Company Registration No. 03008728 (England and Wales)
STEMA SHIPPING (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
John Cumming Ross Limited
Chartered Certified Accountants
1st Floor, Kirkland House
11-15 Peterborough Road
Harrow
Middlesex
HA1 2AX
STEMA SHIPPING (UK) LIMITED
COMPANY INFORMATION
Directors
Mr M B Johansen
Mr Claus Boisen
Secretary
Mr M B Johansen
Company number
03008728
Registered office
Alexandra House
Waterfront
Lakeside
Grays
Essex
RM20 1WL
Auditor
John Cumming Ross Limited
Chartered Certified Accountants
1st Floor, Kirkland House
11-15 Peterborough Road
Harrow
Middlesex
HA1 2AX
STEMA SHIPPING (UK) LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Independent auditor's report
8 - 10
Profit and loss account
11
Statement of comprehensive income
12
Balance sheet
13
Statement of changes in equity
14
Notes to the financial statements
15 - 28
STEMA SHIPPING (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Fair review of the business
Due to the ongoing cost increases caused by Russian aggression in Ukraine, management focus remained on stock levels, costs, cost recovery and employee safety during the year. The issues were managed through ongoing discussion with both employees and customers. The main suppliers, mainly consumables and haulage contractors, were contacted by department heads during the year. As part of the process a review of payment performance was conducted, this concluded that invoices were paid within the agreed terms.
Considering the issues, the directors are satisfied with the overall result for the year. Like-for-like turnover significantly increased compared to 2022 and we are seeing shifts in the market that further increase the requirement for aggregates through all our terminals and regions. Rock Armour sales continue to be on a project by project basis. A new strategy on Rock Armour has been developed and the Group has seen a positive impact on this market segment in 2023.
The exchange rate of Sterling against Euro saw less fluctuations compared to the previous year but the cost of energy (both carbon based and electricity) remains high, this was offset against rate increases. The company realised rate increases on products sold in 2023 and the directors only forecast a modest increase in rates for 2024. Internal group transfer rates have been discussed and increases are in line with cost increase expectations through 2024. Inflation remains a significant risk, both on recovery of costs and retention of staff.
The Board of Directors reviewed policies on Modern Day Slavery, Equality (gender pay, ethnicity and LGBTQ+) and compliance with the Bribery Act, the Board could not find, based on the available information, any issue through the company or our suppliers. Focus on the environment remains an issue through the group with ongoing initiatives such as modernising the fleet with new build vessels (improving fuel efficiency per ton transported), capital expenditure available to deepen berths to optimise ship loading capacity, allowing for EV company cars and charge points at all terminals and the office.
The Board of Directors continued to review working hours and contract terms during the year with a focus on employee welfare and working conditions. Employee mental health will remain a focus for management and discussion with all staff is ongoing. The company's policy is to provide help and assistance where possible under such circumstances. Staff turnover remained low with no changes in key positions.
STEMA SHIPPING (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties
Market demand risk
The demand for products supplied by the company is closely linked with economic conditions. As a result, depressed economic conditions in the UK can have an adverse effect on demand for and pricing of the company's products which could result in reduced sales and profits.
Global pandemic risk
A global pandemic can create uncertainty in the economy which can have an adverse effect on the supply of sand and aggregates. Government policy to safeguard the public health and macro-economic factors, due to the cost of the pandemic to the public purse, may also affect sales in both the short and long term.
War in Ukraine
The directors recognise the tragedy this has been for the Ukrainian people. The impact on the business has been threefold: significant inflationary pressures driving cost of consumables and wages, increases in energy costs leading to increased operating costs (quarries and terminals), increase in cost of hydrocarbon fuels (IFO and MGO) on the vessels.
Seasonality risk
Extended periods of inclement weather, especially periods of heavy or sustained rainfall, during peak construction periods can result in a reduction in demand for the company's products.
Credit risk
Credit risk is the potential exposure of the company to loss in the event of non-payment by the counter party. Trade debtors are managed in respect of credit and cash flow risk by policies concerning the opening of customer credit accounts, together with the daily monitoring of amounts outstanding for both age of debt and credit limits.
