Mediaforce (Representation) Digital Limited
Annual Report and Financial Statements
For the year ended 30 September 2023
Company Registration No. 11707687 (England and Wales)
Mediaforce (Representation) Digital Limited
Company Information
Directors
M C Denmark
R E Elliot
Secretary
R Whitehair
Company number
11707687
Registered office
47 Great Marlborough Street
London
United Kingdom
W1F 7JP
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Mediaforce (Representation) Digital Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Profit and loss account
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 15
Mediaforce (Representation) Digital Limited
Strategic Report
For the year ended 30 September 2023
Page 1
The directors present the strategic report for the year ended 30 September 2023.
Fair review of the business
The company's principal activity is a Holding company for the Mediaforce companies that operate as advertising agencies and provide representation services to publishers for their print and digital advertising to National Advertising Agencies.
The national press advertising market has been challenging as advertising migrates online and the number of publishers falls as the market consolidates into the major regional publishing groups. Mediaforce remains the largest regional press agency and continues to expand its 1XL operations dealing with the growing online market. The company does not use non-financial performance indicators.
There has been no change in these activities during the year ended September 2023.
The main KPI for the company is income. The company’s income is by way of dividends from its subsidiaries, during the year this was £800,000 (2022 – Nil)
Principal risks and uncertainties
The groups's principal risk relates to credit risk.
Company credit risk is principally attributable to trade debtors. In order to manage credit risk, we establish limits with customers based on a combination of payment history and third party credit references. Credit limits are reviewed by company management in conjunction with debt ageing and collection history.
Future developments
The directors will continue to focus on enhancing the customers offering. There will also be ongoing efforts to improve cash generation and control working capital levels. Despite the pressure of the economic downturn, with these objectives the directors are confident of strong financial performance in the foreseeable future.
R E Elliot
Director
20 August 2024
Mediaforce (Representation) Digital Limited
Directors' Report
For the year ended 30 September 2023
Page 2
The directors present their annual report and financial statements for the year ended 30 September 2023.
Principal activities
The principal activity of the company is that of a holding company.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M C Denmark
R E Elliot
Auditor
Moore Kingston Smith LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Energy and carbon report
The company due to it not being practical to obtain the necessary information from its providers for the period under review, is not able to disclose the information required in respect of greenhouse gas emissions, energy consumption and energy efficiency action. The company is working with its providers, to be able to extract this information and are putting in place procedures to source the relevant information for the year ended September 2024.
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.
Mediaforce (Representation) Digital Limited
Directors' Report (Continued)
For the year ended 30 September 2023
Page 3
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.
On behalf of the board
R E Elliot
Director
20 August 2024
Mediaforce (Representation) Digital Limited
Independent Auditor's Report
To the Member of Mediaforce (Representation) Digital Limited
Page 4
Opinion
We have audited the financial statements of Mediaforce (Representation) Digital Limited (the 'company') for the year ended 30 September 2023 which comprise the Profit and Loss Account, 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 30 September 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.
Mediaforce (Representation) Digital Limited
Independent Auditor's Report (Continued)
To the Member of Mediaforce (Representation) Digital Limited
Page 5
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.
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 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.
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.
