Company registration number 00442441 (England and Wales)
ABBEY COMMERCIAL INVESTMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
PAGES FOR FILING WITH REGISTRAR
ABBEY COMMERCIAL INVESTMENTS LIMITED
CONTENTS
Page
Group statement of financial position
1 - 2
Company statement of financial position
3
Notes to the financial statements
4 - 24
ABBEY COMMERCIAL INVESTMENTS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
30 June 2022
2022
2021
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
5
2,267,389
1,793,033
Negative goodwill
5
(339,116)
(339,116)
Net goodwill
1,928,273
1,453,917
Property, plant and equipment
6
10,432,793
10,961,400
Investment properties
7
42,132,844
47,230,339
Investments
8
642,330
55,136,240
59,645,656
Current assets
Inventories
27,101,769
26,153,451
Trade and other receivables
10
9,652,477
8,473,644
Cash at bank and in hand
4,722,011
2,289,771
41,476,257
36,916,866
Current liabilities
11
(25,765,865)
(12,658,918)
Net current assets
15,710,392
24,257,948
Total assets less current liabilities
70,846,632
83,903,604
Non-current liabilities
12
(32,953,432)
(47,320,727)
Provisions for liabilities
14
(3,539,121)
(3,709,453)
Net assets
34,354,079
32,873,424
- 1 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2022
30 June 2022
2022
2021
as restated
Notes
£
£
£
£
Equity
Called up share capital
16
200,000
200,000
Capital reserve
16,053,591
15,685,586
Capital redemption reserve
120,100
120,100
Retained earnings
17,980,388
16,867,738
Total equity
34,354,079
32,873,424
The directors of the group have elected not to include a copy of the income statement within the financial statements.
These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 27 July 2023 and are signed on its behalf by:
27 July 2023
R J B Duce Esq
Director
- 2 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
30 June 2022
2022
2021
Notes
£
£
£
£
Fixed assets
Property, plant and equipment
6
40,974
107,657
Investment properties
7
6,292,625
6,392,625
Investments
8
1,333,605
811,819
7,667,204
7,312,101
Current assets
Inventories
338,312
Trade and other receivables
10
37,615,525
44,002,150
Cash at bank and in hand
10,762
10,762
37,964,599
44,012,912
Current liabilities
11
(5,547,028)
(2,905,104)
Net current assets
32,417,571
41,107,808
Total assets less current liabilities
40,084,775
48,419,909
Non-current liabilities
12
(18,285,493)
(21,409,314)
Provisions for liabilities
14
(719,368)
(1,509,827)
Net assets
21,079,914
25,500,768
Equity
Called up share capital
16
200,000
200,000
Capital reserve
16,984,540
16,513,059
Capital redemption reserve
120,000
120,000
Retained earnings
3,775,374
8,667,709
Total equity
21,079,914
25,500,768
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £4,353,623 (2021 - £2,592,893 loss).
The financial statements were approved by the board of directors and authorised for issue on 27 July 2023 and are signed on its behalf by:
27 July 2023
R J B Duce Esq
Director
Company Registration No. 00442441
- 3 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
Company information
Abbey Commercial Investments Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Devonshire House, 1 Devonshire Street, London, W1W 5DR. The principal place of business is 11a Ironmonger Street, Stamford, Lincolnshire, PE9 1PL.
The group consists of Abbey Commercial Investments 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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.
1.2
Prior period adjustment
The comparative financial statements, covering the year ended 30 June 2021, have been restated for the understatement of the deferred tax liability by £111,789 and overstatement of inventories by £149,808. As a result, the profit had been overstated by £261,597 and net assets overstated by the same amount.
1.3
Basis of consolidation
The consolidated financial statements incorporate those of Abbey Commercial Investments Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. All financial statements are made up to 30 June 2022, with exception of two subsidiaries, whose financial statements are made up to 30 April 2022. The net transactions for these subsidiaries arising in the periods that are non-coterminous with a 30 June year end are regarded to be immaterial for these consolidated accounts.
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.
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.
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.
The financial statements of Charlwoods Management Company Limited have not been consolidated because they are immaterial in the context of the group's financial statements. Accordingly, this investment is included in these financial statements at cost less any amounts written off for permanent diminution in value.
