Masters Of Wine Endowment Company
A Company Limited by Guarantee
Annual Report and Financial Statements
For the year ended 31 March 2023
Company Registration No. 06018769 (England and Wales)
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Company Information
Directors
M Brajkovic MW
L Evans MW
D Forer MW
(Appointed 14 September 2022)
A Garforth MW
(Appointed 14 September 2022)
P Goodband MW
J Gore-Booth
(Appointed 8 December 2022)
M Palij MW
(Appointed 14 September 2022)
P Petrassi MW
S Turner MW
(Appointed 8 December 2022)
Secretary
S Turner MW
Company number
06018769
Registered office
6 Riverlight Quay
London
United Kingdom
SW11 8EA
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Contents
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Profit and loss account
7
Balance sheet
8
Notes to the financial statements
9 - 15
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Directors' Report
For the year ended 31 March 2023
Page 1
The directors present their annual report and financial statements for the year ended 31 March 2023.
Principal activities
The principal activity of the company is to invest funds for growth and to make grants for the purposes of furthering excellence in wine education.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M Brajkovic MW
S Charters MW
(Resigned 14 September 2022)
L Evans MW
D Forer MW
(Appointed 14 September 2022)
A Garforth MW
(Appointed 14 September 2022)
P Goodband MW
J Gore-Booth
(Appointed 8 December 2022)
M Palij MW
(Appointed 14 September 2022)
P Petrassi MW
S Turner MW
(Appointed 8 December 2022)
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.
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
L Evans MW
Director
22 September 2023
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Directors' Responsibilities Statement
For the year ended 31 March 2023
Page 2
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Independent Auditor's Report
To the Members of Masters Of Wine Endowment Company
Page 3
Opinion
We have audited the financial statements of the Masters of Wine Endowment Company (the 'company') for the year ended 31 March 2023 which comprise the Profit And Loss Account, the Balance Sheet and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its surplus for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Independent Auditor's Report (Continued)
To the Members of Masters Of Wine Endowment Company
Page 4
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
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.
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Independent Auditor's Report (Continued)
To the Members of Masters Of Wine Endowment Company
Page 5
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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Independent Auditor's Report (Continued)
To the Members of Masters Of Wine Endowment Company
Page 6
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
Janice Riches (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
22 September 2023
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Profit and loss account
For the year ended 31 March 2023
Page 7
2023
2022
Notes
£
£
Turnover
96,000
96,000
Administrative expenses
(32,946)
(20,410)
Operating surplus
63,054
75,590
Interest receivable and similar income
6,681
7,236
Interest payable and similar expenses
(49,993)
(27,568)
Gain on revaluation of investments
4, 5
157,751
285,632
Surplus before taxation
177,493
340,890
Taxation
3
(39,255)
(94,313)
Surplus for the financial year
138,238
246,577
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Balance Sheet
As at 31 March 2023
Page 8
2023
2022
Notes
£
£
£
£
Fixed assets
Investment properties
4
2,550,000
2,357,000
Investments
5
375,754
787,197
2,925,754
3,144,197
Current assets
Debtors
6
7,690
16,310
Cash at bank and in hand
468,490
159,610
476,180
175,920
Creditors: amounts falling due within one year
7
(417,124)
(109,832)
Net current assets
59,056
66,088
Total assets less current liabilities
2,984,810
3,210,285
Creditors: amounts falling due after more than one year
8
(790,091)
(1,185,408)
Provisions for liabilities
9
(159,627)
(128,023)
Net assets
2,035,092
1,896,854
Capital and reserves
Profit and loss reserves
2,035,092
1,896,854
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 by the board of directors and authorised for issue on 22 September 2023 and are signed on its behalf by:
L Evans MW
Director
Company Registration No. 06018769
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Notes to the Financial Statements
For the year ended 31 March 2023
Page 9
1
Accounting policies
Company information
Masters of Wine Endowment Company is a company limited by guarantee domiciled and incorporated in England and Wales. The registered office is 6 Riverlight Quay, London, United Kingdom, SW11 8EA. The liability of members is limited to £1 per member.
1.1
Accounting convention
These financial statements have been prepared in accordance with Section 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.
The 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 as modified by the recognition of investment properties at fair value. The principal accounting policies adopted are set out below.
