Company registration number 11786653 (England and Wales)
101 CLEVELAND STREET JV COMPANY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
101 CLEVELAND STREET JV COMPANY LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 28
101 CLEVELAND STREET JV COMPANY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report of 101 Cleveland Street JV Company Limited (the "company") and its subsidiaries (together the "group") for the year ended 31 December 2022.

Business and key performance indicators (KPIs)

The group acquired a one-acre Prime Central London site at 101 Cleveland Street and developed it into a modern building containing 88 luxury apartments built in a high-quality boutique style, 15 affordable homes and 35,000 sqft commercial space.

As at 31 December 2022, 81 apartments had been sold with 7 being under offer, the affordable homes were sold to Octavia Housing in the prior year and the commercial space has been let as Ted Bakers global headquarters. Hence, the directors are pleased with the overall performance of the business for the year which saw gross profit margins increase to 28.7% from 19.3%.

Principal risks and uncertainties

The directors consider the principal risks and uncertainties affecting the group's business to be:

 

Suppliers

The quality and efficient delivery of a first class, modern, residential development is key to the ongoing success of the group.

 

Competitors

The residential sector in London is highly competitive and apartments have been priced in accordance with independently valuations with comparison to the market.

 

Liquidity Risk

The group manages its cash and borrowing requirements centrally in order to maximise interest income and minimise interest expense. Regular cashflow forecasts are performed for the group in order to ensure there are sufficient liquid resources to meet the operating needs of the group.

 

Credit Risk

Due diligence and credit worthiness checks are performed on all potential buyers. Processes are in place to ensure cash is collected within reasonable time frames and regular reporting and monitoring occurs.

 

Interest Rate Risk

The group is exposed to interest rate risk on its bank loans. The group enters into fixed interest bearing loans where possible, otherwise the interest rate is variable according to Bank of England base rate but the repayments are fixed.

 

Legal Obligations

The group has in place policies and procedures to ensure compliance with its legal obligations in relation to planning and construction.

 

Commercial and General Risks

Standard form contracts are provided for commercial use and to assist the commercial function to negotiate within approved parameters.

Section 172(1) Statement
This section of the strategic report describes how the directors have had regard to the matters set out in section 172(1) (a) to (f), and forms the directors' statement required under section 414C(11), of The Companies Act 2006. The directors consider that they have, in good faith, promoted the success of the group, and in doing so have regard (amongst other matters) to:
Business Relationships

The group has been built on solid relationships with its investors and professional advisers. We are reliant on external suppliers for a number of key specialist services such as legal, public relations and advisory. The group believes in the fair treatment of suppliers who are all paid within standard terms.

101 CLEVELAND STREET JV COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Business Conduct

The group has been built on its impeccable conduct and high business standards. The Board recognise the value in maintaining these values and the reputation which has been built on them.

On behalf of the board

A Abbas
Director
29 September 2023
101 CLEVELAND STREET JV COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements of 101 Cleveland Street JV Company Limited (the "company") and the audited consolidated financial statements of the company and its subsidiaries (together the "group") for the year ended 31 December 2022.

Principal activities

The principal activity of the company and group continued to be that of development of building projects, buying and selling own real estate and other letting and operating of own or leased real estate.

Results and dividends

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

Ordinary dividends were paid amounting to £2,952,556. The directors do not recommend payment of a further dividend.

Directors

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

A Abbas
R Leslie
M Wiedenmann
S Leslie
Mr H W Kotter
Mr J Walloch
Financial instruments

Risks are directly managed by the group. See discussion of the strategies and assessed risks in the Strategic report.

Business relationships

Information about business relationships are discussed in the Strategic Report.

Post reporting date events

These have been disclosed within the notes attached to these financial statements.

Future developments

The directors aim to continue the principal activity of the group which is that of property development if viable opportunities present themselves.

Auditor

Gravita II LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be appointed will be put at a General Meeting.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

101 CLEVELAND STREET JV COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

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 auditor of the company and the group 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 auditor of the company and the group is aware of that information.

