Registration number:
Bishopsgate Group Limited
for the Year Ended 31 March 2023
Bishopsgate Group Limited
Contents
Company Information |
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Strategic Report |
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Directors' Report |
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Independent Auditor's Report |
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Profit and Loss Account and Statement of Retained Earnings |
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Balance Sheet |
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Notes to the Financial Statements |
Bishopsgate Group Limited
Company Information
Directors |
C H Peach L D Shannon-Little P D Munnelly |
Registered office |
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Auditors |
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Bishopsgate Group Limited
Strategic Report for the Year Ended 31 March 2023
The directors present their strategic report for the year ended 31 March 2023.
Principal activity
The principal activity of the company is that of a holding company.
Fair review of the business
The company acts as a holding company for the Bishopsgate Group of companies. Revenue for the year was £1,328k (2022: £1,338k) and profit after taxation was £9k (2022: £15k).
The companies will remain a holding company providing the staff and operations that support the Bishopsgate companies for which it charges management charges to the Group companies.
The financial statements set out the performance and position of the Company for the year ended 31 March 2023 and are shown on pages 9-17.
The company's activities support the aims and objectives of Munnelly Group Limited, which is to create long term shareholder wealth through the provision of services to many infrastructure sectors. As a result, details of the business environment and strategy of the company are contained within the annual report of Munnelly Group Limited, the ultimate parent company.
Principal risks and uncertainties
The board of Munnelly Group Limited has ultimate responsibility for risk management. The responsibility encapsulates an understanding of key risk, recognition and oversight of the measures in place to manage risk and the acceptance of individual risks. Any areas where the board is uncomfortable with the risk exposure are investigated further, to ensure that either additional controls are implemented to reduce the risk to an acceptable level, or if not possible, that the activities giving rise to the risk are curtailed.
The principle risks faced by the company are as follows:
Safety: implementing effective health and safety management systems and work practices;
Regulatory compliance: complying fully with applicable laws and regulations;
Customer reliance: dependence on the volatility of client expenditure in engineering, construction and infrastructure sectors;
People Management: Attracting and retaining skilled personnel.
Further information on the impact of these risks and how they are managed can be found in the Munnelly Group Limited annual report.
Approved and authorised by the
......................................... |
Bishopsgate Group Limited
Directors' Report for the Year Ended 31 March 2023
The directors present their report and the financial statements for the year ended 31 March 2023.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The company will continue to act as a holding company for the Bishopsgate entities and hold the management and employees to run these businesses effectively.
Price risk, credit risk, liquidity risk and cash flow risk
The company has very low risk in relation to price, credit, liquidity and cashflow. The company receives income from other group companies and is funded by the ultimate parent company, Munnelly Group Limited. Further information on these risks faced by Munnelly Group Limited, please refer to the Munnelly Group Limited annual report.
Statement of directors' responsibilities
The directors acknowledge their responsibilities 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 apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
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.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Bishopsgate Group Limited
Directors' Report for the Year Ended 31 March 2023
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Landmark Audit Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved and authorised by the
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Bishopsgate Group Limited
Independent Auditor's Report to the Members of Bishopsgate Group Limited
Opinion
We have audited the financial statements of Bishopsgate Group Limited (the 'company') for the year ended 31 March 2023, which comprise the Profit and Loss Account and Statement of Retained Earnings, 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 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:
• | give a true and fair view of the state of the company's affairs as at 31 March 2023 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. |
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 responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Bishopsgate Group Limited
Independent Auditor's Report to the Members of Bishopsgate Group Limited
Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | 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 directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities [set out on page 3], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Bishopsgate Group Limited
Independent Auditor's Report to the Members of Bishopsgate Group Limited
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:
• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested journal entries to identify unusual transactions;
• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
• investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and
• reviewing correspondence with HMRC, relevant regulators, and the company’s legal advisors.
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 non-compliance. 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 or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Bishopsgate Group Limited
Independent Auditor's Report to the Members of Bishopsgate Group Limited
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.