1.2
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT. Turnover compromises donations, sponsorship and rental income.
1.3
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.
1.4
Fixed asset investments
Investments comprise investments in listed equity investments and pooled investment vehicles and are measured at fair value. Changes in fair value are recognised in profit or loss. Fair value of pooled investment vehicles, which are not traded in an active market, is based on last received bid prices informed by the investment manager prior to the year end.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 10
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash at bank and in hand
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.
1.7
Financial instruments
All of the company's financial assets and liabilities are basic and measured at amortised cost.
1.8
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 reserves, in which case the deferred tax is also dealt with in reserves. 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.
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 11
2
Employees
There were no employees during the year (2022: nil) other than the directors.
The average monthly number of directors employed by the company during the year was 9 (2022: 5).
3
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
7,651
9,388
Deferred tax
Origination and reversal of timing differences
31,604
71,315
Changes in tax rates
13,610
Total deferred tax
31,604
84,925
Total tax charge
39,255
94,313
4
Investment property
Long leasehold property
£
Fair value
At 1 April 2022
2,357,000
Revaluation
193,000
At 31 March 2023
2,550,000
The company's leasehold was valued at £2,550,000 at 31 March 2023 (2022: £2,357,000) by external Chartered Surveyors. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
The historical cost of the investment is £1,962,659 (2022: £1,962,659), and no depreciation has been charged on the property.
A fixed and floating charge is held over the leasehold investment property and other assets of the company in favour of HSBC Bank Plc. A second charge over the leasehold investment property is held in favour of the Institute of Masters of Wine.
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 12
5
Fixed asset investments
2023
2022
£
£
Investments
375,754
787,197
Movements in fixed asset investments
Investments other than loans
Cash Deposits
Total
£
£
£
Valuation
At 1 April 2022
775,625
11,572
787,197
Additions
285,636
-
285,636
Realised losses on disposals
(28,137)
-
(28,137)
Unrealised losses on revaluation
(7,112)
-
(7,112)
Disposals
(650,258)
(11,230)
(661,488)
At 31 March 2023
375,754
342
376,096
Historical cost of investments
At 31 March 2023
357,414
At 1 April 2022
690,713
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
7,690
16,310
7,690
16,310
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 13
7
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans and overdrafts
76,325
76,325
Other borrowings
300,000
Trade creditors
7,121
Corporation tax
7,651
9,388
Other taxation and social security
3,268
4,030
Other creditors
29,880
12,968
417,124
109,832
The other borrowings of £300,000 were repaid by 15 September 2023.
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
790,091
835,408
Other borrowings
350,000
790,091
1,185,408
Amounts included in creditors which fall due after five years are as follows:
Bank loans and overdrafts
409,682
453,784
409,682
453,784
9
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Revaluation gains on investment property and investments
159,627
128,023
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
9
Deferred taxation
(Continued)
Page 14
2023
Movements in the year:
£
Liability at 1 April 2022
128,023
Charge to profit or loss
31,604
Liability at 31 March 2023
159,627
10
Financial commitments, guarantees and contingent liabilities
An unlimited multilateral guarantee dated 18 May 2016 was given by the Master of Wine Endowment Company and The Institute of Masters of Wine in respect of the mortgage taken out by the Masters of Wine Endowment Company with HSBC Plc. The value of the mortgage subject to this charge as at 31 March 2023 is £866,416 (2022: £911,733).
In addition, there is a fixed and floating charge over all assets.
Masters of Wine Endowment Company
Masters Of Wine Endowment Company
A Company Limited by Guarantee
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 15
11
Related party transactions
Institute of Masters of Wine
(Under common control)
Expenses were paid by the Institute of Masters of Wine on behalf of the Company during the year. Rental income of £96,000 (2022: £96,000) was charged to the Institute of Masters of Wine.
In addition, included within short term creditors (2022: long term creditors) is a loan facility which was provided by the Institute of Masters of Wine of £300,000 (2022: £350,000). At the balance sheet date, the amount owed to the Institute of Masters of Wine was £293,820 (2022: £335,200). This comprises the loan referred to above, accrued interest of £13,429 (2022: £14,000 ), a trade debtor due for rent of £28,800 (2022: £28,800) and Endowment Company expenses paid by the Institute of Masters of Wine of £9,191 (2022 : £nil).
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