On behalf of the board
A Abbas
Director
29 September 2023
101 CLEVELAND STREET JV COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF 101 CLEVELAND STREET JV COMPANY LIMITED
- 5 -
Opinion

We have audited the financial statements of 101 Cleveland Street JV Company Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted this statement is not a guarantee as to the group’s and parent company's ability to continue as a going concern.

 

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.

101 CLEVELAND STREET JV COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF 101 CLEVELAND STREET JV COMPANY LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

101 CLEVELAND STREET JV COMPANY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF 101 CLEVELAND STREET JV COMPANY LIMITED
- 7 -

The extent to which the audit was considered capable of detecting irregularities, including fraud (cont'd)

 

To address the risk of fraud through management bias and override of controls, we:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of noncompliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

 

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.

Other matters which we are required to address

The corresponding company and group figures for the year ended 31 December 2021 are unaudited.

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.

Paul Berlyn FCA (Senior Statutory Auditor)
For and on behalf of Gravita II LLP
30 September 2023
Chartered Accountants
30 City Road
Statutory Auditor
London
EC1Y 2AB
101 CLEVELAND STREET JV COMPANY LIMITED
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
2022
2021
Notes
£
£
Turnover
3
68,881,516
104,497,552
Cost of sales
(49,126,679)
(84,344,100)
Gross profit
19,754,837
20,153,452
Administrative expenses
(5,575,610)
(5,104,618)
Other operating income
13,850
3,319
Operating profit
4
14,193,077
15,052,153
Interest receivable and similar income
7
150,264
15,050
Interest payable and similar expenses
8
(833,569)
(758,045)
Profit before taxation
13,509,772
14,309,158
Tax on profit
9
(2,820,904)
(3,456,275)
Profit for the financial year
10,688,868
10,852,883
Profit for the financial year is all attributable to the owners of the parent company.

The notes on pages 16 to 28 form part of these financial statements.

101 CLEVELAND STREET JV COMPANY LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
2022
2021
£
£
Profit for the year
10,688,868
10,852,883
Other comprehensive income
-
-
Total comprehensive income for the year
10,688,868
10,852,883
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 16 to 28 form part of these financial statements.

101 CLEVELAND STREET JV COMPANY LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 10 -
2022
2021
Notes
£
£
£
£
Current assets
Stocks
13
12,468,021
58,242,442
Debtors
14
40,028,173
4,213,213
Cash at bank and in hand
6,555,883
5,368,590
59,052,077
67,824,245
Creditors: amounts falling due within one year
15
(3,105,403)
(19,613,883)
Net current assets
55,946,674
48,210,362
Capital and reserves
Called up share capital
17
38,213,153
38,213,153
Other reserves
1,500
1,500
Profit and loss reserves
17,732,021
9,995,709
Total equity
55,946,674
48,210,362

The notes on pages 16 to 28 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
29 September 2023
A Abbas
Director
Company registration number 11786653 (England and Wales)
101 CLEVELAND STREET JV COMPANY LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
31 December 2022
- 11 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
11
2
2
Current assets
Debtors
14
38,256,727
38,277,745
Cash at bank and in hand
1,225
1,644
38,257,952
38,279,389
Creditors: amounts falling due within one year
15
(39,775)
(76,277)
Net current assets
38,218,177
38,203,112
Net assets
38,218,179
38,203,114
Capital and reserves
Called up share capital
17
38,213,153
38,213,153
Other reserves
1,500
1,500
Profit and loss reserves
3,526
(11,539)
Total equity
38,218,179
38,203,114

The notes on pages 16 to 28 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,967,621 - (2021 - £4,156 loss).