- 4 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
In the parent company's financial statements, investments in subsidiaries are accounted for at cost less impairment.
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.
1.4
Revenue
Revenue represents the total invoice value (excluding Value Added Tax where appropriate) of: -
i) income receivable from the rental of properties;
ii) disposals of land and properties held as stock;
iii) income from forestry;
iv) power generation and distribution.
Revenue is recognised as earned when, and to the extent that, the group obtains an unconditional right to consideration in exchange for their performance under any contracts or leases. It is derived entirely from the group's principal activities and is stated exclusive of VAT, where appropriate.
Rental income is recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives being offered to occupiers to enter into a lease, such as an initial rent-free period or a cash contribution to fit out or similar costs, are an integral part of the net consideration for the use of the property and are therefore recognised on the same straight-line basis.
Proceeds received on the sale of trading properties are recognised when control of the property transfers to the buyer, i.e. the buyer has the ability to direct the use of the property and the right to the cash inflows and outflows generated by it. This generally occurs on unconditional exchange or on completion.
1.5
Intangible fixed assets - goodwill
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its useful economic life. Provision is made for any impairment.
Negative goodwill is similarly included in the balance sheet and is credited to the profit and loss account in the periods in which the acquired non-monetary assets are recovered through depreciation or sale.
1.6
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended.
Tangible fixed assets other than land and buildings held as investment properties are depreciated at rates calculated to write off the cost less estimated residual value of each asset on a systematic basis over its expected useful life, as follows:
Land and buildings Freehold
Nil
Land and buildings Leasehold
Over the life of the lease
Plant and machinery
6.6% to 25% straight line basis
Office equipment, fixtures & fittings
10% to 20% straight line basis
IT equipment
10% straight line basis
Motor vehicles
25% straight line basis
- 5 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
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 income statement.
1.7
Investment properties
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.
Contracts for the purchase or sale of land and buildings are brought into the financial statements when they are exchanged or when they become unconditional, whichever is the later.
1.8
Impairment of non-current assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried in at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.9
Inventories
- 6 -
Inventories comprise land and buildings held for development and are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises the original purchase price and associated costs and those overheads that have been incurred in bringing the inventories to their present location and condition.
Contracts for the purchase or sale of land and buildings are brought into the financial statements when they are exchanged or when they become unconditional, whichever is the later.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
1.10
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.
1.11
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 statement of financial position 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 trade and other receivables 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 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.
- 7 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
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, including trade and other payables, 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 payables 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 payables 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.12
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.
1.13
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
- 8 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 income statement, 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.
Group companies surrender tax losses intra-group for no consideration.
1.15
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.16
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 non-current 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.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
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.
- 9 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
1.19
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.20
The capital reserve comprises all appreciations and losses realised on the sale of any investment property held by the parent company. The capital reserve is non-distributable.
1.21
Finance costs
Finance costs of financial liabilities are recognised in the profit and loss account over the term of such instruments at a constant rate on the carrying amount.
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 group carries its inventories, being property development stock, at the lower of cost or net realisable value and its investment properties at fair value. These properties have been valued on an open value basis at 30 June 2022 by the directors but often with reference to independent professional valuations undertaken in connection with the group’s financing facilities. There is a degree of estimation involved in that each property is unique and the value can only ultimately be reliably tested in the market itself.
