Company Registration No. 03950316 (England and Wales)
PORTA ROMANA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 APRIL 2021
The Granary
Hones Yard
1 Waverley Lane
Farnham
Surrey
GU9 8BB
PORTA ROMANA LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 32
PORTA ROMANA LIMITED
COMPANY INFORMATION
- 1 -
Directors
A N W Hills
S C Hills
A K Milam
J D Peacock
T P Powell
Secretary
P J Williams
Company number
03950316
Registered office
Northbrook
Farnham
Surrey
GU10 5EU
Auditor
TC Group
The Granary
Hones Yard
1 Waverley Lane
Farnham
Surrey
GU9 8BB
PORTA ROMANA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2021
- 2 -
The directors present the strategic report for the year ended 30 April 2021.
Fair review of the business
Porta Romana Limited specialises in the design, making and distribution of high value quality lighting, furniture and accessories for the interior design industry.
The company is committed to an unbroken chain of excellence from design to delivery. The core values of the business are underpinned by a cultural ethos in looking after its most important asset, its people. This is In respect of both the people working within the organisation and all those that the company comes in to contact with.
We will regularly review our policies, practices and control measures and update as appropriate.
Principal risks and uncertainties
In recent years, the market for interior design has been challenging as a result of the Covid 19 global pandemic and the implementation of Brexit. The company has shown strength and resilience during this period and has now returned to a period of sales growth.
Those companies seeking to enhance customer service, product quality and originality in design are at the forefront of industry success. The company seeks to maintain its 30 year history of strong growth by providing value to its customers in respect of the quality of its products. It is anticipated that as the reputation of the business continues to grow this will foster further opportunities for future growth. The company is also able to maintain strong relationships with all its customer and suppliers.
The main commercial risks arising from the company’s activities are trends within the product design industry and the ability of the company to design products to match those trends. In addition there is a reliance on a small number of bespoke specialist suppliers. The company is also exposed to exchange rate fluctuations on selling to customers in Euro’s and USD’s, although this is partly mitigated by supplier currency payments.
All product collections are reviewed regularly for sales product performance trends and products are marketed or removed when appropriate. The supplier chain is being constantly monitored by the board of directors with a view to minimising supplier risk by having multiple suppliers offering similar products.
All new customers and existing accounts that are growing rapidly are subjected to a detailed credit review to minimise the company’s exposure to bad debt. Payment patterns are closely monitored to identify the early stages of payment difficulties.
The company monitors its cash-flow as part of its regular weekly control procedures. The board considers cash flow projections and ensures that appropriate facilities are available to be drawn upon as necessary.
The company recognises its obligations to consider all relevant quality, health and safety and environmental issues in its dealings with its customers, employees, suppliers and the general public. Compliance with all relevant legislation is monitored by the Health and Safety management team as part of its regular meetings, reporting to the board of directors.
PORTA ROMANA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 3 -
Development and performance
The company statement of comprehensive income is set out on page
1
0 and shows turnover for the year of £
12,902,755
(20
20
- £
10,611,477
) and a pre-tax
profit
of £
1,20
1,234
(20
20
- £
366,402
loss).
Turnover in the year ended 30
th
April 2021 has returned to levels seen before the Covid-19 Pandemic and subsequent lockdowns in 2020.
The implementation of Brexit following the end of the transitional period in early 2021 has resulted in some minor logistical headwinds for trading with European Union countries however these have subsequently subsided.
The company maintained a strong presence in its core markets and continues to focus on product quality and the strength of the brand.
Gross profit margin was at
60
% (20
20
– 5
7
%) for the year. The company continues to pursue diligent cost controls over its supply chain whilst reviewing the profitability of key selling product lines and maximising profitability on those lines in appropriate markets.
On the 29
th
January 2021, the company was transferred to an Employee Ownership Trust which safeguards the future of the business as it transitions to the next exciting chapter of its development.
There have been no events since the date of these accounts which would materially affect the position of the company.
Key performance indicators
2021
2020
Turnover from continuing operations (£’000)
12,903
10,611
As the prime measure of our sales, revenue growth is key to measuring the success of our business strategies in respect of product quality and customer service
Gross margin from continuing operations (%)
59
.6
56.6
Gross margin from continuing operations (£’000)
7,689
6,
01
1
Gross margin provides an indication of the quality of turnover growth and is also a measure of the sales mix of product lines the company supplies by both product type, market and sales channel
Net margin from continuing operations (%)
9.5
(2.8)
Net margin from continuing operations (£’000)
1,229 (299)
Net margin provides an indication of the efficiency of Porta Romana Limited, and the success of our business cost control strategies aligned to our future expansion plans
PORTA ROMANA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 4 -
T P Powell
Director
30 September 2021
PORTA ROMANA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2021
- 5 -
The directors present their annual report and financial statements for the year ended 30 April 2021.
