Company registration number 07196001 (England and Wales)
NAVARINO CAPITAL LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
NAVARINO CAPITAL LTD
COMPANY INFORMATION
Directors
James Marler
Yukie Taniguchi-Marler
Company number
07196001
Registered office
21 Laurel Road
Barnes
London
SW13 0EQ
Auditor
Silver Levene (UK) Limited
Chartered Certified Accountants
37 Warren Street
London
W1T 6AD
NAVARINO CAPITAL LTD
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of income and retained earnings
7
Balance sheet
8
Statement of cash flows
9
Notes to the financial statements
10 - 15
NAVARINO CAPITAL LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2022
- 1 -

The directors present the strategic report for the year ended 31 March 2022.

Fair review of the business

The results for the year and the financial position at the year end were considered satisfactory by the directors. The reduction in turnover as well as profitability during the year was due to funds redemption by a client. Directors anticipate continued profitable current year.

Principal risks and uncertainties

The main challenge to the company is to ensure that it has ability to continue providing its advisory services to its clients on an ongoing basis and that the company is up to date with the ever-evolving regulatory requirements within the framework of the FCA in particular. In addition, the company’s income stream also relies upon its ability to retain its existing client base, in turn their own continued survival in the business and making best efforts to identify new opportunities to enhance its client base.

The directors have been focusing on all the above key risks and have been continually reviewing and adjusting the business model of the company as the need arises to meet the challenges faced on regular basis.

Key performance indicators

The company’s management team continues to successfully secure new contracts and has a strong platform for future growth supported by an experienced and committed management team, the business model proves to be sustainable one and the growth prospects remain high due to the ever-demanding regulatory compliance within the financial services sector. This is supported by an stable results and profitability performance during the year.

Going concern

The directors, having made appropriate enquiries, have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements , and that it is therefore appropriate to prepare the financial statements on a going concern basis.

On behalf of the board

James Marler
Director
18 July 2022
NAVARINO CAPITAL LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2022
- 2 -

The directors present their annual report and financial statements for the year ended 31 March 2022.

Principal activities

The principal activity of the company continued to be of financial investment adviser/arranger services. The company is authorised and regulated by the Financial Conducts Authority under Financial Services and Markets Act 2000 as MiFID firm but as an exempt CAD Firm.

Results and dividends

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

Ordinary dividends were paid amounting to £10,000. The directors do not recommend payment of a final dividend.

Directors

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

James Marler
Yukie Taniguchi-Marler
Auditor

The auditor, Silver Levene (UK) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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:

 

 

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.

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.

NAVARINO CAPITAL LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 3 -
On behalf of the board
James Marler
Director
18 July 2022
NAVARINO CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAVARINO CAPITAL LTD
- 4 -
Opinion

We have audited the financial statements of Navarino Capital Ltd (the 'company') for the year ended 31 March 2022 which comprise the statement of income and retained earnings, the balance sheet, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

NAVARINO CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NAVARINO CAPITAL LTD
- 5 -
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 strategic report and the directors' 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.

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:

 

NAVARINO CAPITAL LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NAVARINO CAPITAL LTD
- 6 -

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.

 

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.

Marc Ian Franks (Senior Statutory Auditor)
For and on behalf of Silver Levene (UK) Limited
Chartered Certified Accountants
Statutory Auditor
37 Warren Street
London
W1T 6AD
18 July 2022
NAVARINO CAPITAL LTD
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 MARCH 2022
- 7 -
2022
2021
Notes
£
£
Turnover
2
17,200
28,523
Administrative expenses
(4,799)
(3,491)
Operating profit
3
12,401
25,032
Interest receivable and similar income
5
2,000
2,000
Profit before taxation
14,401
27,032
Tax on profit
6
(2,736)
(5,136)
Profit for the financial year
11,665
21,896
Retained earnings brought forward
57,427
45,531
Dividends
7
(10,000)
(10,000)
Retained earnings carried forward
59,092
57,427

The profit and loss account has been prepared on the basis that all operations are continuing operations.