In addition, useful economic lives of tangible assets and the annual depreciation charge for tangible assets are sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
3
Employees
The average monthly number of persons (including directors) employed by the group and the company during the year was:
Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Total
88
10
5
7
- 10 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
4
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
161,533
-
Adjustments in respect of prior periods
(50)
(133,495)
Total current tax
161,483
(133,495)
Deferred tax
Origination and reversal of timing differences
409,100
269,864
Changes in tax rates
425,762
Total deferred tax
834,862
269,864
Total tax charge
996,345
136,369
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:
2022
2021
£
£
Profit before taxation
2,544,231
940,148
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
483,404
178,628
Tax effect of expenses that are not deductible in determining taxable profit
623,314
131,722
Gains not taxable
(180,639)
(31,578)
Tax effect of utilisation of tax losses not previously recognised
(671,254)
(206,399)
Unutilised tax losses carried forward
97,027
Permanent capital allowances in excess of depreciation
(130,514)
(170,537)
Other permanent differences
83,858
(27,327)
Under/(over) provided in prior years
(50)
(133,495)
Deferred tax adjustments in respect of prior years
788,226
298,328
Taxation charge
996,345
136,369
- 11 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
5
Intangible fixed assets
Group
Positive Goodwill
Negative goodwill
Total
£
£
£
Cost
At 1 July 2021
3,580,981
(5,251,764)
(1,670,783)
Additions
979,908
979,908
At 30 June 2022
4,560,889
(5,251,764)
(690,875)
Amortisation and impairment
At 1 July 2021
1,787,948
(4,912,648)
(3,124,700)
Amortisation charged
505,552
505,552
At 30 June 2022
2,293,500
(4,912,648)
(2,619,148)
Carrying amount
At 30 June 2022
2,267,389
(339,116)
1,928,273
At 30 June 2021
1,793,033
(339,116)
1,453,917
Company
The parent company had no intangible fixed assets at 30 June 2022 or 30 June 2021.
- 12 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
6
Property, plant and equipment
Group
Land and buildings Freehold
Land and buildings Leasehold
Plant and machinery
Office equipment, fixtures & fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 July 2021
358,197
357,500
15,243,998
313,496
100,210
16,373,401
Additions
1,087
1,087
Business combinations
52,897
62,000
114,897
Disposals
(160,000)
(60,000)
(220,000)
At 30 June 2022
358,197
410,397
15,305,998
154,583
40,210
16,269,385
Depreciation and impairment
At 1 July 2021
207,606
4,899,835
287,007
17,553
5,412,001
Depreciation charged in the year
19,109
581,751
5,713
11,303
617,876
Eliminated in respect of disposals
(160,000)
(8,750)
(168,750)
Transfers
(49,956)
25,421
(24,535)
At 30 June 2022
176,759
5,507,007
132,720
20,106
5,836,592
Carrying amount
At 30 June 2022
358,197
233,638
9,798,991
21,863
20,104
10,432,793
At 30 June 2021
358,197
149,894
10,344,163
26,489
82,657
10,961,400
- 13 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
6
Property, plant and equipment
(Continued)
Company
Office equipment, fixtures & fittings
Motor vehicles
Total
£
£
£
Cost
At 1 July 2021
25,000
100,210
125,210
Additions
1,087
1,087
Disposals
(60,000)
(60,000)
At 30 June 2022
26,087
40,210
66,297
Depreciation and impairment
At 1 July 2021
17,553
17,553
Depreciation charged in the year
5,217
11,303
16,520
Eliminated in respect of disposals
(8,750)
(8,750)
At 30 June 2022
5,217
20,106
25,323
Carrying amount
At 30 June 2022
20,870
20,104
40,974
At 30 June 2021
25,000
82,657
107,657
7
Investment property
Group
Company
2022
2022
£
£
Fair value
At 1 July 2021
47,230,339
6,392,625
Additions
270,675
-
Disposals
(5,696,869)
(100,000)
Revaluations
328,699
-
At 30 June 2022
42,132,844
6,292,625
8
Fixed asset investments
Group
Company
2022
2021
2022
2021
£
£
£
£
Investments in subsidiaries
691,275
811,819
Unlisted investments
642,330
642,330
642,330
1,333,605
811,819
- 14 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
9
Subsidiaries
Details of the company's subsidiaries at 30 June 2022 are as follows:
Name of undertaking
Nature of business
Class of
% Held
shares held
Direct
Indirect
Abbey Commercial Developments Limited *
Property development & investment
Ordinary
100.00
0
Abbey Power Investments Limited *
Holding company
Ordinary
49.00
46.00
Abbey Power Reserve Limited *
Dormant
Ordinary
0
51.00
Abbey Power Solutions Limited *
Holding company