Disruption in the supply chain
The directors have discussed the aspect of key performance issues through the supply chain and are satisfied that there are robust contingency plans in place in the event of breakdown of key equipment.
Development and performance
The company's profit on ordinary activities after taxation was £1,891,142 (2022: £2,454,082). Turnover for the year was £80,423,142 against £74,870,832 in the previous year. The company's net current assets were £3,020,771 (2022: £101,383) and the shareholders funds were £11,278,918 (2022: £9,387,776) at the balance sheet date. A dividend of £nil (2022: £nil) was paid in the year.
Key performance indicators
The directors use of Key Performance Indicators relates to cost control ratios against set parameters and quality of earnings for various customers and projects.
2023 2022
Sales volumes of aggregates and sand
at fixed terminals 3,759,484 tonnes 3,790,557 tonnes
Earnings before interest, tax, depreciation and
amortisation £3,591,973 £4,065,823
Earnings before interest and tax £2,675,580 £3,324,545
Net assets £11,278,918 £9,387,776
STEMA SHIPPING (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Promoting the success of the company
The Directors have and continue to act in good faith to ensure the business’ success for the benefit of its stakeholders
Stakeholders include:
• Employees
The company has robust policies in place to safeguard diversity and is committed to equal opportunities for all and providing a workplace free from harassment and discrimination. The Company will select, recruit, employ and promote staff based on the abilities of the individual regardless of sex, age, race, disability, ethnic origin or religion.
• Suppliers
The Company relies on its suppliers to provide quality goods and services in order to maintain the highest standards in meeting the needs of our customers. The Company is committed to having professional and ethical relationships with its suppliers and the Company clearly articulates through written policies, its stance on; anti-corruption, anti-bribery, and modern slavery with all its suppliers ensuring the highest standards of ethics are met.
The Company has a fair process with respect to tendering of contracts and engaging with new suppliers.
• Customers
The Company has procedures in place for handling imported goods so that quality is maintained through the value chain. The Company works to maintain a professional and ethical relationship with all its customers and is again clear on its stance on anti-corruption, anti-bribery and modern slavery. There is regular communication between the Company and its customers through both formal and informal channels.
• The local community and environment
The Company has to operate safely and effectively within the local community.
The Directors of Stema Shipping (UK) Ltd understand the need to act fairly and to consider the impact of any decision-making, long or short term, on these groups. The Company has a corporate social responsibility, sustainability and environmental care are firmly embedded in the company's culture and corporate strategy. The Company strives to pursue the Group's mission to be the most sustainable premium provider of aggregates. Sustainability runs through all aspects of our business, such as using the latest generation of vessels, energy saving, recycling and resource management. The company undertakes many local initiatives in these areas and the Directors recognise the relevance of leading the company in such a way that it contributes to wider society.
• Members of the company
The company has just one class of share in issue so all shareholders benefit from the same rights. The Board does not take any decisions or actions, such as selectively disclosing confidential or inside information, that would provide any shareholder with any unfair advantage or position compared to the shareholders as a whole.
The Company's culture is characterised by clear responsibility, mutual respect and trust. Lawful conduct and fair competition are integral to its business activities and an important condition for maintaining a reputation for high standards of business conduct and securing long term success. The company is focused on people, with both customers and employees being at the heart of its business. The company embraces diversity, flexibility, sustainability and continuous improvement throughout the organisation. The Company has a customer centric philosophy with transparent, fair and simple processes. The Board and senior management have taken active steps to drive cultural change and to ensure corporate strategy and customer orientation principles and values are embraced across the organisation.
STEMA SHIPPING (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Mr M B Johansen
Secretary
15 April 2024
STEMA SHIPPING (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of importers and suppliers of rock armour, sand and aggregates.
Results and dividends
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M B Johansen
Mr Claus Boisen
Directors' insurance
Appropriate directors' liability insurance cover is in place to indemnify the directors.
Future developments
The company will continue organic growth and expansion through the development of new port projects as and where the opportunity arises.