Principal activities
The principal activity of the company during the year was the design, making and distribution of lighting, furniture and accessories.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A N W Hills
C P Box
(Resigned 20 August 2021)
S C Hills
A K Milam
J D Peacock
T P Powell
Results and dividends
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgements and accounting estimates that are reasonable and prudent;
-
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Auditor
TC Group were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
PORTA ROMANA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 6 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Employees
The company's aim is to create a safe working environment for all employees and to encourage a culture of openness, honesty and mutual respect in which colleagues can constructively challenge and ask questions, working towards a collective 'vision'. The company endeavours to offer equal opportunities to all. The company monitors, measures and investigates all accidents in the work place and these are discussed with employees.
On behalf of the board
T P Powell
Director
30 September 2021
PORTA ROMANA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PORTA ROMANA LIMITED
- 7 -
Opinion
We have audited the financial statements of Porta Romana Limited (the 'company') for the year ended 30 April 2021 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
-
give a true and fair view of the state of the company's affairs as at 30 April 2021 and of its profit for the year then ended;
-
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the
Auditor's
responsibilities for the audit of the financial statements
section of our report. We are independent of the 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
PORTA ROMANA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PORTA ROMANA LIMITED
- 8 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the strategic report and the directors' r
eport for the financial year for which the financial statements are prepared is consistent with the financial statements
; and
-
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the directors'
r
eport
.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors' remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors'
r
esponsibilities
s
tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.
PORTA ROMANA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PORTA ROMANA LIMITED
- 9 -
Our approach was as follows:
-
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
-
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
-
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
-
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
-
We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
PORTA ROMANA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PORTA ROMANA LIMITED
- 10 -
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.
Andrew Wilson ACA FCCA (Senior Statutory Auditor)
For and on behalf of TC Group
Statutory Auditor
30 September 2021
Office: Farnham
PORTA ROMANA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2021
- 11 -
2021
2020
Notes
£
£
Turnover
3
12,902,755
10,611,477
Cost of sales
(5,213,364)
(4,600,909)
Gross profit
7,689,391
6,010,568
Administrative expenses
(6,629,134)
(6,461,320)
Other operating income
168,965
151,681
Operating profit/(loss)
4
1,229,222
(299,071)
Interest receivable and similar income
8
435
Interest payable and similar expenses
9
(28,423)
(67,331)
Profit/(loss) before taxation
1,201,234
(366,402)
Tax on profit/(loss)
10
(649,584)
(336,138)
Profit/(loss) for the financial year
551,650
(702,540)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The notes on pages 15 to 32 form part of these financial statements
PORTA ROMANA LIMITED
BALANCE SHEET
AS AT
30 APRIL 2021
30 April 2021
- 12 -
2021
2020
Notes
£
£
£
£
Fixed assets
Goodwill
11
948,507
3,224,952
Tangible assets
12
97,347
70,896
1,045,854
3,295,848
Current assets
Stocks
13
1,618,942
1,604,226
Debtors
14
979,599
883,164
Cash at bank and in hand
1,199,380
199,717
3,797,921
2,687,107
Creditors: amounts falling due within one year
15
(3,528,212)
(4,345,562)
Net current assets/(liabilities)
269,709
(1,658,455)
Total assets less current liabilities
1,315,563
1,637,393
Provisions for liabilities
Deferred tax liability
16
48,270
83,989
(48,270)
(83,989)
Net assets
1,267,293
1,553,404
Capital and reserves
Called up share capital
18
1,100
1,100
Other reserves
28,423
Profit and loss reserves
1,266,193
1,523,881
Total equity
1,267,293
1,553,404
The financial statements were approved by the board of directors and authorised for issue on 30 September 2021 and are signed on its behalf by:
T P Powell
Director
Company Registration No. 03950316
The notes on pages 15 to 32 form part of these financial statements
PORTA ROMANA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2021
- 13 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 May 2019
1,100
95,754
2,159,090
2,255,944
Year ended 30 April 2020:
Loss and total comprehensive income for the year
-
-
(702,540)
(702,540)
Transfer from other reserves
-
(67,331)
67,331
-
Balance at 30 April 2020
1,100
28,423
1,523,881
1,553,404
Year ended 30 April 2021:
Profit and total comprehensive income for the year
-
-
551,650
551,650
Distributions to Employee Ownership Trust
-
-
(837,761)
(837,761)
Transfer from other reserves
-
(28,423)
28,423
-
Balance at 30 April 2021
1,100
1,266,193
1,267,293
The notes on pages 15 to 32 form part of these financial statements
PORTA ROMANA LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2021
- 14 -
2021
2020
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
4,493,871
4,013,058
Interest paid
(28,423)
(67,331)
Income taxes paid
(491,321)
(427,095)
Net cash inflow from operating activities
3,974,127
3,518,632
Investing activities
Purchase of tangible fixed assets
(57,407)
(40,107)
Proceeds on disposal of tangible fixed assets
2,834
Interest received
435
Net cash used in investing activities
(54,138)
(40,107)
Financing activities
Repayment of borrowings
(2,082,565)
(3,685,603)
Dividends and distributions paid
(837,761)
Net cash used in financing activities
(2,920,326)
(3,685,603)
Net increase/(decrease) in cash and cash equivalents
999,663
(207,078)
Cash and cash equivalents at beginning of year
199,717
406,795
Cash and cash equivalents at end of year
1,199,380
199,717
The notes on pages 15 to 32 form part of these financial statements
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021
- 15 -
1
Accounting policies
Company information
Porta Romana Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Northbrook, Farnham, Surrey, GU10 5EU.