Ordinary
0
100.00
Belwin Limited *
Property development
Ordinary
0
100.00
Benchmark Leisure Limited
Property development & investment
Ordinary
0
100.00
Benchmark Properties Limited *
Property development
Ordinary
100.00
0
BLL Investments Limited *
Holding company
Ordinary
100.00
0
Charlwoods Management Company Limited
Management of real estate
Ordinary
28.00
0
Croft Commercial Developments Limited *
Property development & investment
Ordinary
0
100.00
Harp Business Centre Limited *
Property investment
Ordinary
100.00
0
Rufus Properties Limited *
Property development
Ordinary
100.00
0
SPEP Limited *
Production of energy
Ordinary
0
100.00
Northern ACI Limited *
Property development
Ordinary
100.00
0
Sutherland Walk Developments Limited *
Property development
Ordinary
100.00
0
The Abbey Group Development Company Ltd
Property development
Ordinary
100.00
0
Scarborough Water Park Hotel Limited *
Property development
Ordinary
100.00
0
Abbey Commercial Investments 2 Limited *
Holding company
Ordinary
100.00
0
The Stamford Walk Development Co. Limited *
Hotel facilities
Ordinary
100.00
0
Abbey Investment Holdings Limited *
Property investment
Ordinary
0
100.00
PH1 Property Developments Limited *
Property development
Ordinary
100.00
0
Strategic Power Limited *
Holding company
Ordinary
100.00
0
Britannia Mills Development Company Limited *
Dormant
Ordinary
100.00
0
The Sands Development (Scarborough) Limited *
Dormant
Ordinary
100.00
0
The Brimscombe Port Development Company Limited *
Dormant
Ordinary
100.00
0
Stamford High Street Development Company Limited *
Dormant
Ordinary
100.00
0
Woodchester Mills Development Limited *
Dormant
Ordinary
100.00
0
Alpamare Europe Limited
Holding company
Ordinary
100.00
0
North Bay Waterpark Limited
Waterpark facilities
Ordinary
0
90.00
- 15 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
9
Subsidiaries
(Continued)
The registered office of the subsidiaries marked with * is at Devonshire House,1 Devonshire Street, London, W1W 5DR.
The registered office of the remaining subsidiaries is as follows:
- Benchmark Leisure Limited and The Abbey Group Development Company Limited: 11a Ironmonger St, Stamford, Lincolnshire, England, PE9 1PL.
- Charlwoods Management Company Limited: Carlton House, 28-29 Carlton Terrace, Portslade, East Sussex, BN41 1UR
- Alpamare Europe Limited and North Bay Waterpark Limited: 16a, Suite 18, Oakham Enterprise Park, Ashwell Road, Oakham, Rutland, England, LE15 7TU
The company also has an interest and effective control of Sovereign Property Partners LLP, which is involved in the production of energy. Its results are also consolidated.
10
Trade and other receivables
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade receivables
805,850
571,487
8,405
46,661
Corporation tax recoverable
808
808
Amounts owed by group undertakings
1,674,567
1,261,079
33,852,187
39,937,329
Other receivables
7,138,101
6,596,723
3,754,933
4,018,160
9,619,326
8,430,097
37,615,525
44,002,150
Amounts falling due after more than one year:
Deferred tax asset
33,151
43,547
-
-
Total debtors
9,652,477
8,473,644
37,615,525
44,002,150
11
Current liabilities
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans and overdrafts
14,126,605
2,709,968
786,796
710,519
Trade payables
3,709,319
3,253,922
155,861
136,250
Amounts owed to group undertakings
2,124,187
562,828
Corporation tax payable
500,949
372,108
57,500
Other taxation and social security
912,585
509,241
6,829
41,809
Dividends payable
67,231
66,719
67,231
66,719
Other payables
6,449,176
5,746,960
2,348,624
1,386,979
25,765,865
12,658,918
5,547,028
2,905,104
- 16 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
12
Non-current liabilities
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans and overdrafts
24,891,023
39,258,318
18,285,493
21,409,314
Other payables
8,062,409
8,062,409
32,953,432
47,320,727
18,285,493
21,409,314
13
Borrowings
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans
38,841,943
41,745,725
18,896,604
22,020,425
Bank overdrafts
175,685
222,561
175,685
99,408
Other loans
8,062,409
10,076,962
-
-
47,080,037
52,045,248
19,072,289
22,119,833
Payable within one year
14,126,605
4,724,521
786,796
710,519
Payable after one year
32,953,432
47,320,727
18,285,493
21,409,314
The bank loans outstanding as at 30 June 2022 were as follows: -
Company
A loan of £17,507,715 with Lloyds Bank Plc is secured by a charge over certain of the company's and the group's properties. The loan carries interest at a variable rate of 3.00% above LIBOR.
