Company registration number 09252296 (England and Wales)
BP ROLLS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
BP ROLLS HOLDINGS LIMITED
CONTENTS
Page
Company information
1
Strategic report
2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
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 - 31
BP ROLLS HOLDINGS LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr D B Rolls
Mr C B Hocking
(Appointed 1 June 2025)
Company number
09252296
Registered office
Unit 28, Hopkinson Way
West Portway Industrial Estate
Andover
Hampshire
SP10 3LF
Auditor
Azets Audit Services
Third Floor, Gateway House
Tollgate
Chandlers Ford
Hampshire
United Kingdom
SO53 3TG
BP ROLLS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 2 -

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

Review of the business

The directors are pleased to report a group profit after tax which amounts to £1,473,999.

Turnover for the group, at £29,007,071 (2024: £27,702,788) represents an increase in group sales by £1,304,283, 4.71%, when compared with the previous year.

Gross profit margin for the year has increased to 33.21% compared to 25.93% last year. This, along with the increase in sales, has resulted in a gross profit of £9,632,642 compared to £7,183,360 an increase of £2,449,282. In the year we continued to be instrumental in the new EV arena our major supermarkets.

The commercial vehicle side of the business remains robust and the main component of the group's revenue streams, with an ever increasing contribution from the group's mobile repair and servicing offering.

A strong performer and growth area was the groups vehicles logistics business moving new home shopping vehicles into position across 4 different OEM manufactures.

With its suite of vertically integrated services the company is excited with the opportunities this cross fertilisation brings.

Future Developments

The BP Rolls Group is actively enhancing its mobile servicing and defect resolution capabilities, with further growth throughout 2026. This expansion enables a robust 24/7/364 service offering, seamlessly complementing the group’s vertically integrated suite of services. The company remains committed to further investments to strengthen its operational efficiency and client satisfaction. We are in the process of moving the last of our Kerosene burning ovens to Gas for environment and cost benefit, until or if newer technologies become viable.

Threats

The Government continues to burden business with increased utility bills with grid infrastructure upgrade levies alongside expensive other environmental levies, against the backdrop of some of the most expensive utility costs per Kwh in the world.

 

Key performance indicators

The group monitors the performance of each of its trading subsidiaries comparing sales and margins achieved from its principal trading incomes of labour and parts. The results are analysed each month together with overheads and remedial action is taken if they fall below target.

On behalf of the board

Mr D B Rolls
Director
21 July 2026
BP ROLLS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 3 -

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

Principal activities

The principal activity of the company and group continued to be that of the provision of a motor vehicle body building and repair service.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. 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. T J Abul
(Resigned 1 April 2026)
Mr D B Rolls
Mr C B Hocking
(Appointed 1 June 2025)
Auditor

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

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

In the case of each director in office at the date the directors’ report is approved:

BP ROLLS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 4 -
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 D B Rolls
Director
21 July 2026
BP ROLLS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BP ROLLS HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of BP Rolls Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the group profit and loss account, 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:

BP ROLLS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BP ROLLS HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception

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

 

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

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.

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.

BP ROLLS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BP ROLLS HOLDINGS LIMITED
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Michael Wesley FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
Statutory Auditor
Chartered Accountants
Thrid Floor, Gateway House
Tollgate
Chandlers Ford
Hampshire
United Kingdom
SO53 3TG
23 July 2026
BP ROLLS HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 OCTOBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
29,007,071
27,702,788
Cost of sales
(19,374,429)
(20,519,428)
Gross profit
9,632,642
7,183,360
Administrative expenses
(8,679,654)
(5,458,600)
Other operating income
1,098,290
1,281,528
Operating profit
5
2,051,278
3,006,288
Interest receivable and similar income
10,997
9,740
Interest payable and similar expenses
8
(80,631)
(135,622)
Profit before taxation
1,981,644
2,880,406
Tax on profit
9
(507,645)
(596,471)
Profit for the financial year
1,473,999
2,283,935
Profit for the financial year is all attributable to the owners of the parent company.