Financial instruments
Information relating to financial instruments has been included in the strategic report.
Auditor
A resolution to re-appoint John Cumming Ross Limited as auditors will be proposed at the forthcoming General Meeting.
Energy and carbon report
2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
4,867,500
5,077,697
STEMA SHIPPING (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
3.00
3.00
- Fuel consumed for owned transport
802.00
734.00
805.00
737.00
Scope 2 - indirect emissions
- Electricity purchased
57.00
52.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
692.00
490.00
Total gross emissions
1,554.00
1,279.00
Intensity ratio
Tonnes CO2e per employee
42
37.59
Quantification and reporting methodology
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee.
Measures taken to improve energy efficiency
We have increased video conferencing technology for staff meetings to reduce the need for travel and where motor vehicles are replaced this has been with electric cars.
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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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.
STEMA SHIPPING (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
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.
By order of the board
Mr M B Johansen
Secretary
15 April 2024
STEMA SHIPPING (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF STEMA SHIPPING (UK) LIMITED
- 8 -
Opinion
We have audited the financial statements of Stema Shipping (UK) Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 December 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.
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.
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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
STEMA SHIPPING (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF STEMA SHIPPING (UK) LIMITED
- 9 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
Discussions were held with the managing director with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. The outcomes of these discussions and enquiries were shared with the engagement team. During the engagement briefing it was considered where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:
The laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company law, Tax and Pensions legislation and distributable profits legislation.
Those laws and regulations considered to have a direct effect on the day to day operations of the company include employment law and health and safety regulations.
It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the year end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
STEMA SHIPPING (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF STEMA SHIPPING (UK) LIMITED
- 10 -
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. There is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with the ISAs (UK).
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
Balvantkumar B Patel (Senior Statutory Auditor)
For and on behalf of John Cumming Ross Limited
Chartered Accountants and Stautory Auditors
1st Floor, Kirkland House
11-15 Peterborough Road
Harrow
Middlesex
HA1 2AX
16 April 2024
STEMA SHIPPING (UK) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
80,423,142
74,870,832
Cost of sales
(74,693,837)
(69,285,161)
Gross profit
5,729,305
5,585,671
Administrative expenses
(3,053,725)
(2,261,126)
Operating profit
4
2,675,580
3,324,545
Interest receivable and similar income
8
3,349
5
Interest payable and similar expenses
9
(165,866)
(102,627)
Profit before taxation
2,513,063
3,221,923
Tax on profit
10
(621,921)
(767,841)
Profit for the financial year
1,891,142
2,454,082
The profit and loss account has been prepared on the basis that all operations are continuing operations.
STEMA SHIPPING (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
£
£
Profit for the year
1,891,142
2,454,082
Other comprehensive income
-
-
Total comprehensive income for the year
1,891,142
2,454,082
STEMA SHIPPING (UK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
12
8,754,093
10,039,769
Investments
13
100
100
8,754,193
10,039,869
Current assets
Stocks
15
4,607,691
4,056,798
Debtors
16
14,846,086
15,434,328
Cash at bank and in hand
31,693
2,346
19,485,470
19,493,472
Creditors: amounts falling due within one year
17
(16,464,699)
(19,392,089)
Net current assets
3,020,771
101,383
Total assets less current liabilities
11,774,964
10,141,252
Provisions for liabilities
Deferred tax liability
19
496,046
753,476
(496,046)
(753,476)
Net assets
11,278,918
9,387,776
Capital and reserves
Called up share capital
21
1,000,000
1,000,000
Revaluation reserve
1,232,871
1,232,871
Profit and loss reserves
9,046,047
7,154,905
Total equity
11,278,918
9,387,776
The financial statements were approved by the board of directors and authorised for issue on 15 April 2024 and are signed on its behalf by:
Mr Claus Boisen
Director
Company Registration No. 03008728
STEMA SHIPPING (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
1,000,000
1,232,871
4,700,823
6,933,694
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
2,454,082
2,454,082
Balance at 31 December 2022
1,000,000
1,232,871
7,154,905
9,387,776
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
1,891,142
1,891,142
Balance at 31 December 2023
1,000,000
1,232,871
9,046,047
11,278,918
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information
Stema Shipping (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Alexandra House, Waterfront, Lakeside, Grays, Essex, RM20 1WL.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost convention, modified to include the deemed cost of freehold land. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Heidelberg Materials AG. These consolidated financial statements are available from Berliner Strasse 6, D 69120 Heidelberg, Germany.
