Company Registration No. 03883505 (England and Wales)
ARC Inspirations Limited
Annual report and financial statements
for the period ended 31 March 2024
ARC Inspirations Limited
Company information
Directors
Nik Lowery
Anni Opong
Christopher Ure
Martin Wolstencroft
Barry Jackson
Michael Tye
Ciara Allan
(Appointed 6 November 2023)
Company number
03883505
Registered office
5th Floor, White Rose House
8 Otley Road
Headingley
Leeds
West Yorkshire
United Kingdom
LS6 2AD
Independent auditor
Saffery LLP
Mitre House
North Park Road
Harrogate
North Yorkshire
HG1 5RX
Bankers
HSBC UK Bank plc
North & West Yorkshire Corporate Banking Centre
HSBC House
1 Bond Court
Leeds
LS1 2JZ
ARC Inspirations Limited
Contents
Page
Directors' report
1 - 3
Strategic report
4 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Income statement
12
Statement of comprehensive income
13
Statement of financial position
14
Statement of changes in equity
15
Statement of cash flows
16
Notes to the financial statements
17 - 30
ARC Inspirations Limited
Directors' report
For the period ended 31 March 2024
1

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 operation of premium bars.

Results and dividends

The results for the period are set out on page 12.

Ordinary dividends were paid amounting to £488,959. The directors do not recommend payment of a further dividend.

Directors

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

Timothy Knockton
(Resigned 9 June 2023)
Nik Lowery
Anni Opong
Stephen Richards
(Resigned 30 May 2023)
Christopher Ure
Martin Wolstencroft
Barry Jackson
Michael Tye
Ciara Allan
(Appointed 6 November 2023)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The company's policy is to consult and discuss with employees through meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

Auditor

Saffery LLP have expressed their willingness to continue in office.

Energy and carbon report

The following table shows an estimate of the amount of CO2 emissions resulting from the purchase of energy for the Company's use for the financial year. The Company is considering ways to reduce its carbon footprint. Usage at each site is being reviewed and initiatives introduced to reduce emissions. The increase in energy costs in the financial year has impacted on margins and provides a further reason for the business to focus on this expense.

ARC Inspirations Limited
Directors' report (continued)
For the period ended 31 March 2024
2
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
3,588,743
4,033,627
- Electricity purchased
4,729,719
4,726,562
8,318,462
8,760,189
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
657.31
738.80
- Fuel consumed for owned transport
-
-
657.31
738.80
Scope 2 - indirect emissions
- Electricity purchased
1,004.26
1,003.59
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
-
-
Total gross emissions
1,661.57
1,742.39
Intensity ratio
Tonnes CO2e per employee
1.62
1.96
Quantification and reporting methodology

The calculations above are based on metered readings or estimates if readings are not available.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

Measures taken to improve energy efficiency

The Company is considering ways to reduce its carbon footprint. Usage at each site is being reviewed and initiatives introduced to reduce emissions. Measures taken during FY24 include roll out of LED lighting across the sites, as well as installing HH/Smart meters on new openings and where practical across the current estate. We are also insulating cellars in new sites, which reduces energy use by approximately 30%. For FY26, we are planning on reviewing voltage optimisation opportunities.

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.

ARC Inspirations Limited
Directors' report (continued)
For the period ended 31 March 2024
3
On behalf of the board
Martin Wolstencroft
Director
12 September 2024
ARC Inspirations Limited
Strategic report
For the period ended 31 March 2024
4

The directors present the strategic report for the period ended 31 March 2024.

Fair review of the business

Since the investment in Arc Inspirations by BGF in April 2022, the focus has been on driving industry-leading growth whilst maintaining strong site EBITDA. In line with this strategy, the Business opened three new sites in the financial reporting period to 31 March 2024. The period began with the opening of BOX Brindleyplace in Birmingham, in early June 2023. In the second half of the financial year, Manahatta Newcastle and BOX Nottingham both opened, in November 2023, ahead of the Christmas peak trading period. Along with Manahatta Sheffield, which was opened in February 2023, at the end of the previous financial year, all four new sites are trading well and in line with expectations.

