Company Registration No. 09877295 (England and Wales)
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Annual report and financial statements
for the year ended 31 December 2022
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Company information
Directors
Simon Foster
Leighton Newbury
(Appointed 29 October 2022)
Jonathon Whiteley
(Appointed 29 October 2022)
Company number
09877295
Registered office
Unit 4 Fulwood Park
Caxton Road
Fulwood
Preston
PR2 9NZ
Independent auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Contents
Page
Directors' report
1 - 2
Independent auditor's report
3 - 7
Income statement
8
Statement of financial position
9
Notes to the financial statements
10 - 16
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Directors' report
For the year ended 31 December 2022
Page 1
The directors present their annual report and financial statements for the year ended 31 December 2022. The comparative in these financial statements represents the period from 1 December 2020 to 31 December 2021.
Principal activities
The principal activity of the company continued to be that of exhibition and fair organisers.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Simon Foster
Anup Bagaria
(Resigned 29 October 2022)
Robert Gray
(Resigned 29 October 2022)
Amanda Ratner
(Resigned 29 October 2022)
Michael Struble
(Resigned 29 October 2022)
Leighton Newbury
(Appointed 29 October 2022)
Jonathon Whiteley
(Appointed 29 October 2022)
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Directors' report (continued)
For the year ended 31 December 2022
Page 2
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.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Simon Foster
Director
2 November 2023
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Independent auditor's report
To the members of Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Page 3
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the Company’s affairs as at 31 December 2022 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Holiday Parks & Resort Ltd (formerly known as Fortem HPR Ltd) (“the Company”) for the year ended 31 December 2022 which comprise the income statement, the Statement of financial position 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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.
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.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Independent auditor's report (continued)
To the members of Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Page 4
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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 the 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.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Independent auditor's report (continued)
To the members of Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
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.
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:
Non-compliance with laws and regulations
Based on:
Our understanding of the Company and the industry in which it operates;
Discussion with management and those charged with governance; and
Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice), the Companies Act of 2006, Data Protection Act 2018, General Data Protection Regulation (GDPR), and UK tax legislation.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be regulations such as National Insurance and VAT requirements.
Our procedures in respect of the above included:
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation;
Agreed audited financial statement figures to the tax computation prepared by management’s tax preparer and recalculated key tax figures; and
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Independent auditor's report (continued)
To the members of Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Page 6
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Obtaining an understanding of the Company’s policies and procedures relating to:
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and revenue.
Our procedures in respect of the above included:
Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
Assessing significant estimates made by management for bias; and
Reviewing the revenue recognition process per stream and identified potential gaps in the process to identify what could go wrong and how it could result in incorrect revenue recognition. Obtaining an understanding of the processes and controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how management monitors processes and controls; and
Testing on a sample basis revenue to relevant stream-specific support to ascertain appropriate revenue recognition.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Independent auditor's report (continued)
To the members of Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Page 7
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.
Peter Smithson (Senior Statutory Auditor)
For and on behalf of BDO LLP
3 November 2023
Chartered Accountants
Statutory Auditors
55 Baker Street
London
W1U 7EU
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Income statement
For the year ended 31 December 2022
Page 8
Year
Period
ended
ended
31 December
31 December
2022
2021
Notes
£
£
Turnover
1,563,595
1,330,132
Cost of sales
(272,726)
(406,710)
Gross profit
1,290,869
923,422
Administrative expenses
(192,150)
(241,178)
Other operating income
1,344
361,108
Operating profit
1,100,063
1,043,352
Other gains and losses
(1,085,032)
Profit/(loss) before taxation
1,100,063
(41,680)
Tax on profit/(loss)
3
23
(129,626)
Profit/(loss) for the financial year
1,100,086
(171,306)
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 10 to 16 form part of these financial statements.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Statement of financial position
As at 31 December 2022
Page 9
2022
2021
Notes
£
£
£
£
Current assets
Debtors
4
1,416,415
74,335
Cash at bank and in hand
262,745
303,521
1,679,160
377,856
Creditors: amounts falling due within one year
5
(530,202)
(328,984)
Net current assets
1,148,958
48,872
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
1,148,858
48,772
Total equity
1,148,958
48,872
The notes on pages 10 to 16 form part of these financial statements.