The loan was due to be repaid in full by 28 February 2023 but subsequent to the year end, the repayment date was extended with the agreement of Lloyds Bank Plc and the loan still remained outstanding as at the date the accounts were approved. However, the directors have been in negotiations with various other third party lenders with a view to obtaining new long term refinancing for the loan and the directors are confident that this will occur by 30 September 2023.
The company received government support under the Coronavirus Business Interruption Loan Scheme. The loan of £2,000,000 was drawn down in July 2020 and is due for repayment in full in 2024. However, no repayments were due for the first 13 months after the drawdown date. The Government is to pay the interest for the first 12 months after which interest accrues on a monthly basis at 2.00% plus base rate. The amount outstanding at the year end was £1,388,889.
- 17 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
13
Borrowings
(Continued)
Group
A loan of £10,026,901 with Arbuthnot Latham & Co. Limited provided to Abbey Commercial Developments Limited, Harp Business Centre Limited, and Rufus Properties Limited on a cross-charged, cross-collateralised basis. The loan is principally secured by a fixed and floating charge over the properties owned by these companies. The loan carries interest at a variable rate of 3.50% above the base rate.
The loan was due to be repaid in full in April 2023, but subsequent to the year end, the repayment date was extended with the agreement of Arbuthnot Latham & Co. Limited and the loan still remained outstanding as at the date the accounts were approved. However, the directors have been in negotiations with various other third party lenders with a view to obtaining new long term refinancing for the loan and the directors are confident that this will occur by 30 September 2023.
Abbey Power Solutions Limited (‘APS’) has a loan of £4,718,899 with Royal Bank of Scotland Plc that is secured by a fixed and floating charge over all the assets and undertakings of APS and those of SPEP Limited and Sovereign Property Partners LLP. The loan carries interest at a rate of 3.25%. The final repayment date for the loan is 31 December 2024.
Abbey Investment Holdings Limited (‘AIH’) has a loan of £1,088,000 from Lazari Finance 2 Limited that is secured by a fixed and floating charge over all property and assets owned by AIH. The loan carries interest at a rate of 3.50% above LIBOR. The loan is repayable in full in March 2024.
Scarborough Water Park Hotel Limited (‘SWPH’) has a loan of £6,974,409 from Lazari Finance 2 Limited that is secured by a fixed and floating charge over all property and assets owned by SWPH. The loan carries interest at a rate of 4.50% above LIBOR. The loan was due to be repaid in full by 31 December 2022, but subsequent to the year end, the repayment date was extended with the agreement of Lazari Finance 2 Limited and the loan still remained outstanding as at the date the accounts were approved.
PH1 Property Developments Limited (‘PH1’) has a loan of £1,931,480 from Arbuthnot Latham & Co. Limited that is secured by a fixed and floating charge over PH1’s assets. The costs and interest on the loan are guaranteed by Abbey Commercial Investments Limited. The loan carries interest at a rate of 3.25% per annum above the Bank of England base rate and is repayable by April 2024.
Benchmark Leisure Limited received government support under the Coronavirus Business Interruption Loan Scheme. The loan of £50,000 was drawn down in July 2020 and is due for repayment in full in 2026. However, no repayments were due for the first 13 months after the drawdown date. The Government is to pay the interest for the first 12 months after which interest accrues on a monthly basis at 2.5%. At the year end, £41,294 was outstanding.
The Abbey Group Development Company Limited (‘AGDC’) has a loan of £808,256 from Close Brothers Limited that is secured by a general charge over AGDC’s assets and a specific charge over one of AGDC’s development properties. The loan is also guaranteed by Abbey Commercial Investments Limited for the sum of £222,600 plus interest, costs and fees. The loan carries interest at the rate of 5% above the bank of England base rate. The loan was due to be repaid in full by 31 December 2022, but due to delays in the proposed development of the company’s properties the repayment date was extended with the agreement of Close Brothers Limited until at least the end of the developments.