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 a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, unless otherwise specified within these accounting policies as set out below.
1.2
Going concern
The duration of the UK Government’s measures announced to tackle the COVID-19 pandemic has not been defined, and there is uncertainty in measuring the potential impact of the measures on the business, results of operations, financial position and cash flows
true
.
These factors and any future policy announcements by the UK Government are largely outside of the control of the company’s management, but could have an impact on the company
.
As set out in the statement of directors' responsibilities statement on page 5, in preparing these financial statements the directors are required to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. In satisfaction of this responsibility the directors have prepared forecasts and considered their expectations for the company over the next 12 months and the company’s ability to meet its liabilities as they fall due, based upon the information available to the directors at the date of these financial statements.
Based on their forecasts the directors have a reasonable expectation that the company has adequate resources to contend with the uncertainties that may arise as a result of the COVID-19 pandemic, and 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.
1.3
Turnover
Turnover is the total amount, excluding Value Added Tax and net of trade discounts, receivable by the company in the ordinary course of business as derived from its principal activities.
Included within turnover is income from the sale of lighting, furniture and accessories. Income is recognised when the goods are despatched to the customer.
1.4
Research and development expenditure
Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge
and understanding, is recognised in the Statement of Comprehensive lncome as an expense as
incurred.
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
1
Accounting policies
(Continued)
- 16 -
1.5
Intangible fixed assets - goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and
the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the
date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated
amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the
Statement of Comprehensive lncome over its useful economic life. The directors'best estimate of its
economic life is 8 years.
1.6
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
25% reducing balance
Fixtures and fittings
10 - 25% straight line & 25% reducing balance
Computer equipment
25% straight line
Motor vehicles
25% reducing balance
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted
prospectively if appropriate, or if there is an indication of a significant change since the last reporting
date.
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 credited or charged to profit or loss
.
1.7
Finance costs
Finance costs are charged to the Statement of Comprehensive lncome over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. lssue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
1.8
Impairment of fixed assets
At each reporting
period
end date, the
company
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.
1.9
Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less
costs to complete and sell. Standard costing is used when determining the value of stock. Cost
comprises direct materials, labour and where applicable overheads in bringing inventories to their
present location and condition.
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
1
Accounting policies
(Continued)
- 17 -
At each reporting date, stocks are assessed for impairment. lf stock is impaired, the carrying amount
is reduced to its selling price less costs to complete and sell. The impairment loss is recognised
immediately in profit or loss.
1.10
Cash at bank and in hand
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty
on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no
more than three months from the date of acquisition and that are readily convertible to known
amounts of cash with insignificant risk of change in value.
1.11
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
1
Accounting policies
(Continued)
- 18 -
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 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 company 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
paymen
ts 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. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
1
Accounting policies
(Continued)
- 19 -
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
s
ubsequently 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 th
r
ough 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 company’s contractual obligations
expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the company 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 company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.13
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
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
1
Accounting policies
(Continued)
- 20 -
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 when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14
Retirement benefits
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive lncome when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.
1.15
Leases
Rentals paid under operating leases are charged to the Statement of Comprehensive lncome on a straight line basis over the period of the lease.
1.16
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred
. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
1
Accounting policies
(Continued)
- 21 -
1.17
Foreign exchange
Functional and presentation currency
The company's functional and presentational currency is GBP
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange
rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the
transaction and non-monetary items measured at fair value are measured using the exchange rate
when fair value is determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the
translation at period-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the Statement of Comprehensive lncome except when deferred in other
comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are
presented in the Statement of Comprehensive lncome within 'cost of sales'.