 

In March 2024, the business carried out a debt/equity raise to support the future site roll-out plan. This included a £4m revolving credit facility (RCF) from the business’s banking partner HSBC and a £3m investment of share capital from existing shareholders. The shareholders remain committed to the business and supporting its growth over the next 5 years. The revolving credit facility was undrawn at the year-end and will support the funding of the new sites opening in the new financial period to 31 March 2025 (FY25).

 

The business operated profitably in the year, growing total sales by 16.2% compared to FY23, which reflects the excellent performance of our central and operational teams in focusing on maximising sales opportunities within each site. We have worked hard to continue to improve the efficiency of our operations and to ensure we get value for money from our key suppliers. We successfully managed margin pressures and are particularly pleased with our customer satisfaction metrics measuring the experience and service that our guests receive every day. The business measures its performance on Adjusted EBITDA, and this has increased from £3,839K to £5,262K year on year, boosted by the growth driven by the four new openings since February 2023.

 

We have three successful brands which excite our customers, and we have 1,000 great people committed to providing customers with a fantastic experience each time they visit one of our sites. The combination of a healthy pipeline of new sites, the development of which is supported by our strategic partnerships with BGF and HSBC, will allow the business to capitalise on market opportunities and growth over the next five years.

Key Performance Indicators

The management team’s key performance indicators vs the prior year are as follows:

 

2023/24
2022/23
£'000
£'000
Turnover
47,441
40,814
Operating profit
721
1,225
Net profit / (loss)
(1,011)
(13)
Adjusted EBITDA*
5,262
3,839
* EBITDA has been adjusted for £1,506k exceptional items including NXD fees, restructuring fees, brand refresh costs and new site launch costs (£688k). The prior year EBITDA has been adjusted for £969k of exceptional items, of which £229k related to new site launches.
ARC Inspirations Limited
Strategic report (continued)
For the period ended 31 March 2024
5
Business Update

The financial reporting period to 31 March 2024 represents a year of transformation for the company, in terms of setting the future growth strategy for the business and putting in place the building blocks to support this strategy. The business’s Executive team launched this strategy, known as ‘The Arc Way’ to central and operational management teams shortly after the year-end, in April 2024. The business’s vision is to operate 50 highly-successful bars by 2030. In order to achieve this, the business will focus on targeting prime city centre locations with plans to open in Edinburgh and Liverpool in FY25 as well as London, Cardiff and Glasgow from FY26. As part of its strategy to focus on prime city centre locations, the business has evaluated its existing site portfolio and exited one site during the year in Ilkley, as well as closing three sites post year-end in suburban locations. A key metric to achieve profitable growth is to focus on average EBITDA per site and EBITDA conversion (EBITDA/sales). Excluding the closed sites, the business is proud to achieve growth in both these metrics year on year. Average site EBITDA has grown from £450k in FY23 to £550k in FY24 (22% growth) and EBITDA conversion from 21.4% to 22.9%.

 

There were a number of highlights in the financial year including the best Christmas trading performance in the Company’s history, two strong Easter sales periods (as the business ran a 53-week financial period which covered two Easter bank holiday weekends) and excellent performances from all our new sites. A further positive for the business has been our investment in outside areas (including a roof terrace which was opened at BOX Headingley in May 2023, and an extensive outside area at one of our new sites, Manahatta Sheffield). These areas have also increased our site capacities and make our venues more attractive to consumers.

 

The business saw the best Christmas sales period in its history, boosted by the success of the new openings as well as pleasing sales growth in its existing sites. Like-for-like sales for the four weeks to the end of December 2023 were up by 19.9% compared with December 2022, with all brands outperforming FY23 – up 30% at BOX, 24% at Manahatta and 10% at Banyan. In addition, 12 of the company’s 21 sites recorded their best ever sales week during the week commencing 11 December 2023. The delivery of these record sales is testament to the passion, commitment and flair shown by the operational teams and underpins our confidence in our brands, our teams and the market to accelerate our growth through future new openings.

 

The business continues to track ahead of the market as we move into the new financial year, which is extremely encouraging for future performance. Our premium brands proposition appeals strongly to customers and our three distinct brands are differentiated and can exist in close proximity to each other in major cities, without suffering brand or trading dilution. The management team are strongly focused on increasing site sales and margins. Particular focus is being placed on supplier partnerships and margin improvement. It is encouraging that the Government is focusing on reducing food inflation and has provided some support on energy costs. As energy suppliers respond to reductions in wholesale energy prices, we are starting to see better terms as our largely fixed-rate deals come to an end, and this benefit will continue into FY25.