The notes on pages 14 to 31 form part of these financial statements.

BP ROLLS HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 OCTOBER 2025
31 October 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
-
0
3,442
Tangible assets
11
6,169,113
5,661,450
6,169,113
5,664,892
Current assets
Stocks
14
1,534,813
3,018,049
Debtors
15
5,743,200
9,603,658
Cash at bank and in hand
2,164,547
1,638,797
9,442,560
14,260,504
Creditors: amounts falling due within one year
16
(6,612,742)
(12,267,592)
Net current assets
2,829,818
1,992,912
Total assets less current liabilities
8,998,931
7,657,804
Creditors: amounts falling due after more than one year
17
(596,655)
(744,152)
Provisions for liabilities
Deferred tax liability
20
697,550
682,925
(697,550)
(682,925)
Net assets
7,704,726
6,230,727
Capital and reserves
Called up share capital
22
1,000
1,000
Profit and loss reserves
7,703,726
6,229,727
Total equity
7,704,726
6,230,727

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 21 July 2026 and are signed on its behalf by:
21 July 2026
Mr D B Rolls
Director
Company registration number 09252296 (England and Wales)
BP ROLLS HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 OCTOBER 2025
31 October 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
1,115,901
1,115,901
1,115,901
1,115,901
Current assets
Debtors
15
799,450
1,367,181
Cash at bank and in hand
64,126
1,013
863,576
1,368,194
Creditors: amounts falling due within one year
16
(1,810)
(681,428)
Net current assets
861,766
686,766
Net assets
1,977,667
1,802,667
Capital and reserves
Called up share capital
22
1,000
1,000
Profit and loss reserves
1,976,667
1,801,667
Total equity
1,977,667
1,802,667

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 £175,000 (2024 - £400,000 profit).

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

The financial statements were approved by the board of directors and authorised for issue on 21 July 2026 and are signed on its behalf by:
21 July 2026
Mr D B Rolls
Director
Company registration number 09252296 (England and Wales)
BP ROLLS HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2025
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 November 2023
1,000
3,945,792
3,946,792
Year ended 31 October 2024:
Profit and total comprehensive income
-
2,283,935
2,283,935
Balance at 31 October 2024
1,000
6,229,727
6,230,727
Year ended 31 October 2025:
Profit and total comprehensive income
-
1,473,999
1,473,999
Balance at 31 October 2025
1,000
7,703,726
7,704,726
BP ROLLS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2025
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 November 2023
1,000
1,401,667
1,402,667
Year ended 31 October 2024:
Profit and total comprehensive income for the year
-
400,000
400,000
Balance at 31 October 2024
1,000
1,801,667
1,802,667
Year ended 31 October 2025:
Profit and total comprehensive income
-
175,000
175,000
Balance at 31 October 2025
1,000
1,976,667
1,977,667
BP ROLLS HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
2,541,794
1,630,983
Interest paid
(80,631)
(135,622)
Income taxes paid
(293,598)
(53,340)
Net cash inflow from operating activities
2,167,565
1,442,021
Investing activities
Purchase of tangible fixed assets
(1,254,631)
(3,427,664)
Proceeds from disposal of tangible fixed assets
60,257
1,664,891
Movement in directors loan account
(58,979)
-
Interest received
10,997
9,740
Net cash used in investing activities
(1,242,356)
(1,753,033)
Financing activities
Repayment of bank loans
(72,495)
(65,416)
Payment of finance leases obligations
(326,964)
(175,439)
Net cash used in financing activities
(399,459)
(240,855)
Net increase/(decrease) in cash and cash equivalents
525,750
(551,867)
Cash and cash equivalents at beginning of year
1,638,797
2,190,664
Cash and cash equivalents at end of year
2,164,547
1,638,797
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2025
- 14 -
1
Accounting policies
Company information

BP Rolls Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 28, Hopkinson Way, West Portway Industrial Estate, Andover, Hampshire, SP10 3LF.

