Company registration number 09483436 (England and Wales)
FITZROVIA DEVELOPMENTS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
FITZROVIA DEVELOPMENTS LIMITED
COMPANY INFORMATION
Director
Mr L H Lau
Company number
09483436
Registered office
37 Warren Street
London
W1T 6AD
Auditor
Silver Levene (UK) Limited
Chartered Certified Accountants
37 Warren Street
London
W1T 6AD
FITZROVIA DEVELOPMENTS LIMITED
CONTENTS
Page
Director's report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 14
FITZROVIA DEVELOPMENTS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2022
- 1 -

The director presents his annual report and financial statements for the year ended 31 March 2022.

Principal activities

The principal activity of the company in the year under review was that of property development and trading.

 

The COVID-19 outbreak to date has limited financial impact on the company.

Director

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

Mr L H Lau
Going concern

The company has received confirmation from its shareholders that they will not demand repayment of the loans that they have provided to the company unless the company has sufficient liquid resources to make such a repayment. The company has also received an undertaking of financial support from its ultimate parent company ENRA Group Berhad, which has confirmed that it will provide sufficient financial support to enable the company to continue as a going concern for a period of at least 12 months from the date of signing of these financial statements. The directors have therefore prepared the company’s financial statements on a going concern basis.

Statement of director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

 

The director is 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. He is 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.

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.

Auditor

In accordance with the company's articles, a resolution proposing that Silver Levene (UK) Limited be reappointed as auditor of the company will be put at a General Meeting.

FITZROVIA DEVELOPMENTS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 2 -
Small companies exemption

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

On behalf of the board
Mr L H Lau
Director
9 August 2022
FITZROVIA DEVELOPMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FITZROVIA DEVELOPMENTS LIMITED
- 3 -
Opinion

We have audited the financial statements of Fitzrovia Developments Limited (the 'company') for the year ended 31 March 2022 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

FITZROVIA DEVELOPMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FITZROVIA DEVELOPMENTS LIMITED
- 4 -
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 identified material misstatements in the director's report.

 

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:

 

directors’ report and from the requirement to prepare a strategic report.

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

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

 

 

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

FITZROVIA DEVELOPMENTS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FITZROVIA DEVELOPMENTS LIMITED
- 5 -

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

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Goh Yong Chong (Senior Statutory Auditor)
For and on behalf of Silver Levene (UK) Limited
Chartered Certified Accountants
Statutory Auditor
37 Warren Street
London
W1T 6AD
11 August 2022
FITZROVIA DEVELOPMENTS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2022
- 6 -
2022
2021
Notes
£
£
Turnover
2,326
3,435
Cost of sales
(45,000)
(12,500)
Gross loss
(42,674)
(9,065)
Administrative expenses
(18,693)
(15,329)
Operating loss
2
(61,367)
(24,394)
Interest receivable and similar income
4
-
7
Loss before taxation
(61,367)
(24,387)
Tax on loss
5
-
0
-
0
Loss and total comprehensive income for the financial year
(61,367)
(24,387)
FITZROVIA DEVELOPMENTS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2022
31 March 2022
- 7 -
2022
2021
Notes
£
£
£
£
Current assets
Stocks
6
40,000
85,000
Debtors
7
40,932
4,195
Cash at bank and in hand
783
28,573
81,715
117,768
Creditors: amounts falling due within one year
(528,177)
(502,863)
Net current liabilities
(446,462)
(385,095)
Capital and reserves
Called up share capital
9
1,000
1,000
2,179,911
2,179,911
Profit and loss reserves
(2,627,373)
(2,566,006)
Total equity
(446,462)
(385,095)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 9 August 2022
Mr L H Lau
Director
Company registration number 09483436
FITZROVIA DEVELOPMENTS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
- 8 -
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2020
1,000
2,621,700
(2,541,619)
81,081
Year ended 31 March 2021:
Loss and total comprehensive income for the year
-
-
(24,387)
(24,387)
Transactions with owners in their capacity as owners:
Transfer to other reserves
-
(441,789)
-
0
(441,789)
Balance at 31 March 2021
1,000
2,179,911
(2,566,006)
(385,095)
Year ended 31 March 2022:
Loss and total comprehensive income for the year
-
-
(61,367)
(61,367)
Balance at 31 March 2022
1,000
2,179,911
(2,627,373)
(446,462)
FITZROVIA DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
- 9 -
1
Accounting policies
Company information

Fitzrovia Developments Limited is a private company limited by shares incorporated in England and Wales. The registered office is 37 Warren Street, London, W1T 6AD. The principal place of business is E3 The Premier Centre, Abbey Park, Romsey, Hampshire, SO51 9DG. The company's principal activities and nature of its operations are disclosed in the director's report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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

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

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of ENRA Group Berhad, a company incorporated in Malaysia.The group accounts of ENRA Group Berhad are available to the public and can be obtained from www.enra.my.