 

Looking into FY25, the business is gearing up to open two Manahattas in Nottingham and Edinburgh in October 2024, and a BOX in Sheffield in November 2024. All three sites are planned to open prior to the critical Christmas peak trading period. Towards the end of the next financial year, the business plans to open a Manahatta in Liverpool, in February 2025. In total, four new openings are planned for FY25, which is in line with the business’s growth strategy. The business is also committed to its investment in existing sites, and as part of its investment in the overall Manahatta brand, is planning a major refurbishment of two of its flagship Manahatta sites, in Manchester and Leeds in early 2025.

 

Principal Risks and Uncertainties

The key risk is considered to be a reduced level of sales. To mitigate the risk associated with a reduction in sales, the Company maintains strong control over its cost of sales and wage costs and expects to be able to take suitable mitigating actions to manage overhead costs, capital expenditure and cash flow in the event that sales fall below forecast levels to ensure compliance with its banking covenants.

ARC Inspirations Limited
Strategic report (continued)
For the period ended 31 March 2024
6
Promoting the success of the company

The Directors' key decisions are made with due regard for the Company's key stakeholders and other matters as specified in s172 of the Companies Act 2006. When making decisions, each Director ensures that he/she acts in the way he/she considers, in good faith, would most likely promote the Company's success for the benefit of the members as a whole. It is important to the Board that the Company maintains its positive reputation for high standards of business conduct. The Directors consider that they act fairly as between members of the Company.

The Company's Directors act, at all times, to support employees to benefit from working for the Company. Employees are provided with regular communications outlining strategy and operational performance including the performance of their venue. Staff are encouraged to provide feedback to management. Staff participate in incentive programmes and our highest-performing employees are included in our employee awards night and other events.

Key management decisions include opening new outlets and refurbishing existing outlets in order to maintain and improve profitability, and to enhance customer experience. Management continually reviews the performance of our brands (Manahatta, BOX and Banyan) and regularly refresh the offering of each brand, taking feedback on a regular basis from customers. Investments have now been made across a wider geographical area as opportunities to open new sites arise.

Key suppliers' interests are managed through the year by way of a strong management reporting structure and clear lines of communication. Management has developed strong relationships with major suppliers over a number of years. The Company pays particular regard to the quality of products and services sourced from suppliers and balances this with the cost of these products and services particularly in times of significant inflation.

Our sites are mainly based in areas of higher population in the North and Midlands. The Company considers it plays an important role in providing community spaces for its customers to relax and enjoy themselves. Staff are encouraged to contribute to their local communities and to support charities that they consider have meaning to them and those in their lives. Due to local Leeds connections, the Company has provided support in the recent years to the Motor Neurone Disease Charity. The Company is conscious of its environmental impact and has looked to reduce its carbon footprint particularly at a time when energy prices and inflation have impacted profitability.

Management maintains a strong dialogue with the Company's investors. The investors either have Board representation or regular access to Board members and continue their focus of growing the business and its brands, and its future profitability.

On behalf of the board

Martin Wolstencroft
Director
12 September 2024
ARC Inspirations Limited
Directors' responsibilities statement
For the period ended 31 March 2024
7

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.

ARC Inspirations Limited
Independent auditor's report
To the members of ARC Inspirations Limited
8
Opinion

We have audited the financial statements of ARC Inspirations Limited (the 'company') for the period ended 31 March 2024 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows 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.

ARC Inspirations Limited
Independent auditor's report (continued)
To the members of ARC Inspirations Limited
9

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

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.

ARC Inspirations Limited
Independent auditor's report (continued)
To the members of ARC Inspirations Limited
10

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

 

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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.

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.

