Company registration number SC371345 (Scotland)
DIESELEC HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
DIESELEC HOLDINGS LIMITED
CONTENTS
Page
Company information
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 16
DIESELEC HOLDINGS LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr Oliver Hall
(Appointed 1 November 2023)
Mr Alan Kirk
(Appointed 1 November 2023)
Mr James Rudman
(Appointed 1 November 2023)
Mr David Taylor
(Appointed 1 November 2023)
Mr Ivan Trevor
(Appointed 1 November 2023)
Company number
SC371345
Registered office
Cadder House
160 Clober Road
Milngavie
Glasgow
Scotland
G62 7LW
Auditor
Consilium Audit Limited
169 West George Street
Glasgow
Scotland
G2 2LB
DIESELEC HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -

The directors present their annual report and financial statements for the Period ended 31 March 2024.

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the Period are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the Period and up to the date of signature of the financial statements were as follows:

Mr Oliver Hall
(Appointed 1 November 2023)
Mr Alan Kirk
(Appointed 1 November 2023)
Mr James Rudman
(Appointed 1 November 2023)
Mr David Taylor
(Appointed 1 November 2023)
Mr Ivan Trevor
(Appointed 1 November 2023)
Mr Brian Aitken
(Resigned 1 November 2023)
Mr Ian Buchan
(Resigned 1 November 2023)
Mr Paul Moore
(Resigned 1 November 2023)
Mr Brian Muirie
(Resigned 1 November 2023)
Mr James Pirrie
(Resigned 1 November 2023)
Mr John Pirrie
(Resigned 1 November 2023)
Auditor

Consilium Audit Limited 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.

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:

 

 

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.

DIESELEC HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 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
Mr Oliver Hall
Director
26 August 2024
DIESELEC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DIESELEC HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Dieselec Holdings Limited (the 'company') for the Period ended 31 March 2024 which comprise 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 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:

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'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.

Other information

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:

DIESELEC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DIESELEC HOLDINGS LIMITED
- 5 -
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 or 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:

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.

 

 

DIESELEC HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DIESELEC HOLDINGS LIMITED
- 6 -

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.

 

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:

 

 

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.

 

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: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

David Holt
Senior Statutory Auditor
For and on behalf of Consilium Audit Limited
Statutory Auditor
169 West George Street
Glasgow
Scotland
G2 2LB
28 August 2024
DIESELEC HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 7 -
Period
Year
ended
ended
31 March
30 June
2024
2023
Notes
£
£
Administrative expenses
(49,473)
(172,327)
Other operating income
80,500
226,667
Loss on impairment of fixed asset investments
8
(5,600,000)
-
0
Operating (loss)/profit
(5,568,973)
54,340
Interest receivable and similar income
4
5,600,000
400,000
Interest payable and similar expenses
5
(69,777)
(184,414)
(Loss)/profit before taxation
(38,750)
269,926
Tax on (loss)/profit
6
-
0
-
0
(Loss)/profit for the financial Period
(38,750)
269,926
DIESELEC HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 8 -
31 March 2024
30 June 2023
Notes
£
£
£
£
Fixed assets
Investments
8
7,813,555
7,813,555
Current assets
Debtors
10
-
0
156,752
Cash at bank and in hand
10,054
278,391
10,054
435,143
Creditors: amounts falling due within one year
11
(7,652,244)
(7,106,512)
Net current liabilities
(7,642,190)
(6,671,369)
Total assets less current liabilities
171,365
1,142,186
Creditors: amounts falling due after more than one year
12
-
0
(944,571)
Net assets
171,365
197,615
Capital and reserves
Called up share capital
13
107,298
106,798
Share premium account
12,000
-
0
Capital redemption reserve
5,700
5,700
Profit and loss reserves
46,367
85,117
Total equity
171,365
197,615
The financial statements were approved by the board of directors and authorised for issue on 26 August 2024 and are signed on its behalf by:
Mr Oliver Hall
Director
Company Registration No. SC371345
DIESELEC HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 9 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 July 2022
112,498
-
0
-
0
20,891
133,389
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
-
269,926
269,926
Dividends
7
-
-
-
(200,000)
(200,000)
Own shares acquired
(5,700)
-
5,700
(5,700)
(5,700)
Balance at 30 June 2023
106,798
-
0
5,700
85,117
197,615
Period ended 31 March 2024:
Loss and total comprehensive income for the period
-
-
-
(38,750)
(38,750)
Issue of share capital
13
500
12,000
-
-
12,500
Balance at 31 March 2024
107,298
12,000
5,700
46,367
171,365
DIESELEC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 10 -
1
Accounting policies
Company information

Dieselec Holdings Limited is a private company limited by shares incorporated in Scotland. The registered office is Cadder House, 160 Clober Road, Milngavie, Glasgow, Scotland, G62 7LW. The company's registration number is SC371345.