The company has taken advantage of the exemption under section 405 (2) of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the inclusion is non material for the purpose of giving true and fair view. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover represents amounts receivable for goods and services net of VAT and trade discounts.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or deemed cost, net of depreciation and any impairment losses.
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land
not depreciated
Short leasehold buildings
term of lease
Plant and machinery
16.66% to 50% p.a. on a straight line basis
Fixtures, fittings & equipment
25% to 33% p.a. on a straight line basis
Motor vehicles
25% p.a. on a straight line basis
Land development
5% p.a. on a straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
The company took advantage of the transitional provision in FRS 102 to show freehold land at deemed cost rather than historic cost.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.6
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 it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
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 (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) 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.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.8
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.
1.9
Financial instruments
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies , 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.
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.12
Retirement benefits
Contributions are made for the majority of employees to the workplace pension scheme established under the automatic enrolment legislation. All eligible staff are entitled to join the pension scheme. Contributions payable are charged to profit or loss in the year they are payable.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Provisioning against trade debtors
Trade debtors are regularly considered for indicators of impairment, which require the company to make best estimates for these losses. Such estimates involve considering; the historical experience of bad debts; the effects of present economic conditions; and the financial health of customers.
Depreciation and useful economic life
The depreciation, in respect of tangible fixed assets, is based upon estimates of the useful economic lives of the assets involved. Useful economic life is assessed initially upon acquisition of the asset and reviewed annually taking into account any revisions of future use of those assets. The judgements involved are informed by historical experience in relation to similar assets.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
Income from sale of goods
80,423,142
74,870,832
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 20 -
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
80,423,142
74,870,832
2023
2022
£
£
Other significant revenue
Interest income
3,349
5
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(3,429)
226
Depreciation of owned tangible fixed assets
916,393
741,278
Impairment of owned tangible fixed assets
557,000
Profit on disposal of tangible fixed assets
-
(10,721)
Operating lease charges
1,493,744
1,477,236
Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to £3,429 (2022 - £226).
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
19,700
18,800
For other services
Taxation compliance services
1,200
1,000
All other non-audit services
7,280
6,443
8,480
7,443
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Administration staff
16
15
Manual operatives
21
19
Total
37
34
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
1,607,819
1,512,993
Social security costs
183,532
181,374
Pension costs
113,513
121,176
1,904,864
1,815,543
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
135,257
143,112
Company pension contributions to defined contribution schemes
49,294
37,964
184,551
181,076
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).
There is no key management compensation outside of directors remuneration.
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
117
5
Other interest income
3,232
Total income
3,349
5
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
9
Interest payable and similar expenses
2023
2022
£
£
Interest payable to group undertakings
157,008
102,627
Other interest
8,858
165,866
102,627
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
879,351
196,930
Deferred tax
Origination and reversal of timing differences
(257,430)
570,911
Total tax charge
621,921
767,841
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
2,513,063
3,221,923
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
591,072
612,165
Tax effect of expenses that are not deductible in determining taxable profit
12,352
6,956
Permanent capital allowances in excess of depreciation
275,926
(422,191)
Deferred tax charge
(257,430)
570,911
Other differences
1
Taxation charge for the year
621,921
767,841
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
11
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2023
2022
Notes
£
£
In respect of:
Property, plant and equipment
12
557,000
Recognised in:
Administrative expenses
557,000
-
The impairment of £557,000 relates to the conveyor at Port of Sheerness terminal.