ARC Inspirations Limited
Independent auditor's report (continued)
To the members of ARC Inspirations Limited
11
Jonathan Davis
Senior Statutory Auditor
For and on behalf of Saffery LLP
12 September 2024
Chartered Accountants
Statutory Auditors
Mitre House
North Park Road
Harrogate
North Yorkshire
HG1 5RX
ARC Inspirations Limited
Income statement
For the period ended 31 March 2024
12
period
Period
ended
ended
31 March
26 March
2024
2023
Notes
£
£
Turnover
3
47,441,311
40,813,939
Cost of sales
(10,541,281)
(9,358,198)
Gross profit
36,900,030
31,455,741
Administrative expenses
(36,179,092)
(30,230,412)
Operating profit
4
720,938
1,225,329
Interest receivable and similar income
7
3,367
-
0
Interest payable and similar expenses
9
(1,636,988)
(1,053,167)
(Loss)/profit before taxation
(912,683)
172,162
Tax on (loss)/profit
10
(98,054)
(184,982)
Loss for the financial period
(1,010,737)
(12,820)

The income statement has been prepared on the basis that all operations are continuing operations.

ARC Inspirations Limited
Statement of comprehensive income
For the period ended 31 March 2024
13
period
Period
ended
ended
31 March
26 March
2024
2023
£
£
Loss for the period
(1,010,737)
(12,820)
Other comprehensive income
-
-
Total comprehensive income for the period
(1,010,737)
(12,820)
ARC Inspirations Limited
Statement of financial position
As at 31 March 2024
14
31 March 2024
26 March 2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
18,383,024
14,587,525
Current assets
Stocks
14
694,303
605,871
Debtors
15
2,763,235
2,922,166
Cash at bank and in hand
5,814,702
7,679,181
9,272,240
11,207,218
Creditors: amounts falling due within one year
16
(10,302,396)
(11,187,768)
Net current (liabilities)/assets
(1,030,156)
19,450
Total assets less current liabilities
17,352,868
14,606,975
Creditors: amounts falling due after more than one year
17
(15,300,871)
(14,153,596)
Provisions for liabilities
Deferred tax liability
19
1,049,003
950,949
(1,049,003)
(950,949)
Net assets/(liabilities)
1,002,994
(497,570)
Capital and reserves
Called up share capital
21
112,263
106,359
Share premium account
-
0
249,523
Profit and loss reserves
890,731
(853,452)
Total equity
1,002,994
(497,570)
The financial statements were approved by the board of directors and authorised for issue on 12 September 2024 and are signed on its behalf by:
Martin Wolstencroft
Director
Company registration number 03883505 (England and Wales)
ARC Inspirations Limited
Statement of changes in equity
For the period ended 31 March 2024
15
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 28 March 2022
3,609,711
-
0
(840,632)
2,769,079
Period ended 26 March 2023:
Loss and total comprehensive income
-
-
(12,820)
(12,820)
Issue of share capital
21
11,859
249,523
-
261,382
Redemption of shares
21
(1,250)
-
0
-
0
(1,250)
Transfer to debt
(3,513,961)
-
-
(3,513,961)
Balance at 26 March 2023
106,359
249,523
(853,452)
(497,570)
Period ended 31 March 2024:
Loss and total comprehensive income
-
-
(1,010,737)
(1,010,737)
Issue of share capital
21
7,640
2,994,356
-
3,001,996
Dividends
11
-
-
(488,959)
(488,959)
Redemption of shares
21
(1,736)
-
0
-
0
(1,736)
Transfers
-
-
3,243,879
3,243,879
Other movements
-
(3,243,879)
-
(3,243,879)
Balance at 31 March 2024
112,263
-
0
890,731
1,002,994
ARC Inspirations Limited
Statement of cash flows
For the period ended 31 March 2024
16
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
2,917,392
2,845,665
Interest paid
(1,292,288)
(738,040)
Income taxes refunded
-
0
181,513
Net cash inflow from operating activities
1,625,104
2,289,138
Investing activities
Purchase of tangible fixed assets
(6,904,296)
(4,064,522)
Proceeds from disposal of tangible fixed assets
73,720
-
0
Interest received
3,367
-
0
Net cash used in investing activities
(6,827,209)
(4,064,522)
Financing activities
Proceeds from issue of shares
3,001,996
261,382
Redemption of shares
(1,736)
(1,250)
Repayment of borrowings
-
0
(1,053,631)
Proceeds from new bank loans
2,541,742
4,482,008
Repayment of bank loans
(1,500,000)
(1,500,000)
Dividends paid
(704,376)
-
Net cash generated from financing activities
3,337,626
2,188,509
Net (decrease)/increase in cash and cash equivalents
(1,864,479)
413,125
Cash and cash equivalents at beginning of period
7,679,181
7,266,056
Cash and cash equivalents at end of period
5,814,702
7,679,181
ARC Inspirations Limited
Notes to the financial statements
For the period ended 31 March 2024
17
1
Accounting policies
Company information