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 29 September 2023 and are signed on its behalf by:
29 September 2023
A Abbas
Director
Company registration number 11786653 (England and Wales)
101 CLEVELAND STREET JV COMPANY LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2021
38,213,153
1,500
(857,174)
37,357,479
Year ended 31 December 2021:
Profit and total comprehensive income
-
-
10,852,883
10,852,883
Balance at 31 December 2021
38,213,153
1,500
9,995,709
48,210,362
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
10,688,868
10,688,868
Dividends
10
-
-
(2,952,556)
(2,952,556)
Balance at 31 December 2022
38,213,153
1,500
17,732,021
55,946,674

The notes on pages 16 to 28 form part of these financial statements.

101 CLEVELAND STREET JV COMPANY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2021
38,213,153
1,500
(7,383)
38,207,270
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
(4,156)
(4,156)
Balance at 31 December 2021
38,213,153
1,500
(11,539)
38,203,114
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
2,967,621
2,967,621
Dividends
10
-
-
(2,952,556)
(2,952,556)
Balance at 31 December 2022
38,213,153
1,500
3,526
38,218,179

The notes on pages 16 to 28 form part of these financial statements.

101 CLEVELAND STREET JV COMPANY LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
16,643,137
58,701,444
Interest paid
(833,569)
(758,045)
Income taxes paid
(5,713,983)
-
0
Net cash inflow from operating activities
10,095,585
57,943,399
Investing activities
Interest received
150,264
15,050
Net cash generated from investing activities
150,264
15,050
Financing activities
Repayment of debentures
(6,040,977)
(16,895,551)
Repayment of borrowings
(65,023)
-
Repayment of bank loans
-
(37,462,929)
Dividends paid to equity shareholders
(2,952,556)
-
0
Net cash used in financing activities
(9,058,556)
(54,358,480)
Net increase in cash and cash equivalents
1,187,293
3,599,969
Cash and cash equivalents at beginning of year
5,368,590
1,768,621
Cash and cash equivalents at end of year
6,555,883
5,368,590

The notes on pages 16 to 28 form part of these financial statements.

101 CLEVELAND STREET JV COMPANY LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 15 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
23
37,942
(60)
Investing activities
Dividends received
2,979,218
-
0
Net cash generated from/(used in) investing activities
2,979,218
-
Financing activities
Repayment of borrowings
(65,023)
-
Dividends paid to equity shareholders
(2,952,556)
-
Net cash used in financing activities
(3,017,579)
-
Net decrease in cash and cash equivalents
(419)
(60)
Cash and cash equivalents at beginning of year
1,644
1,704
Cash and cash equivalents at end of year
1,225
1,644

The notes on pages 16 to 28 form part of these financial statements.

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 16 -
1
Accounting policies
Company information

101 Cleveland Street JV Company Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Red Place, London, England, W1K 6 PL.

 

The group consists of 101 Cleveland Street JV Company Limited and all of its subsidiaries.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company 101 Cleveland Street JV Company Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

At the time of approving the group financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future, being a period of at least twelve months after the date on which the report and group financial statements are signed. This is based on their review of the group's sales projections and cashflow forecasts for the forthcoming 12 months. For this reason, the group continues to adopt the going concern basis in the group financial statements.

1.5
Turnover

Revenue from the sale of properties are accounted for on an exchange of unconditional contracts, namely where contracts are exchanged and where appropriate, construction is complete. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts and value added tax.

Interest income is recognised using the effective interest rate method.

Dividend income is recognised when the right to receive payment is established.

1.6
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 18 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
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.

1.9
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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.

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 19 -
Other financial assets

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

Impairment of financial assets

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

 

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

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 20 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.10
Equity instruments

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

1.11
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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 21 -
1.13
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.

1.14

Cost of sales

The costs recognised on the sales of properties are accounted for at the relative proportion of the total cost of the development for each unit sold. The total costs of the development have been allocated among the apartments (units), common areas and shared amenities, and additional facilities such as car parks and roof terraces.

 

The total costs of the development assigned to the units for sale are recognised based on the net area of each unit.

 

The costs allocated to common areas and shared amenities of the development are allocated equally among each of the units sold.

 

Costs associated with additional facilities are allocated to the units to which they relate.