NAVARINO CAPITAL LTD
BALANCE SHEET
AS AT 31 MARCH 2022
31 March 2022
- 8 -
2022
2021
Notes
£
£
£
£
Current assets
Debtors
8
50,500
50,500
Cash at bank and in hand
64,938
65,673
115,438
116,173
Creditors: amounts falling due within one year
9
(6,346)
(8,746)
Net current assets
109,092
107,427
Capital and reserves
Called up share capital
10
50,000
50,000
Profit and loss reserves
59,092
57,427
Total equity
109,092
107,427
The financial statements were approved by the board of directors and authorised for issue on 18 July 2022 and are signed on its behalf by:
James Marler
Director
Company Registration No. 07196001
NAVARINO CAPITAL LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2022
- 9 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
14
12,401
28,292
Income taxes paid
(5,136)
(6,459)
Net cash inflow from operating activities
7,265
21,833
Investing activities
Interest received
2,000
2,000
Net cash generated from investing activities
2,000
2,000
Financing activities
Dividends paid
(10,000)
(10,000)
Net cash used in financing activities
(10,000)
(10,000)
Net (decrease)/increase in cash and cash equivalents
(735)
13,833
Cash and cash equivalents at beginning of year
65,673
51,840
Cash and cash equivalents at end of year
64,938
65,673
NAVARINO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
- 10 -
1
Accounting policies
Company information

Navarino Capital Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 21 Laurel Road, Barnes, London, SW13 0EQ.

1.1
Accounting convention

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

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

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

1.2
Going concern

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

1.3
Turnover

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

 

The company provides professional services. Income is recognised when services are rendered.

1.4
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.

1.5
Financial instruments

The company 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 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.

NAVARINO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 11 -
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 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

NAVARINO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
1
Accounting policies
(Continued)
- 12 -
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 company’s contractual obligations expire or are discharged or cancelled.

1.6
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.

1.7
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 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.

1.8
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.

NAVARINO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
- 13 -
2
Turnover and other revenue

An analysis of the company's turnover is as follows:

2022
2021
£
£
Turnover analysed by class of business
Advisory services
17,200
28,523
2022
2021
£
£
Turnover analysed by geographical market
United Kingdom
17,200
28,523
2022
2021
£
£
Other revenue
Interest income
2,000
2,000
3
Operating profit
2022
2021
Operating profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
2,800
2,200
4
Employees

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

2022
2021
Number
Number
Management
2
2
5
Interest receivable and similar income
2022
2021
£
£
Interest income
Other interest income
2,000
2,000
6
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
2,736
5,136
NAVARINO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
6
Taxation
(Continued)
- 14 -

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
14,401
27,032
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
2,736
5,136
Taxation charge in the financial statements
2,736
5,136
7
Dividends
2022
2021
£
£
Interim paid
10,000
10,000
8
Debtors
2022
2021
Amounts falling due within one year:
£
£
Other debtors
(see note 11)
50,500
50,500
9
Creditors: amounts falling due within one year
2022
2021
£
£
Corporation tax
2,736
5,136
Other taxation and social security
860
860
Accruals and deferred income
2,750
2,750
6,346
8,746
10
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
50,000
50,000
50,000
50,000
11
Related party transactions
NAVARINO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022
11
Related party transactions
(Continued)
- 15 -

Include in debtors, balance of £50,000 (2021: £50,000) was loan made to Navarino Associates Limited, a company under common control. The loan is repayable on demand and at an annual interest rate of 4%. The company received interest totalling £2,000 (2021: £2,000) and fees totalling £10,000 (2021: £10,000).

 

12
Directors' transactions

Dividends totalling £10,000 (2021 - £10,000) were paid in the year in respect of shares held by the company's directors.

13
Ultimate controlling party

The ultimate controlling party is James Marler Esq a director of the company.

14
Cash generated from operations
2022
2021
£
£
Profit for the year after tax
11,665
21,896
Adjustments for:
Taxation charged
2,736
5,136
Investment income
(2,000)
(2,000)
Movements in working capital:
Decrease in debtors
-
0
3,500
Decrease in creditors
-
0
(240)
Cash generated from operations
12,401
28,292
15
Analysis of changes in net funds
1 April 2021
Cash flows
31 March 2022
£
£
£
Cash at bank and in hand
65,673
(735)
64,938
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