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
12
Tangible fixed assets
Freehold land
Short leasehold buildings
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Land development
Total
£
£
£
£
£
£
£
Cost or deemed cost
At 1 January 2023
5,555,096
1,217,534
4,582,180
585,179
11,525
257,897
12,209,411
Additions
78,368
69,663
39,686
187,717
At 31 December 2023
5,555,096
1,295,902
4,651,843
624,865
11,525
257,897
12,397,128
Depreciation and impairment
At 1 January 2023
252,603
1,485,131
405,757
5,347
20,804
2,169,642
Depreciation charged in the year
193,663
608,090
97,884
3,842
12,914
916,393
Impairment losses
557,000
557,000
At 31 December 2023
446,266
2,650,221
503,641
9,189
33,718
3,643,035
Carrying amount
At 31 December 2023
5,555,096
849,636
2,001,622
121,224
2,336
224,179
8,754,093
At 31 December 2022
5,555,096
964,931
3,097,049
179,422
6,178
237,093
10,039,769
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
More information on impairment movements in the year is given in note 11.
Freehold land is carried at deemed cost. If freehold land were measured using the cost model, the carrying amounts would have been approximately £4,322,225 (2022 - £4,322,225), being cost £4,322,225 (2022 - £4,322,225) and depreciation £Nil (2022 - £Nil).
The difference between the value of freehold land at deemed cost and historical cost is £1,232,871.
13
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
14
100
100
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Sizewell Aggregates Limited
Alexandra House, Waterfront, Lakeside, Grays, Essex RM20 1WL
Ordinary shares
100.00
15
Stocks
2023
2022
£
£
Finished goods and goods for resale
4,607,691
4,056,798
16
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
12,217,000
12,839,774
Corporation tax recoverable
92,824
Amounts owed by group undertakings
1,725,436
1,316,837
Other debtors
290
Prepayments and accrued income
903,360
1,184,893
14,846,086
15,434,328
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
17
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans and overdrafts
18
140
Trade creditors
1,879,282
1,738,237
Amounts owed to group undertakings
10,222,272
13,361,836
Corporation tax
436,918
Other taxation and social security
3,473,448
3,789,697
Other creditors
(138)
(138)
Accruals and deferred income
452,777
502,457
16,464,699
19,392,089
18
Loans and overdrafts
2023
2022
£
£
Bank overdrafts
140
Payable within one year
140
19
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
496,046
753,476
2023
Movements in the year:
£
Liability at 1 January 2023
753,476
Credit to profit or loss
(257,430)
Liability at 31 December 2023
496,046
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
113,513
121,176
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
21
Share capital
2023
2022
£
£
Ordinary share capital
Issued, allotted, called-up and fully paid
1,000,000 Ordinary shares of £1 each
1,000,000
1,000,000
1,000,000
1,000,000
22
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
1,334,654
2,007,490
Between two and five years
3,728,924
7,073,570
In over five years
644,851
198,394
5,708,429
9,279,454
23
Related party transactions
Transactions with related parties
During the year interest of £157,008 (2022: £102,627) was payable to Heidelberg Materials AG, the ultimate parent undertaking. At the balance sheet date the amount due to Heidelberg Materials AG was £3,486,445 (2022: £6,478,952).
During the year transactions and balances with other ultimate subsidiary undertakings of Heidelberg Materials AG, were as follows:
2023 2022
£ £
Amounts due to fellow group undertakings 283,902 182,706
Amounts due from fellow group undertakings 1,716,782 1,310,799
Sales to fellow group undertakings 8,379,564 8,722,385
Purchases from fellow group undertakings 1,070,035 1,801,938
STEMA SHIPPING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
24
Parent undertaking
The ultimate parent undertaking was Heidelberg Materials AG, a company incorporated in Germany, and the immediate parent undertaking was Stema Shipping A/S, a company incorporated in Denmark. The smallest group in which the results of the company are consolidated is that headed by Mibau Holding GmbH. Copies of the consolidated financial statements of Mibau Holding GmbH can be obtained from Gewerbestrasse 3, 21781 Cadenbege, Germany. The largest group in which the results of the company are consolidated is that headed by Heidelberg Materials AG, copies of the consolidated financial statements are available from Berliner Strasse 6, D 69120 Heidelberg, Germany.
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