1.15

Finance costs

Finance costs in relation to the property development are capitalised as part of work in progress, 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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The key judgements and sources of estimation and uncertainty are:

 

Work in progress:

a) The nature of the costs incurred in the property development requires management judgement to capture directly identifiable costs that should be added as part of work in progress and identify which costs should be charged to the Group Statement of Comprehensive Income.

 

b) The recoverable value of work in progress requires the selling price, costs to complete and costs to sell to be identified by management. Forecast costs to complete and to sell are maintained in standard appraisal models and are regularly reconciled with agreements entered into with third parties. Controls are in place to ensure that regular reviews are undertaken by management. Estimated selling prices are reviewed by management with reference to independent external valuations where appropriate

 

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 22 -
3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by class of business
Sales of units
68,881,516
101,246,210
Affordable housing income
-
3,251,342
68,881,516
104,497,552
2022
2021
£
£
Other revenue
Interest income
150,264
15,050
4
Operating profit
2022
2021
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
528
(160)
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,460
-
Audit of the financial statements of the company's subsidiaries
65,550
25,000
71,010
25,000
For other services
Taxation compliance services
3,000
2,750
6
Employees

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

Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
6
6
6
6
101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 23 -
7
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
-
0
1,612
Other interest income
150,264
13,438
Total income
150,264
15,050
2022
2021
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
-
1,612
8
Interest payable and similar expenses
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
758,045
Other interest on financial liabilities
833,220
-
833,220
758,045
Other finance costs:
Other interest
349
-
Total finance costs
833,569
758,045
9
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
2,820,904
2,069,298
Deferred tax
Origination and reversal of timing differences
-
0
1,386,977
Total tax charge
2,820,904
3,456,275
101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
9
Taxation
(Continued)
- 24 -

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
13,509,772
14,309,158
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
2,566,857
2,718,740
Tax effect of expenses that are not deductible in determining taxable profit
(71,372)
-
0
Tax effect of utilisation of tax losses not previously recognised
163,314
732,535
Group relief
162,105
5,000
Taxation charge
2,820,904
3,456,275
10
Dividends
2022
2021
Recognised as distributions to equity holders:
£
£
Interim paid
2,952,556
-
11
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
2
2
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022 and 31 December 2022
2
Carrying amount
At 31 December 2022
2
At 31 December 2021
2
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
12
Subsidiaries
(Continued)
- 25 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
101 Cleveland Street Midco 1 Limited
England & Wales
Ordinary
100.00
-
101 Cleveland Street Midco 2 Limited
England & Wales
Ordinary
-
100.00
Soho Data Holdings Limited
England & Wales
Ordinary
-
100.00
13
Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Work in progress
12,468,021
58,242,442
-
-
14
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade debtors
-
0
2,412,270
-
0
-
0
Corporation tax recoverable
823,781
-
0
-
0
-
0
Amounts owed by group undertakings
38,256,720
-
38,256,722
38,277,740
Other debtors
915,597
1,102,780
5
5
Prepayments and accrued income
32,075
698,163
-
0
-
0
40,028,173
4,213,213
38,256,727
38,277,745
15
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Debenture loans
16
-
0
6,040,977
-
0
-
0
Other borrowings
16
-
0
65,023
-
0
65,023
Trade creditors
79,378
7,478,730
4,920
-
0
Amounts owed to group undertakings
-
0
-
0
26,481
6,214
Amounts owed to undertakings in which the group has a participating interest
3,998
7,110
-
0
-
0
Corporation tax payable
-
0
2,069,298
-
0
-
0
Other creditors
8,742
7,061
2,914
-
0
Accruals and deferred income
3,013,285
3,945,684
5,460
5,040
3,105,403
19,613,883
39,775
76,277
101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 26 -
16
Loans and overdrafts
Group
Company
2022
2021
2022
2021
£
£
£
£
Debenture loans
-
0
6,040,977
-
0
-
0
Loans from related parties
-
0
65,023
-
0
65,023
-
6,106,000
-
65,023
Payable within one year
-
0
6,106,000
-
0
65,023

A £nil (2021: £6m) interest bearing facility at 8% p.a. provided to the group was repaid during the year.