1.1
Reporting period

The reporting period is the 9 months to 31 March 2024. The prior period relates to the 12 months to 30 June 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 DCC Plc. These consolidated financial statements are available from The Secretary, DCC plc, DCC House, Leopardstown Road, Foxrock, Co Dublin, Ireland.

1.3
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.

1.4
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 the profit and loss account.

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.

DIESELEC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 11 -

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.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's 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.

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.

DIESELEC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 12 -
2
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
3,050
4,750
3
Employees

The average monthly number of persons (including directors) employed by the company during the Period was:

2024
2023
Total
-
0
-
0
4
Interest receivable and similar income
2024
2023
£
£
Income from fixed asset investments
Income from shares in group undertakings
5,600,000
400,000

In the current year, the dividend received relates to a dividend in specie. Please see note 8 for further details.

5
Interest payable and similar expenses
2024
2023
£
£
Interest on convertible loan notes
33,288
89,957
Other interest
36,489
94,457
69,777
184,414
DIESELEC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 13 -
6
Taxation

The actual charge for the Period can be reconciled to the expected (credit)/charge for the Period based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
(Loss)/profit before taxation
(38,750)
269,926
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
(9,688)
55,335
Tax effect of expenses that are not deductible in determining taxable profit
1,400,000
-
0
Tax effect of income not taxable in determining taxable profit
(1,400,000)
(82,000)
Group relief
9,688
26,665
Taxation charge for the period
-
-
7
Dividends
2024
2023
£
£
Final paid
-
0
200,000
8
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
9
7,813,555
7,813,555
DIESELEC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
8
Fixed asset investments
(Continued)
- 14 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 July 2023
7,813,555
Additions
5,600,000
At 31 March 2024
13,413,555
Impairment
At 1 July 2023
-
Impairment losses
5,600,000
At 31 March 2024
5,600,000
Carrying amount
At 31 March 2024
7,813,555
At 30 June 2023
7,813,555

During the year, the investment in DTGen South Limited was transferred to Dieselec Holdings Limited via dividend in specie of £5.6m from DTGen South (Holdings) Limited. Following the receipt of the dividend, the investment was subsequently impaired back to the original value of the investment in DTGen South (Holdings) Limited.

9
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
Dieselec Thistle Generators Limited
1
Ordinary shares
100.00
DTGen South (Holdings) Limited
2
Ordinary shares
100.00
DTGen South Limited
2
Ordinary shares
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Cadder House, 160 Clober Road, Milngavie, Glasgow, G62 7LW
2
81 Rayns Way, Syston, Leicester, LE7 1PF
DIESELEC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 15 -
10
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
100,000
Other debtors
-
0
52,029
Prepayments and accrued income
-
0
4,723
-
0
156,752
11
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Other borrowings
-
0
899,571
Trade creditors
-
0
100,299
Amounts owed to group undertakings
7,643,312
6,014,240
Corporation tax
8,932
8,932
Other taxation and social security
-
0
8,096
Accruals and deferred income
-
0
75,374
7,652,244
7,106,512

Other borrowings in the prior year consisted of loan notes which were fully repaid during the period to March 2024.

12
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Other borrowings
-
0
944,571

Other borrowings in the prior year related to preference shares which were redeemed at par during the period to March 2024.

13
Share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
50,879 ''A' ordinary shares of £1
50,879
50,879
55,919 ''B' ordinary shares of £1
55,919
55,919
500 (2023: 0) C shares of £1
500
-
107,298
106,798
DIESELEC HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
13
Share capital
(Continued)
- 16 -

During the year the company issued 500 C shares for a price of £25 per share, resulting in share premium of £12,000.

14
Related party transactions

The company has taken advantage of the exemption available under Financial Reporting Standard 102 not to disclose related party transactions with the ultimate parent company or with any wholly owned subsidiaries within the group.

 

No further transactions with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and the Republic of Ireland".

15
Ultimate controlling party

The immediate parent company is Flogas Britain Limited.

 

Following the acquisition of the shares in the company on 1 November 2023, the directors regard DCC plc, a company registered in the Republic of Ireland, as the ultimate parent company. The smallest and largest group of undertakings which the company is consolidated for which group financial statements are prepared is DCC plc. Copies of the consolidated financial statements may be obtained from The Secretary, DCC plc, DCC House, Leopardstown Road, Foxrock, Co Dublin, Ireland.

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