Northern ACI ('NACI') has a loan of £2,418,509 with Cambridge & Counties Limited that is secured by charges over NACI's assets. The loan is guaranteed by Abbey Commercial Investments Limited for the sum of £635,000 and by Mr R J B Duce for the sum of £310,000. The loan carries interest at the rate of 4.15% above the Bank of England base rate and repayable by July 2046.
- 18 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
14
Provisions for liabilities
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Interest rate swap liabilities
536,835
1,531,633
-
1,055,381
Deferred tax liabilities
15
3,002,286
2,177,820
719,368
454,446
3,539,121
3,709,453
719,368
1,509,827
Movements on provisions apart from deferred tax liabilities:
Interest rate swap liabilities
Group
£
At 1 July 2021
1,531,633
Adjustments to provisions
(994,808)
At 30 June 2022
536,835
Interest rate swap liabilities
Company
£
At 1 July 2021
1,055,381
Adjustments to provisions
(1,055,381)
At 30 June 2022
-
Under the terms of the group's loan financing arrangements, it is sometimes required to enter into interest rate swap agreements in order to mitigate its interest rate risk. However, as interest rates have remained low over recent years the swap agreements have become onerous and the above provisions represent the estimated amount the company and the group would need to pay in order to cancel the swaps at the year end.
- 19 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
15
Deferred taxation
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
Assets
Assets
2022
2021
2022
2021
Group
£
£
£
£
Capital allowances
1,010,254
751,744
-
-
Revaluations
1,714,030
1,288,492
12,359
12,359
Heldover gains
289,755
229,858
-
-
Interest rate swap transitional spreading
-
(92,274)
20,792
31,188
3,002,286
2,177,820
33,151
43,547
Liabilities
Liabilities
Assets
Assets
2022
2021
2022
2021
Company
£
£
£
£
Revaluations
719,368
546,720
-
-
Interest rate swap transitional spreading
-
(92,274)
-
-
719,368
454,446
-
-
The expected net reversal of deferred tax assets and liabilities cannot be reliably estimated, with the exception of the asset recognised in connection with the interest rate swap transitional spreading, which will be released on a straight line basis over the next 5 years.
16
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
180,000
180,000
180,000
180,000
'A' Ordinary Shares of £1 each
20,000
20,000
20,000
20,000
200,000
200,000
200,000
200,000
Shareholders' rights
'A' Ordinary Shares of £1 each
The 'A' ordinary shareholders are entitled to a cumulative preferential dividend of a sum equal to 1.5% of the group's gross rental income. The dividend entitlement is in priority to the ordinary shareholders. The 'A' ordinary shareholders are entitled on a winding up or otherwise, to a repayment of paid up capital and outstanding dividends, in priority to the ordinary shareholders.
These shares have the same voting rights at general meetings as ordinary shares.
- 20 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
17
Retained earnings
The retained earnings carried forward at 30 June 2022 comprise of the following:
Group
Company
£
£
Distributable reserves
8,255,183
(361,571)
Non distributable reserves
9,725,205
4,136,945
17,980,388
3,775,374
Movement in fair value reserve
2022
2021
Group
£
£
As at 1 July 2021
11,155,891
11,261,134
Fair value movement on investment properties
630,000
-
Realised in the year
(869,460)
(105,243)
As at 30 June 2022
10,916,431
11,155,891
Company
As at 1 July 2021
4,677,794
4,677,794
Fair value movement on investment properties
-
-
Realised in the year
178,519
-
As at 30 June 2022
4,856,313
4,677,794
- 21 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
18
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Stephen Simou FCA. The auditor was Citroen Wells.
19
Financial commitments, guarantees and contingent liabilities
At the year end, the group had the following financial commitments, guarantees and contingent liabilities:-
Benchmark Leisure Limited and Scarborough Water Park Hotel Limited had an obligation to Scarborough Borough Council to ring fence £1.498M to continue the redevelopment of north bay Scarborough as part of a joint venture agreement with the Council. However, this obligation is contingent on profits being made on the sale of an existing development being undertaken by Scarborough Water Park Hotel Limited which is uncertain at this time.
Benchmark Properties Limited had guaranteed, on an unlimited basis, all of the obligations of Benchmark Leisure Limited under the various agreements between Benchmark Leisure Limited and Scarborough Borough Council.