 

The group consists of BP Rolls Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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

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

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

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company BP Rolls Holdings Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 October 2025. 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.

1.3
Going concern

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

1.4
Turnover

The group's principal activity is the provision of a motor vehicle body building and repair service.

 

Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers during the year. Revenue is recognised when the company becomes entitled to it - usually on the completion of the agreed work.

BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 15 -
1.5
Intangible fixed assets - goodwill

Goodwill

Positive goodwill is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life. It is reviewed for impairment at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

 

If a subsidiary, associate or business is subsequently sold or closed, any goodwill arising on acquisition that was written off directly to reserves or that has not been amortised through the profit and loss account is taken into account in determining the profit or loss on sale or closure.

 

Amortisation

Amortisation is provided on intangible fixed assets so as to write off the cost, less any estimated residual value, over their expected useful economic life as follows:

 

Goodwill    is now fully amortised.

1.6
Tangible fixed assets

Fixed assets are stated at historical cost less depreciation and less any impairment losses.

Depreciation is provided on all tangible fixed assets at rates calculated to write each asset down to its estimated residual value over its expected useful. life, as follows:

Freehold Land
no depreciation
Freehold property improvements
over 10 years
Short leasehold improvements
over 5 years
Long leasehold property/freehold buildings
over 50 years
Fixtures and fittings
over 2, 3, 4, 5 and 7 years
Assets under construction
no depreciation until asset is in use

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.

1.7
Fixed asset investments

Fixed asset investments are stated at historical cost less any provision for diminution in value.

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

1.8
Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value. Cost of finished goods and work in progress includes attributable labour and material costs. Net realisable value is based upon estimated selling price less further costs expected to be incurred to completion and disposal. Provision is made for obsolete and slow-moving items.

1.9
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.

1.10
Financial instruments

Amounts payable or receivable on derivatives held to manage interest rate risk. (including swap agreements) are recognised over .the period of the contract. Changes in the derivative's fair value are not recognised.

BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 16 -
Basic financial assets

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

Other financial assets

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

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying mount 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 company 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.

BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 17 -
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.

Derecognition of financial liabilities

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

1.11
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.

1.12
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.

BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
1
Accounting policies
(Continued)
- 18 -
1.13
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.

1.14
Retirement benefits

The group operates a defined contribution pension scheme. The pension costs charged in the financial statements represent the contributions payable by the group during the year.

1.15
Leases

Assets financed under finance leases and similar arrangements such as hire purchase contracts, are capitalised in the balance sheet and depreciated over their useful economic lives.

 

The interest element of payments under such arrangements is charged to the profit and loss account so as to give a periodic charge commensurate with the balance outstanding.

 

Rentals paid under operating leases are charged to the profit and loss account as they fall due.

2
Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Signifciant judgements

The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as disclosed in the accounting policies.

Key sources of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are as disclosed in the accounting policies.

Work in Progress

Work in Progress (WIP) is measured on a cost basis where this is not released to the Profit and Loss Account until the job has been completed and is ready for customer collection. Therefore, controls have been implemented to release the cost when the revenue in recognised within the Profit and Loss Account to ensure that the cost matches the income within the financial statements and that the cut off of revenue and expenses is correct.

BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 19 -
3
Turnover and other revenue

 