ARC Inspirations Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor, White Rose House, 8 Otley Road, Headingley, Leeds, West Yorkshire, United Kingdom, LS6 2AD.

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 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.

1.2
Going concern

At the time of approving the financial statements, the directors are confident that the company has adequate resources to continue in operational existence for the foreseeable future, notwithstanding the net current liabilities of £1,030k at the balance sheet date. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements. The net current liabilities have arisen due to a planned use of cash reserves to fund capital expenditure and expansion at new sitestrue.

 

Forecasts

 

The directors' financial forecasts for the Company indicate that, taking account of reasonably possible downsides, the Company will have sufficient funds to meet its liabilities as they fall due and that the Company has sufficient headroom to comply with its banking covenants for the foreseeable future.

 

The key risk to the financial forecasts is considered to be a reduced level of sales. To mitigate the risk associated with a reduction in sales, the Company maintains strong control over its cost of sales and wage costs and expects to be able to take suitable mitigating actions to manage overhead costs, capital expenditure and cash flow in the event that sales fall below forecast levels to ensure compliance with its banking covenants.

 

The directors remain confident that the Company has adequate resources to continue to meet its liabilities as and when they fall due within the period of 12 months from the date of approval of these financial statements. The directors are also confident that the business will continue to see a strong sales performance relative to the sector in which it operates, and has retained the support of its funding providers. Based on the above indications, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
18

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:

Fixtures and fittings
10%-50% straight line
Motor vehicles
25% reducing balance

The fixed assets residual values, useful lives, and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indications of significant changes since the last reporting date.

1.5
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).

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.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to net realisable value.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
Financial instruments

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

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
19
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.

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.

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.

ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
20
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
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.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

 

 

 

 

ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
1
Accounting policies (continued)
21
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.

2
Critical accounting 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.

Depreciation and impairment

The key accounting estimate and area of judgement within the accounts is the depreciation and impairment of the leasehold buildings.

Deferred taxation

The Company has tax losses carried forward due to significant capital allowances available in this financial year. The tax losses are treated as recoverable.

3
Turnover and other revenue
2024
2023
£
£
Other revenue
Interest income
3,367
-
4
Operating profit
2024
2023
Operating profit for the period is stated after charging:
£
£
Depreciation of owned tangible fixed assets
2,165,217
1,536,853
Impairment of owned tangible fixed assets
441,709
80,217
Loss on disposal of tangible fixed assets
428,151
-
Operating lease charges
3,699,877
2,815,690
ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
22
5
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
23,000
21,200
For other services
All other non-audit services
5,000
4,800
6
Employees

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

2024
2023
Number
Number
Management
115
160
Bar staff
909
731
Total
1,024
891

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
16,432,591
14,394,589
Social security costs
1,166,320
1,123,511
Pension costs
150,868
184,691
17,749,779
15,702,791
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
3,367
-
0
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
3,367
-
0
ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
23
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
1,291,079
1,117,349
Company pension contributions to defined contribution schemes
4,733
3,422
1,295,812
1,120,771

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023 - 6).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
340,083
355,843
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,292,287
738,040
Dividends on redeemable preference shares not classified as equity
344,701
315,127
1,636,988
1,053,167
10
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(45,190)
185,433
Adjustment in respect of prior periods
143,244
(451)
Total deferred tax
98,054
184,982
ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
10
Taxation (continued)
24

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
(912,683)
172,162
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(228,171)
32,711
Tax effect of expenses that are not deductible in determining taxable profit
147,122
89,195
Adjustments in respect of prior years
-
0
451
Permanent capital allowances in excess of depreciation
36,871
(16,713)
Other permanent differences
(1,012)
5,777
Deferred tax adjustments in respect of prior years
143,244
35,740
Fixed assets differences
-
0
37,821
Taxation charge for the period
98,054
184,982

The company had trading tax losses carried forward at the year end of £3,969,579 (2023 - £2,356,786 ).

