2.25
(6,151)
197,059
1,864
(200,176)
(7,404)
2.25
(6,151)
197,059
1,864
(200,176)
(7,404)
(12,302)
394,118
3,728
(400,352)
(14,808)
SUN & ZHOU LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 28 -
25
Cash generated from group operations
2024
2023
£
£
Profit after taxation
67,210
592,491
Adjustments for:
Taxation charged
188,679
278,704
Finance costs
157,137
162,450
Investment income
(40,960)
(51,857)
Gain on disposal of tangible fixed assets
(814)
(26,128)
Amortisation and impairment of intangible assets
458,495
458,495
Depreciation and impairment of tangible fixed assets
89,396
68,108
Movements in working capital:
Increase in debtors
(521,971)
(127,482)
Increase/(decrease) in creditors
39,122
(9,658)
Cash generated from operations
436,294
1,345,123
26
Analysis of changes in net debt - group
1 September 2023
Cash flows
31 August 2024
£
£
£
Cash at bank and in hand
883,400
(527,334)
356,066
Borrowings excluding overdrafts
(4,226,220)
199,922
(4,026,298)
(3,342,820)
(327,412)
(3,670,232)
27
Analysis of changes in net debt - company
1 September 2023
Cash flows
31 August 2024
£
£
£
Cash at bank and in hand
60,809
(703)
60,106
Borrowings excluding overdrafts
(3,567,887)
(77)
(3,567,964)
(3,507,078)
(780)
(3,507,858)
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