2025
2024
£
£
Turnover analysed by class of business
Repairs and servicing of vehicles
23,315,508
19,814,642
Sale of electric vehicles
5,391,563
7,587,666
Management charge received
300,000
300,480
29,007,071
27,702,788
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
29,007,071
27,702,788
2025
2024
£
£
Other revenue
Interest income
10,997
9,740
Grants received
-
20,000
Insurance income revenue items
1,098,290
1,251,179
4
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
37,850
1,500
Audit of the financial statements of the company's subsidiaries
-
28,500
37,850
30,000
For other services
Taxation compliance services
8,250
5,500
Preparation of consolidated financial statements
3,750
3,500
12,000
9,000
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 20 -
5
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Government grants
-
(20,000)
Depreciation of owned tangible fixed assets
790,203
609,589
Depreciation of tangible fixed assets held under finance leases
141,715
80,330
Loss/(profit) on disposal of tangible fixed assets
7,931
(1,469,465)
Amortisation of intangible assets
3,442
16,528
Operating lease charges
861,715
687,832
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
Directors
3
4
3
2
Admin
113
105
-
-
Productive
124
116
-
-
Total
240
225
3
2

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
9,855,336
8,529,123
-
0
-
0
Social security costs
1,155,519
842,467
-
-
Pension costs
240,176
182,541
-
0
-
0
11,251,031
9,554,131
-
0
-
0
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 21 -
7
Directors' remuneration
The directors do not receive remuneration from the BP Rolls Holdings Limited as a standalone company, instead the directors have been remunerated by companies within the group. Total directors' remuneration has been detailed below:
2025
2024
£
£
Remuneration for qualifying services
571,402
429,677
Company pension contributions to defined contribution schemes
5,462
4,921
576,864
434,598
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
445,777
321,844

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 1).

8
Interest payable and similar expenses
2025
2024
£
£
Other finance costs:
Interest on finance leases and hire purchase contracts
66,280
110,436
Other interest
14,351
25,186
Total finance costs
80,631
135,622
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
537,173
216,899
Deferred tax
Origination and reversal of timing differences
(29,528)
379,572
Total tax charge
507,645
596,471
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
9
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:

2025
2024
£
£
Profit before taxation
1,981,644
2,880,406
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
495,411
720,102
Tax effect of expenses that are not deductible in determining taxable profit
12,234
7,264
Unutilised tax losses carried forward
-
0
(5,361)
Permanent capital allowances in excess of depreciation
-
0
(125,166)
Tax at marginal rate
-
0
(368)
Taxation charge
507,645
596,471

The group has £321,089 (2024: £161,066) of taxable trading losses that have been carried forward to set against future trading profits.

BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 23 -
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 November 2024 and 31 October 2025
227,728
Amortisation and impairment
At 1 November 2024
224,286
Amortisation charged for the year
3,442
At 31 October 2025
227,728
Carrying amount
At 31 October 2025
-
0
At 31 October 2024
3,442
The company had no intangible fixed assets at 31 October 2025 or 31 October 2024.
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 24 -
11
Tangible fixed assets
Group
Freehold Land and Property
Freehold property improvements
Short leasehold improvements
Assets under construction
Plant and machinery
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 November 2024
2,497,885
1,394,040
181,213
-
0
2,659,462
2,373,251
9,105,851
Additions
4,193
65,167
-
0
66,804
317,423
1,054,182
1,507,769
Disposals
-
0
-
0
-
0
-
0
(74,257)
(35,066)
(109,323)
At 31 October 2025
2,502,078
1,459,207
181,213
66,804
2,902,628
3,392,367
10,504,297
Depreciation and impairment
At 1 November 2024
80,204
494,488
142,676
-
0
1,605,327
1,121,706
3,444,401
Depreciation charged in the year
65,957
94,776
4,238
-
0
228,424
538,523
931,918
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(6,069)
(35,066)
(41,135)
At 31 October 2025
146,161
589,264
146,914
-
0
1,827,682
1,625,163
4,335,184
Carrying amount
At 31 October 2025
2,355,917
869,943
34,299
66,804
1,074,946
1,767,204
6,169,113
At 31 October 2024
2,417,681
899,552
38,537
-
0
1,054,135
1,251,545
5,661,450
The company had no tangible fixed assets at 31 October 2025 or 31 October 2024.
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
11
Tangible fixed assets
(Continued)
- 25 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Motor vehicles
596,716
422,766
-
0
-
0
Plant and machinery
-
181,283
-
-
596,716
604,049
-
-

The depreciation charge in respect of the above assets was £141,715 (2024: £80,330).