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 2 November 2023 and are signed on its behalf by:
Simon Foster
Director
Company Registration No. 09877295 (England and Wales)
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Notes to the financial statements
For the year ended 31 December 2022
Page 10
1
Accounting policies
Company information
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd) is a private company limited by shares incorporated in England and Wales. The registered office is Unit 4 Fulwood Park, Caxton Road, Fulwood, Preston, PR2 9NZ.
1.1
Reporting period
These financial statements cover the year to 31 December 2022. The prior period of accounts presented in this annual report is from 1 December 2020 to 31 December 2021.
1.2
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in pound 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.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd) are included in the consolidated financial statements of Arc Investco Limited as at 31 December 2022 which are available from Unit 4 Fulwood Park, Caxton Road, Fulwood, Preston, PR2 9NZ.
1.3
Going concern
In 2023, all trade of Holiday Parks & Resorts Limited was transferred to Farm Business Innovation Limited, a related group undertaking. trueThe Company is financially supported by Arc Investco Limited which has confirmed that it will continue to provide ongoing financial support to the company for the foreseeable future and a period of at least 12 months plus one day from the issuance of the financial statements.
In respect of the intercompany loan balance of £410,247 due to Group undertakings, confirmation has been obtained that repayment of the balance will not be demanded or sought unless the Company has the financial resources available to do so.
On the basis of the company’s business activity, together with the available financial support from its parent, the directors have a reasonable expectation that the company will be able to continue operations for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 11
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for the sale of exhibition space and other related income provided in the normal course of business, net of VAT.
Advance exhibitor and attendee revenues for events are deferred in full on inception and subsequently recognised in profit and loss when the event takes place. Invoices raised in advance where the debt is not due at the balance sheet date are not recognised in debtors and deferred revenue.
1.5
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.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 12
1.6
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 statement of financial position 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, 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.
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 and loans from fellow group companies 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.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Notes to the financial statements (continued)
For the year ended 31 December 2022
1
Accounting policies (continued)
Page 13
Other financial liabilities
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.
1.7
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.
1.8
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 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 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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.
1.9
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.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 14
2
Employees
The company has no employees, staffing needs were fulfilled by Fortem International Ltd, Fortem CY Ltd and Fortem Events Ltd, previously companies under common control during the period, which invoiced for their services on a monthly basis.
3
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
129,626
Adjustments in respect of prior periods
(23)
Total current tax
(23)
129,626
4
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
21,181
74,335
Amounts owed by group undertakings
1,395,234
1,416,415
74,335
Amounts owed by group undertakings are unsecured, interest free and there are no set terms of repayment.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 15
5
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
27,063
20,678
Amounts owed to group undertakings
410,247
Taxation and social security
59,305
134,721
Other creditors
33,587
173,585
530,202
328,984
Amounts owed to group undertakings falling due within one year are unsecured, interest free and there are no set terms of repayment.
Holiday Parks & Resorts Ltd (formerly known as Fortem HPR Ltd)
Notes to the financial statements (continued)
For the year ended 31 December 2022
Page 16
6
Related party transactions
The company has taken advantage of the exemption under paragraph 33.1A of the Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the group.
7
Parent company
The immediate parent undertaking is Arc Media Holdings Limited. The ultimate parent company is Arc Investco Limited. This is the only group of which the company is a member for which group financial statements are prepared. Copies of the group financial statements are available from the company's registered office at Unit 4 Fulwood Park, Caxton Road, Fulwood, Preston, England, PR2 9NZ.
In the opinion of the directors, there is no ultimate controlling party.
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