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For and on behalf of
Chartered Accountants
Statutory Auditors
Leavesden Park
5 Hercules Way
Hertfordshire
WD25 7GS
Bishopsgate Group Limited
Profit and Loss Account and Statement of Retained Earnings
for the Year Ended 31 March 2023
Note |
2023 |
2022 |
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Turnover |
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|
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Administrative expenses |
( |
( |
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Other operating income |
- |
|
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Operating profit |
|
|
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Profit before tax |
|
|
|
Taxation |
( |
( |
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Profit for the financial year |
|
|
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Retained earnings brought forward |
29 |
14 |
|
Retained earnings carried forward |
38 |
29 |
Bishopsgate Group Limited
(Registration number: 11768606)
Balance Sheet as at 31 March 2023
Note |
2023 |
2022 |
|||
£ 000 |
£ 000 |
£ 000 |
£ 000 |
||
Fixed assets |
|||||
Tangible assets |
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|
|||
Current assets |
|||||
Debtors |
|
|
|||
Cash at bank and in hand |
|
|
|||
|
|
||||
Creditors: Amounts falling due within one year |
( |
( |
|||
Net current assets |
|
|
|||
Net assets |
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|
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Capital and reserves |
|||||
Profit and loss account |
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Total equity |
|
|
Approved and authorised by the
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Bishopsgate Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentational currency of these accounts is £ Sterling and the level of rounding is to the nearest £'000.
Summary of disclosure exemptions
As the consolidated financial statements of Munnelly Group Limited, the ultimate parent company, are prepared according to the full recognition, measurement and disclosure requirements of FRS 102 and therefore include equivalent disclosures, the company has taken the available exemptions under FRS 102 in respect of the following areas:
• Disclosures relating to the requirements of Section 7 Statement of Cash Flows;
• The disclosure requirements of Section 11 and Section 12, where disclosures equivalent to those required by FRS 102 are included in the consolidated financial statements of the Group; and
• Disclosure requirements of Section 33 Related Party Disclosures, regarding disclosure of related party transactions between wholly owned members of the same Group..
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Bishopsgate Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2023
Government grants
Government grants are recognised where there is a reasonable assurance that the grant will be received and the entity will comply with the conditions attached to them.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Furniture, fittings and equipment |
33% Straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Bishopsgate Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2023
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Recognition and measurement
Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Rendering of services |
|
|
Other revenue |
|
|
|
|
Bishopsgate Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2023
Other operating income |
The analysis of the company's other operating income for the year is as follows:
2023 |
2022 |
|
Government grants |
- |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Other short-term employee benefits |
|
|
Pension costs, defined contribution scheme |
|
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Other employee expense |
|
|
|
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The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Administration and support |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
174 |
208 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Accruing benefits under money purchase pension scheme |
|
|
Bishopsgate Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2023
In respect of the highest paid director:
2023 |
2022 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
|
|
Auditors' remuneration |
2023 |
2022 |
|
Audit of the financial statements |
|
|
Other fees to auditors |
||
Taxation compliance services |
|
|
All other assurance services |
- |
|
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
|
|
UK corporation tax adjustment to prior periods |
|
|
15 |
6 |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2022 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Increase in UK and foreign current tax from adjustment for prior periods |
|
|
Tax decrease from effect of capital allowances and depreciation |
- |
( |
Total tax charge |
|
|
Bishopsgate Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2023
Tangible assets |
Furniture, fittings and equipment |
Total |
|
Cost or valuation |
||
At 1 April 2022 |
|
|
Additions |
|
|
At 31 March 2023 |
|
|
Depreciation |
||
Charge for the year |
|
|
At 31 March 2023 |
|
|
Carrying amount |
||
At 31 March 2023 |
|
|
At 31 March 2022 |
|
|
Debtors |
Current |
2023 |
2022 |
Trade debtors |
|
|
Amounts owed by related parties |
|
|
Other debtors |
|
|
Prepayments |
|
|
|
|
Cash and cash equivalents |
2023 |
2022 |
|
Cash at bank |
|
|
Bishopsgate Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2023
Creditors |
Note |
2023 |
2022 |
|
Due within one year |
|||
Trade creditors |
|
|
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
|
|
|
Social security and other taxes |
|
|
|
Outstanding defined contribution pension costs |
|
|
|
Accruals |
|
|
|
Income tax liability |
21 |
10 |
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. 000 |
£ 000 |
No. 000 |
£ 000 |
|
|
- |
- |
- |
- |
Parent and ultimate parent undertaking |
The company's immediate parent is