12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
1,115,901
1,115,901
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 November 2024 and 31 October 2025
1,115,901
Carrying amount
At 31 October 2025
1,115,901
At 31 October 2024
1,115,901
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 26 -
13
Subsidiaries

Details of the company's subsidiaries at 31 October 2025 are as follows:

Name of undertaking
Principal activity
Class of
% Held
shares held
Direct
Indirect
BP Rolls Group Limited
Holding company
Ordinary
100.00
-
B P Rolls Limited
Motor vehicle body building and repair service
Ordinary
0
100.00
BP Rolls (Newport) Limited
Commercial vehicle repair
Ordinary
0
100.00
BP Rolls (Hull) Limited
Motor vehicle servicing
Ordinary
0
100.00
BP Rolls Automotive Ltd
Motor vehicle servicing
Ordinary
0
100.00
BP Rolls (Maxus) Ltd
Electric van dealership and servicing
Ordinary
100.00
-
BP Rolls (North West) Limited
Motor vehicle servicing
Ordinary
0
100.00

The companies listed below are entitled to, and have taken advantage of, the exemption for audit available under section 479A of the Companies Act 2006 relating to subsidiary companies. In order for the subsidiary to claim this exemption, the parent Company must guarantee all outstanding liabilities that the subsidiaries are subject to at the year end under section 479A. Accordingly, the Company guarantees all outstanding liabilties as at 31 October 2025.

 

BP Rolls Group Limited (company number 04322388)

B P Rolls Limited (company number 02282824)

BP Rolls (Newport) Limited (company number 04178006)

BP Rolls (Hull) Limited (company number 06572243)

BP Rolls Automotive Ltd (company number 10374423)

BP Rolls (Maxus) Ltd (company number 13385480)

BP Rolls (North West) Limited (company number 14505310)

 

14
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
958,668
814,922
-
-
Work in progress
576,145
2,203,127
-
-
1,534,813
3,018,049
-
-
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 27 -
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,600,736
8,087,294
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
739,420
1,366,130
Other debtors
445,671
576,346
60,030
1,051
Prepayments and accrued income
612,373
899,751
-
0
-
0
5,658,780
9,563,391
799,450
1,367,181
Deferred tax asset (note 20)
84,420
40,267
-
0
-
0
5,743,200
9,603,658
799,450
1,367,181
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
18
74,924
52,021
-
0
-
0
Obligations under finance leases
19
223,547
245,274
-
0
-
0
Trade creditors
3,495,709
9,325,128
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,765
332,801
Corporation tax payable
460,574
216,999
-
0
-
0
Other taxation and social security
1,424,466
815,989
-
0
-
0
Other creditors
632,142
910,373
45
348,627
Accruals and deferred income
301,380
701,808
-
0
-
0
6,612,742
12,267,592
1,810
681,428
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
18
396,498
491,896
-
0
-
0
Obligations under finance leases
19
200,157
252,256
-
0
-
0
596,655
744,152
-
-
Amounts included above which fall due after five years are as follows:
Payable by instalments
52,963
247,189
-
-
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 28 -
18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
471,422
543,917
-
0
-
0
Payable within one year
74,924
52,021
-
0
-
0
Payable after one year
396,498
491,896
-
0
-
0

The bank loan are secured by fixed and floating charges on the assets of the Group incorporating specific charges over freehold and long leasehold properties owned by the Group.

The bank loans are repayable by monthly instalments over periods ranging between 7 and 25 years, the seven year loans bearing interest at 2% above base rate and the 25 year loan bearing interest at base rate plus a 1.4% margin.

19
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
223,547
245,274
-
0
-
0
In two to five years
200,157
252,256
-
0
-
0
423,704
497,530
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

 

Obligations under finance lease are secured againist the assets to which they relate.