20
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
12,998,815
13,902,672
-
-
21
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2022
2021
£
£
Aggregate compensation
103,479
113,668
22
Controlling party
Libraco Acquisition Limited, a company incorporated in England and Wales, is the company's parent undertaking. The ultimate controlling party is Mr R J B Duce.
- 22 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
23
Directors' transactions
Mr A J C Duce has an interest in Insight Development Solutions Limited. During the year, the group was charged £16,667 (2021: £30,000) for consultancy services provided.
At the year end, the group was indebted to Mr A J C Duce in the aggregate amount of £180,543 (2021: £201,445). The loan is unsecured and repayable on demand. In the year, the group was charged loan interest of £17,800 (2021: £24,800). Furthermore, the group was charged £1,988 for commission. In the prior year, the group was charged £10,000 for consultancy services provided.
In the year, Mr C Gray charged the group consultancy fees of £15,000.
Mr R J B Duce has an interest in Thurgarton Priory Investments Ltd ('TPI'), Thurgarton Priory Estates Limited ('TPE') and Thurgarton Priory Developments Limited ('TPD'). At the year end, TPD, TPE and TPI were indebted to the group in the aggregate amount of £305,677 (2021: £256,739). This amount is unsecured, interest free and repayable on demand.
Mr R J B Duce has an interest in Strategic Resources Limited ('SRL'). At the year end, SRL was indebted to the group in the aggregate amount of £503,814 (2021: £521,728). This amount is unsecured, interest free and repayable on demand.
Mr R J B Duce has an interest in Architectural Design & Systems Limited ('ADS'). At the year end, ADS was indebted to the group in the aggregate amount of £30,000 (2021: £30,000). This amount is unsecured, interest free and repayable on demand.
- 23 -
ABBEY COMMERCIAL INVESTMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Directors' transactions
23
Mr R J B Duce has an interest in Abbey Power Generation Limited ('APG'). At the year end, APG was indebted to the group in the aggregate amount of £716,117 (2021: £897,225). This amount is unsecured and repayable on demand. No interest was charged during the year (2021: £2,190). Management fees were charged by the group to APG of £30,000 (2021: £Nil).
At the year end, Mr R J B Duce was indebted to the group in the aggregate amount of £5,632 (2021: £5,632). This amount is unsecured and repayable on demand.
Mr R J B Duce has an interest in Tatonic Limited ('Tatonic'). At the year end, the group was indebted to Tatonic in the amount of £546,323 (2021: £442,775). This amount is unsecured, interest free and repayable on demand. Dividends totalling £66,719 (2021: £52,674) were payable to Tatonic for the year.
Mr R J B Duce has an interest in Vaxton Limited ('Vaxton'). At the year end, Vaxton was indebted to the group in the amount of £1,913,396 (2021: £1,904,623). The amount is unsecured and repayable on demand. No interest was charged to Vaxton in the year on the loan (2021: £nil). At the year end, full provision had been made by the group in respect of the amount due from Vaxton.
Mr R J B Duce has an interest in L51 Developments Limited (‘L51’). At the year end, L51 was indebted to the group in the aggregate amount of £358,874 (2021: £342,644). During the year, L51 paid no interest to the group (2021: £27,000). In the prior year, the group sold a property to L51 for £1,250,000.
Mr R J B Duce has an interest in Libraco Finance Limited ('LFL'). At the year end, LFL was indebted to the group in the aggregate amount of £37,585 (2021: £37,585). The amount is unsecured, interest free and repayable on demand.
Libraco Acquisition Limited, the company’s parent undertaking, owed the group £1,674,568 (2021: £1,261,079). The amount is unsecured, interest free and repayable on demand.
Mr A J C Duce has interest in Apricus Holdings Limited ('AHL'). During the year, consultancy fees of £51,334 were charged to the group by AHL.
Mr R J B Duce has interest in Vulpine Development Ltd ('VDL'). During the year, the group acquired properties from VPL totalling £1,075,000.
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2022-06-302021-07-01falseCCH SoftwareCCH Accounts Production 2023.100No description of principal activityR J B Duce EsqA J C Duce EsqC A Gray 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