Mediaforce (Representation) Digital Limited
Independent Auditor's Report (Continued)
To the Member of Mediaforce (Representation) Digital Limited
Page 6
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Mediaforce (Representation) Digital Limited
Independent Auditor's Report (Continued)
To the Member of Mediaforce (Representation) Digital Limited
Page 7
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Jamie Seaford
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
20 August 2024
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Mediaforce (Representation) Digital Limited
Profit and Loss Account
For the year ended 30 September 2023
Page 8
2023
2022
Notes
£
£
Interest receivable and similar income
3
800,000
Profit before taxation
800,000
Tax on profit
Profit for the financial year
800,000
Mediaforce (Representation) Digital Limited
Balance Sheet
As at 30 September 2023
Page 9
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
5
196,267
196,267
Current assets
-
-
Creditors: amounts falling due within one year
7
(196,167)
(196,167)
Net current liabilities
(196,167)
(196,167)
Net assets
100
100
Capital and reserves
-
-
Called up share capital
8
100
100
The financial statements were approved by the board of directors and authorised for issue on 20 August 2024 and are signed on its behalf by:
R E Elliot
Director
Company Registration No. 11707687
Mediaforce (Representation) Digital Limited
Statement of Changes in Equity
For the year ended 30 September 2023
Page 10
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 October 2021
100
100
Year ended 30 September 2022:
Profit and total comprehensive income for the year
-
Balance at 30 September 2022
100
100
Year ended 30 September 2023:
Profit and total comprehensive income for the year
-
800,000
800,000
Dividends
4
-
(800,000)
(800,000)
Balance at 30 September 2023
100
100
Mediaforce (Representation) Digital Limited
Notes to the Financial Statements
For the year ended 30 September 2023
Page 11
1
Accounting policies
Company information
Mediaforce (Representation) Digital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 47 Great Marlborough Street, London, W1F 7JP.
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 as applicable to companies subject to the small companies regime.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. 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:
The financial statements of the company are consolidated in the financial statements of Media Concierge (Holdings) Limited. These consolidated financial statements are available from its registered office, 47 Great Marlborough Street, London, W1F 7JP.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Mediaforce (Representation) Digital Limited is a wholly owned subsidiary of Media Concierge (Holdings) Limited and the results of Mediaforce (Representation) Digital Limited are included in the consolidated financial statements of Media Concierge (Holdings) Limited which are available from 47 Great Marlborough Street, London, W1F 7JP.
1.2
Going concern
The company meets its day to day working capital requirements through funding provided by the group. The directors have received confirmation that Mediaforce Concierge (Holdings) Limited will provide financial support on an ongoing basis, as required and are confident that Mediaforce Concierge (Holdings) Limited has sufficient resources to provide such support. At 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 and consider it appropriate to adopt the going concern basis in preparing the company’s financial statements.true
1.3
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.
Mediaforce (Representation) Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 30 September 2023
1
Accounting policies
(Continued)
Page 12
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
Cash at bank and in hand
Cash at bank and in hand 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.
1.5
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 balance sheet 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 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.
Mediaforce (Representation) Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 30 September 2023
1
Accounting policies
(Continued)
Page 13
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.
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, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Mediaforce (Representation) Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 30 September 2023
1
Accounting policies
(Continued)
Page 14
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.
1.6
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.
2
Employees
The company had no employees in the year.
3
Interest receivable and similar income
2023
2022
£
£
Interest receivable and similar income includes the following:
Income from shares in group undertakings
800,000
4
Dividends
2023
2022
£
£
Final paid
800,000
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
196,267
196,267
Mediaforce (Representation) Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 30 September 2023
Page 15
6
Subsidiaries
Details of the company's subsidiaries at 30 September 2023 are as follows:
Name of undertaking
Registered
Nature of business
% Held
office
Direct
Indirect
Mediaforce (London) Limited
United Kingdom
Advertising agency
100.00
0
Mediaforce Representation Limited
United Kingdom
Advertising agency
100.00
0
LocalEyes Digital Limited
United Kingdom
Media representation service
75.00
0
1XL Limited
United Kingdom
Media representation service
100.00
0
Mediaforce Digital Limited
United Kingdom
Media representation service
100.00
0
7
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
196,167
196,167
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
9
Controlling party
The immediate and ultimate parent company is Media Concierge (Holdings) Limited, a company incorporated in England and Wales.
The smallest and largest entity preparing consolidated accounts is Media Concierge (Holdings) Limited. The consolidated group accounts are available from 47 Great Marlborough Street, London, W1F 7JP.
The ultimate controlling party is M C Denmark by virtue of his shareholding in Media Concierge (Holdings) Limited.
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