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 22 -
2
Judgements and key sources of estimation uncertainty
ln preparing these financial statements, the directors have had to make the following judgements:
Other key sources of estimation uncertainty
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. ln re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
3
Turnover and other revenue
2021
2020
£
£
Turnover analysed by class of business
Sales
12,902,755
10,611,477
2021
2020
£
£
Other significant revenue
Interest income
435
-
Grants received
168,965
151,681
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
3
Turnover and other revenue
(Continued)
- 23 -
The whole of the turnover is attributable to one class of business.
Whilst the company has a geographically diverse customer base, all orders are processed and shipped from the UK and therefore all turnover is deemed to have arisen in the UK.
The company’s main markets are UK, Europe, USA, Middle East and Asia.
4
Operating profit/(loss)
2021
2020
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange losses
74,575
103,590
Research and development costs
92,862
74,720
Government grants
(168,965)
(151,681)
Fees payable to the company's auditor for the audit of the company's financial statements
13,450
13,150
Depreciation of owned tangible fixed assets
26,773
20,148
Loss on disposal of tangible fixed assets
1,349
Amortisation of intangible assets
2,276,445
2,276,445
Operating lease charges
566,551
566,205
Exchange differences recognised in
the
profit or loss during the year, except for those arising on financial instruments measured at fair value through
(
profit
)
or loss, amounted to £74,575 (2020 - £103,590).
5
Auditor's remuneration
2021
2020
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
13,450
13,150
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 24 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Administrative
10
9
Sales
16
19
Marketing
5
5
Operations
64
68
95
101
Their aggregate remuneration comprised:
2021
2020
£
£
Wages and salaries
2,882,032
2,542,693
Social security costs
342,324
280,623
Pension costs
100,348
106,466
3,324,704
2,929,782
7
Directors' remuneration
2021
2020
£
£
Remuneration for qualifying services
1,132,458
424,762
Company pension contributions to defined contribution schemes
22,811
17,653
1,155,269
442,415
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2020 - 4).
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
7
Directors' remuneration
(Continued)
- 25 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2021
2020
£
£
Remuneration for qualifying services
369,505
145,006
Company pension contributions to defined contribution schemes
7,282
6,757
8
Interest receivable and similar income
2021
2020
£
£
Interest income
Other interest income
435
9
Interest payable and similar expenses
2021
2020
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
28,423
67,331
10
Taxation
2021
2020
£
£
Current tax
UK corporation tax on profits for the current period
685,941
387,304
Adjustments in respect of prior periods
(638)
Total current tax
685,303
387,304
Deferred tax
Origination and reversal of timing differences
(35,719)
(51,166)
Total tax charge
649,584
336,138
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
10
Taxation
(Continued)
- 26 -
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2021
2020
£
£
Profit/(loss) before taxation
1,201,234
(366,402)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 19.00% (2020: 19.00%)
228,234
(69,616)
Tax effect of expenses that are not deductible in determining taxable profit
30,522
26,785
Permanent capital allowances in excess of depreciation
427,185
430,135
Under/(over) provided in prior years
(638)
Deferred tax adjustments in respect of prior years
(20,983)
Deferred tax credit
(35,719)
(30,183)
Taxation charge for the year
649,584
336,138
11
Intangible fixed assets
Goodwill
£
Cost
At 1 May 2020 and 30 April 2021
18,211,537
Amortisation and impairment
At 1 May 2020
14,986,585
Amortisation charged for the year
2,276,445
At 30 April 2021
17,263,030
Carrying amount
At 30 April 2021
948,507
At 30 April 2020
3,224,952
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 27 -
12
Tangible fixed assets
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 May 2020
14,030
51,207
46,656
37,885
149,778
Additions
13,053
17,104
27,250
57,407
Disposals
(23,950)
(23,950)
At 30 April 2021
27,083
51,207
63,760
41,185
183,235
Depreciation and impairment
At 1 May 2020
9,371
20,707
20,167
28,637
78,882
Depreciation charged in the year
2,661
4,256
13,005
6,851
26,773
Eliminated in respect of disposals
(19,767)
(19,767)
At 30 April 2021
12,032
24,963
33,172
15,721
85,888
Carrying amount
At 30 April 2021
15,051
26,244
30,588
25,464
97,347
At 30 April 2020
4,659
30,500
26,489
9,248
70,896
13
Stocks
2021
2020
£
£
Raw materials and consumables
1,441,331
1,445,775
Work in progress
166,118
147,566
Finished goods and goods for resale
11,493
10,885
1,618,942
1,604,226
14
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
437,454
131,662
Other debtors
264,926
285,160
Prepayments and accrued income
277,219
466,342
979,599
883,164
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 28 -
15
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
356,776
326,644
Corporation tax
321,348
127,366
Other taxation and social security
68,496
40,250
Other creditors
1,474,141
3,570,981
Accruals and deferred income
1,307,451
280,321
3,528,212
4,345,562
There is a debenture including a Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 1 July 2013.