20
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
697,550
682,925
-
-
Tax losses
-
-
80,273
40,267
Retirement benefit obligations
-
-
4,147
-
697,550
682,925
84,420
40,267
BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
20
Deferred taxation
(Continued)
- 29 -
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 November 2024
642,658
-
Credit to profit or loss
(29,528)
-
Liability at 31 October 2025
613,130
-

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above is expected to reverse over the useful life of the fixed assets and relates to accelerated capital allowances that are expected to mature within the same period.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
226,691
171,244

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Contributions totalling £44,219 (2024: £38,355) were payable to the schemes at the end of the year and are included in creditors.

22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
900
900
900
900
Ordinary A shares of £1 each
100
100
100
100
1,000
1,000
1,000
1,000

All shares rank pari passu with the exception that on the issue of new shares, such shares shall be offered to existing shareholders of that class in proportion to their respective holdings, in accordance with the applicable pre-emption provisions.

BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 30 -
23
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
681,240
536,583
-
-
Between two and five years
1,431,147
1,268,570
-
-
In over five years
1,079,480
1,102,469
-
-
3,191,867
2,907,622
-
-
24
Related party transactions

Mr D B Rolls

(Director and shareholder)

Mr D B Rolls owns a commercial property that is leased to the Group. During the year under review the rental charge for this property amounted to £275,750 (2024: £273,090). During the year, loan repayments of £nil (2024: £50,000) were made to Mr D B Rolls.

 

Relative of a director

A relative of a director was advanced £62,979 (2024: £50,000). At the balance sheet date the amount due from a relative of a director was £58,979 (2024: due to £4,000).

 

Postgrove Capital Limited

(Mr D B Rolls is the controlling shareholder)

The group also leases four commercial properties from Postgrove Capital Limited. The rent charge for the year amounted to £292,917 (2024: £217,148).

 

BP Rolls Signs & Graphics Limited

(Under common control)

During the year, the Group made sales of £334,203 (2024: £70,602) and purchases of £358,674 (2024: £268,724) from BP Rolls Signs & Graphics Limited. In addition, a mangement charge was paid by BP Rolls Signs & Graphics Limited of £300,000 (2024: £300,480). At the balance sheet date, the amount due from BP Rolls Signs & Graphics Limited was £7,744 (2024: due to £17,134).

 

The group has taken advantage of the exemption in FRS 102 from disclosing transactions with other members of the group.

25
Ultimate controlling party

The ultimate controlling party is Mr David Rolls, by virtue of his majority shareholding in BP Rolls Holdings Limited.

BP ROLLS HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2025
- 31 -
26
Cash generated from group operations
2025
2024
£
£
Profit after taxation
1,473,999
2,283,935
Adjustments for:
Taxation charged
507,645
596,471
Finance costs
80,631
135,622
Investment income
(10,997)
(9,740)
Loss/(gain) on disposal of tangible fixed assets
7,931
(1,469,465)
Amortisation and impairment of intangible assets
3,442
16,528
Depreciation and impairment of tangible fixed assets
931,918
689,919
Movements in working capital:
Decrease/(increase) in stocks
1,483,236
(1,745,181)
Decrease/(increase) in debtors
3,963,590
(3,777,032)
(Decrease)/increase in creditors
(5,899,601)
4,909,926
Cash generated from operations
2,541,794
1,630,983
27
Analysis of changes in net funds - group
1 November 2024
Cash flows
New finance leases
31 October 2025
£
£
£
£
Cash at bank and in hand
1,638,797
525,750
-
2,164,547
Borrowings excluding overdrafts
(543,917)
72,495
-
(471,422)
Obligations under finance leases
(497,530)
326,964
(253,138)
(423,704)
597,350
925,209
(253,138)
1,269,421
2025-10-312024-11-01falsefalseCCH SoftwareCCH Accounts Production 2026.100Mr. T J AbulMr D B RollsMr C B 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