17
Share capital
Group and company
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
13,204,771
13,204,771
13,204,771
13,204,771
B Ordinary shares of £1 each
2,037,510
2,037,510
2,037,510
2,037,510
C Ordinary shares of £1 each
22,970,872
22,970,872
22,970,872
22,970,872
38,213,153
38,213,153
38,213,153
38,213,153

Each class of ordinary shares have attached to them the full voting, dividend and capital distribution, including winding up rights and are not redeemable.

 

18
Financial commitments, guarantees and contingent liabilities

The group was a party to a £20m mezzanine facility agreement between its subsidiary, 101 Cleveland Street Midco 1 Limited, and SOF-9 Soho Data Holdings LUX S.A.R.L dated 11 April 2019 and repayable on 10 October 2022. As at the year end, this loan had been repaid in full releasing the five fixed and floating charges over the company's assets were provided in respect of these loans during the year.

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 27 -
19
Operating lease commitments

At 31 December 2022, the group had future minimum lease payments under non-cancellable operating leases as follows:

Group
Company
2022
2021
2022
2021
£
£
£
£
Within one year
-
1,400,000
-
-
Between two and five years
-
387,397
-
-
-
1,787,397
-
-

The group, through Soho Data Holdings Limited, had a rental guarantee obligation with the Lord Mayor and Citizens of the City of the Westminster (WCC) of £1.4m per year until the date on which the Commercial Development is fully let. On the 22nd July 2021, Soho Data Holdings Limited entered into an agreement to lease the commercial space, comprising the Ground and Lower Ground floor. Completion of the lease was conditional on the grant of planning permission and practical completion, both of which have taken place. Hence, Soho Data Holdings Limited and the group are released from the obligations of the rental guarantee.

20
Related party transactions

The group has taken advantage of the exemption provided by FRS 102 Section 33.1A 'Related Party Disclosures' not to disclose transactions entered into between two or more members of the group, where the subsidiaries the company has transacted with are wholly owned members of the group.

21
Controlling party

The immediate parent undertaking is ECE Projektmanagement International G.m.b.H., a company registered in Germany.

 

The ultimate parent undertaking and controlling party is Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co., a company registered in Germany.

 

The smallest and largest group into which the entity is consolidated is Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co. The registered office is Saseler Damm 39 a, 22395 Hamburg, Germany from which copies of the group financial statements can be obtained.

101 CLEVELAND STREET JV COMPANY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 28 -
22
Cash generated from group operations
2022
2021
£
£
Profit for the year after tax
10,688,868
10,852,883
Adjustments for:
Taxation charged
2,820,904
3,456,275
Finance costs
833,569
758,045
Investment income
(150,264)
(15,050)
Movements in working capital:
Decrease in stocks
45,774,421
41,887,551
Increase in debtors
(34,991,179)
(1,318,611)
(Decrease)/increase in creditors
(8,333,182)
3,080,351
Cash generated from operations
16,643,137
58,701,444
23
Cash generated from/(absorbed by) operations - company
2022
2021
£
£
Profit/(loss) for the year after tax
2,967,621
(4,156)
Adjustments for:
Investment income
(2,979,218)
-
0
Movements in working capital:
Decrease in debtors
21,018
1
Increase in creditors
28,521
4,095
Cash generated from/(absorbed by) operations
37,942
(60)
24
Analysis of changes in net funds/(debt) - group
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
5,368,590
1,187,293
6,555,883
Borrowings excluding overdrafts
(6,106,000)
6,106,000
-
(737,410)
7,293,293
6,555,883
25
Analysis of changes in net funds/(debt) - company
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
1,644
(419)
1,225
Borrowings excluding overdrafts
(65,023)
65,023
-
(63,379)
64,604
1,225
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