1.2
Going concern

The financial statements have been prepared on a going concern basis which assumes that the company will continue in operational existence for the foreseeable future.true

 

The validity of this assumption depends on the company being able to trade profitably in the future, notwithstanding any effect on the company from the COVID-19 pandemic, and the continued support from its ultimate parent company, ENRA Group Berhad. The financial statements do not include any adjustments that would result if the company continued to make losses and such support were withdrawn. If the company was unable to continue to trade, adjustments would have to be made to reduce the value of assets to their recoverable amounts, provide for further liabilities that may arise and to reclassify fixed assets and long term liabilities as current assets and liabilities. Its ultimate parent company has provided an undertaking to continue supporting the company for a period of at least 12 months from the date of signing of these financial statements and hence it is appropriate for the financial statements to be prepared on a going concern basis.

 

1.3
Turnover

Revenue is attributable to the principal activities of the company which arises wholly in the UK. Revenue is measured at fair value of the consideration received or receivable. Revenue is reduced for rebates and other similar allowances.

 

Revenue from the sale of properties is recognised on exchange of contracts or when the contract became unconditional and when the amount of revenue is capable of being measured reliably.

 

Revenue from property rental activities is recognised on a straight-line basis..

FITZROVIA DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 10 -
1.4
Stocks

Trading property stock is stated at lower of cost and net realisable value. Net realisable value is based on the estimated selling price less any estimated completion or selling costs.

 

When properties are sold, the carrying amount of these properties is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of stock to net realisable value is recognised as an expense in the period in which the write-down occurs. The amount of any reversal of any write-down of stock is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

1.5
Cash at bank and in hand

Cash and cash equivalents 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.

1.6
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.7
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

FITZROVIA DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 11 -
Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
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.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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.

1.10
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

FITZROVIA DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 12 -
2
Operating loss
2022
2021
Operating loss for the year is stated after charging/(crediting):
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
5,590
3,100
Write downs of inventories recognised as an expense
45,000
12,500
3
Employees

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

2022
2021
Number
Number
Directors
1
2

The company has no employees and there were no employees or director costs in either the current or prior period.

4
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
-
0
7
5
Taxation

The charge for the year can be reconciled to the loss per the profit and loss account as follows:

2022
2021
£
£
Loss before taxation
(61,367)
(24,387)
Expected tax credit based on a corporation tax rate of 19.00% (2021: 19.00%)
(11,660)
(4,634)
Effect of expenses not deductible in determining taxable profit
-
0
2,375
Unutilised tax losses carried forward
6,018
-
0
Change in unrecognised deferred tax assets
-
0
(27,724)
Group relief
5,642
29,983
Taxation charge for the year
-
-
FITZROVIA DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
5
Taxation
(Continued)
- 13 -

No liability to UK corporation tax for the year ended 31 March 2022 nor for the year ended 31 March 2021.

 

The tax rate for the current year is the same as the prior year.

 

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate will be replaced by variable rates ranging 19% to 25% by way of marginal relief (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021. Deferred taxes at the balance sheet date have been measured using these enacted tax rates. However, it is not recognised in respect of tax losses as it is not probable that they will be fully recovered against future taxable profits.

6
Stocks
2022
2021
£
£
Trading property stock
40,000
85,000

The property stock is stated after provisions for impairment of £45,000 (2021: £12,500).

 

7
Debtors
2022
2021
£
£
Trade debtors
-
3,445
VAT recoverable
550
750
Other debtors
40,382
-
40,932
4,195
8
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
6,341
3,293
Amounts owed to related party
473,900
473,900
Accruals and deferred income
8,604
6,625
Other creditors
37,143
19,045
525,988
502,863

The amounts owed to related party was a loan from Summit Investment Partners Limited, a minority shareholder of the company. The loan is unsecured and interest free.

FITZROVIA DEVELOPMENTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 14 -
9
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
10
Other reserves

This represents capital contribution from parent company, ENRA Property (UK) Limited which is unsecured, interest free and is repayable only at the discretion of the company.

11
Events after the reporting date

As of the date of signing this financial statements, the company has received an offer of £30,000 for the property stock.

12
Related party transactions

At the reporting date, the amounts owed to ENRA Property (UK) Limited were £2,189 (2021: £nil).

13
Controlling party

The director regards ENRA Property (UK) Limited, a company incorporated in England and Wales, as the immediate parent company, and ENRA Group Berhad, a company incorporated in Malaysia, as the ultimate parent company and the ultimate controlling party.

 

The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is ENRA Group Berhad. Copies of the ENRA Group Berhad consolidated financial statements can be obtained from www.enra.my.

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