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2021
2020
Balances:
£
£
Accelerated capital allowances
(19,865)
(2,389)
Short term timing differences
68,135
86,378
48,270
83,989
2021
Movements in the year:
£
Liability at 1 May 2020
83,989
Credit to profit or loss
(35,719)
Liability at 30 April 2021
48,270
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 29 -
17
Retirement benefit schemes
2021
2020
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
100,348
106,466
The company operates a defined contribution pension scheme. The assets of the scheme are held
separately from those of the company in an independently administered fund. The pension cost charge
represents contributions payable by the company to the
fund. C
ontributions totalling
£14,417
(20
20
-
£12,506
) were payable to the fund at the reporting date and are
included in creditors.
18
Share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
A Ordinary shares of 1p each
10,000
10,000
100
100
11,000
11,000
1,100
1,100
Ordinary shares carry full rights as regards voting, dividends and distribution of capital.
A Ordinary shares carry no voting or dividend rights.
19
Financial commitments, guarantees and contingent liabilities
The company makes sales via various channels overseas, which could give rise to local tax exposure. The directors consider the maximum extent of the potential liability to be no more than £40,000 (20
20
- £40,000) and the likelihood of crystallisation to be uncertain. Accordingly, this has not been accrued for in the financial statements.
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 30 -
20
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2021
2020
£
£
Within one year
385,613
187,280
Between two and five years
2,152,893
735,806
In over five years
154,167
171,686
2,692,673
1,094,772
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 31 -
21
Related party transactions
£3
42,725
(2020 - £3
48,
355) was charged to the Statement of Comprehensive Income in the period for
rental and building insurance of the Northbrook property. The
Northbrook l
eases
in the name of A N W Hills and S C Hills were transferred to Porta Romana Limited during the year. Th
e amount owed to the
former
shareholders at
the reporting date was £
98,886
(2020 - £100,724).
£
6,284
was charged to the Statement of Comprehensive Income in the period for the salary of H Hills.
£6,191 was charged to the Statement of Comprehensive Income in 2020 for the salary of H
Hills. L Hills and H Hills are the children of directors A N W Hills and S C Hills. The amount owed to those
employees at the reporting date was £
2,065
(2020 - £Nil).
Included in other creditors is a loan of £
Nil
(2020 - £2,082,565) due to A N W Hills and S C Hills.
This arises from the consideration of £20,000,000 for the trade and assets of the business on 1 October
2013. Cash repayments of £
2,110,988
(2020 - £
1,
670,369) have been made in the year. This loan is
interest-free however, in accordance with the requirements of FRS 102 the directors have charged
imputed interest at a rate of 3% (2.
9
% above base rate) amounting to £
28,423
(2020 - £67,331), see
note 1
5
for further details.
22
Controlling party
The company's ultimate parent undertaking is Porta Romana Trust Company Limited which owns 100% of the share capital of Porta Romana Limited. Porta Romana Trust Company Limited is a company incorporated in England and Wales.
23
Cash generated from operations
2021
2020
£
£
Profit/(loss) for the year after tax
551,650
(702,540)
Adjustments for:
Taxation charged
649,584
336,138
Finance costs
28,423
67,331
Investment income
(435)
Loss on disposal of tangible fixed assets
1,349
Amortisation and impairment of intangible assets
2,276,445
2,276,445
Depreciation and impairment of tangible fixed assets
26,773
20,148
Movements in working capital:
Increase in stocks
(14,716)
(322,570)
Increase in debtors
(96,435)
(74,109)
Increase in creditors
1,071,233
2,412,215
Cash generated from operations
4,493,871
4,013,058
PORTA ROMANA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
- 32 -
24
Analysis of changes in net funds
1 May 2020
Cash flows
Other non-cash changes
30 April 2021
£
£
£
£
Cash at bank and in hand
199,717
999,663
-
1,199,380
Borrowings excluding overdrafts
-
2,082,565
(2,082,565)
-
199,717
3,082,228
(2,082,565)
1,199,380
2021-04-30
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false
CCH Software
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A N W Hills
C P Box
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A K Milam
J D Peacock
T P Powell
P J Williams
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