11
Dividends
2024
2023
£
£
Final paid
488,959
-
0

Preference dividends in arrears total £444,410 (2023 - £315,127). These relate to the redeemable preference shares included within creditors due after one year.

12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Property, plant and equipment
13
441,709
80,217
Recognised in:
Administrative expenses
441,709
80,217
ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
25
13
Tangible fixed assets
Fixtures and fittings
Motor vehicles
Total
£
£
£
Cost
At 27 March 2023
29,005,609
61,361
29,066,970
Additions
6,904,296
-
0
6,904,296
Disposals
(1,210,930)
(6,250)
(1,217,180)
At 31 March 2024
34,698,975
55,111
34,754,086
Depreciation and impairment
At 27 March 2023
14,441,035
38,410
14,479,445
Depreciation charged in the period
2,165,217
-
0
2,165,217
Impairment losses
441,709
-
0
441,709
Eliminated in respect of disposals
(709,436)
(5,873)
(715,309)
At 31 March 2024
16,338,525
32,537
16,371,062
Carrying amount
At 31 March 2024
18,360,450
22,574
18,383,024
At 26 March 2023
14,564,574
22,951
14,587,525

More information on impairment movements in the period is given in note 12.

14
Stocks
2024
2023
£
£
Finished goods and goods for resale
694,303
605,871
15
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
306,568
409,067
Other debtors
132,822
488,741
Prepayments and accrued income
2,323,845
2,024,358
2,763,235
2,922,166

 

ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
26
16
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
18
1,500,000
1,500,000
Trade creditors
2,920,461
4,280,778
Taxation and social security
1,057,688
785,373
Other creditors
42,035
236,263
Accruals and deferred income
4,782,212
4,385,354
10,302,396
11,187,768
17
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank and other loans
18
11,342,500
10,324,508
Other borrowings
18
3,513,961
3,513,961
Preference dividends payable
444,410
315,127
15,300,871
14,153,596

The bank loans are secured by fixed charges over the assets of the company and are made up of a Term Loan payable in quarterly instalments of £375,000 with an outstanding balance of £6,000,000 (less arrangement fees for statutory purposes), accruing an interest rate of 3.5% per annum above the Bank of England base rate, and an additional facility for capital expenditure totalling £5,000,000 with interest of 3.8% above the Bank of England base rate.

 

In addition, on 11 April 2022 BGF Investments LP and BGF UKEF LP provided an unsecured loan of £2,000,000 to the Company, at an interest rate of 9%. The loan is repayable in six equal half yearly instalments from 11 April 2027.

Other borrowings represents redeemable preference shares in the name of BGF Investments LP, classified as a liability. The preference shares accrue a dividend of 9% per annum and are repayable in six bi-annual instalments from April 2027 onwards.

18
Loans and overdrafts
2024
2023
£
£
Bank and other loans
12,842,500
11,824,508
Preference shares
3,513,961
3,513,961
16,356,461
15,338,469
Payable within one year
1,500,000
1,500,000
Payable after one year
14,856,461
13,838,469
ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
27
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
2,143,987
1,565,646
Tax losses
(992,395)
(589,197)
Short term timing differences
(102,589)
(25,500)
1,049,003
950,949
2024
Movements in the period:
£
Liability at 27 March 2023
950,949
Charge to profit or loss
98,054
Liability at 31 March 2024
1,049,003

The deferred tax liability above relating to fixed assets and the resultant deferred tax asset relating to tax losses are expected to reverse over the useful economic lives of the related assets. Other short term timing differences are expected to reverse within 12 months.

20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
150,868
184,691

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.

ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
28
21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A1 Shares of 90p each
28,222
28,222
25,400
25,400
Ordinary A2 Shares of 90p each
530
530
477
477
Ordinary A3 Shares of 90p each
6,271
5,644
Ordinary B1 Shares of 90p each
60,180
60,180
54,162
54,162
Ordinary B2 Shares of 90p each
12,416
12,416
11,174
11,174
Ordinary C1 Shares of 90p each
4,182
4,182
3,764
3,764
Ordinary D1 Shares of 90p each
2,317
2,317
2,085
2,085
Ordinary D2 Shares of 90p each
7,039
6,750
6,335
6,075
Ordinary E1 Shares of 90p each
3,580
3,580
3,222
3,222
124,737
118,177
112,263
106,359
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
3,513,961
3,513,961
3,513,961
3,513,961
Preference shares classified as liabilities
3,513,961
3,513,961
The A1, A2, A3, B1, B2 and C ordinary shares carry voting rights, rights to appoint or remove directors and their full rights are set out in the articles of association.

The D1, D2 and E1 classes of share do not carry voting rights.

The articles of association set out the rights of each class of shares, on exit or a return of capital, and set out the rights of each class of shares to dividends.

On 31 August 2023, 1,929 of D2 Ordinary shares were repurchased by the Company and cancelled.  

On 26 January 2024, 2,218 of D2 Ordinary shares were issued by the Company at par value of £0.90.

On 18 March 2024, 6,271 A3 Ordinary shares were issued with a nominal value of £0.90.  £478.39 was paid per share (£3m in total consideration) and therefore share premium of £2,994,356.1 was generated.  

A special resolution was signed by the Directors on 19 March 2024 and the total value of the share premium account was cancelled and credited to distributable reserves (£3,243,879.10, equating to the £2,994,356.1 plus the pre-existing share premium of £249,523).  A solvency statement was signed by the Directors on the same date.
ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
29
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:

2024
2023
£
£
Within one year
3,140,894
2,880,977
Between two and five years
11,842,036
10,578,280
In over five years
28,622,682
21,673,177
43,605,612
35,132,434
23
Related party transactions
Transactions with related parties

ATC Properties Limited is related to the company through the common directorship and ultimate ownership of the companies and trusts in which CD Ure has a beneficial interest.

 

During the year rent and other charges were charged for leased properties of £840,123 (2023: £788,848) to ATC Properties Limited.

 

At 31 March 2024 the company owed £47,514 (2023: £1,800) to ATC Properties Limited which is included in trade creditors.

 

During the year loan note compound interest payable to BGF amounted to £220,706 (2023: £173,096). The Company paid £27,253 (2023: £36,493) loan note interest to BGF. £444,410 (2023: £315,127) was accrued at 31 March 2024 in relation to the preference share dividends, with £28,854 being the cash interest element due as at March 2024, and the remaining £415,556 being the compound interest on the preference shares.

 

Within 2023 a transaction arrangement fee of £380,279 (2024: £nil) was paid following completion of the share acquisition and related transactions to the Investment Manager which is related to BGF.

 

BGF charged annual fees of £92,700 (2023: £72,123) for Investment Management for the period to 31 March 2024. £nil (2023: £11,587) is included in prepayments at the year end.

 

Included in debtors in the prior year was an amount of £284,248 due from BGF which was repaid on 29 June 2023.

 

Within the year there were transactions totalling £1,934 with BGF UKEF, none of which remained outstanding at the year end.

 

A special dividend of £548,660 on the ordinary shares owned and preference shares previously owned by C Ure prior to 11 April 2022 is payable at such time as the Company has distributable reserves. The special dividend has specific elements with interest payable at between 4 and 9%.

 

ARC Inspirations Limited
Notes to the financial statements (continued)
For the period ended 31 March 2024
30
24
Cash generated from operations
2024
2023
£
£
Loss for the period after tax
(1,010,737)
(12,820)
Adjustments for:
Taxation charged
98,054
184,982
Finance costs
1,636,988
1,053,167
Investment income
(3,367)
-
0
Loss on disposal of tangible fixed assets
428,151
-
Depreciation and impairment of tangible fixed assets
2,606,926
1,617,070
Movements in working capital:
(Increase)/decrease in stocks
(88,432)
44,816
Decrease/(increase) in debtors
158,931
(1,630,240)
(Decrease)/increase in creditors
(909,122)
1,588,690
Cash generated from operations
2,917,392
2,845,665
25
Analysis of changes in net debt
27 March 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
7,679,181
(1,864,479)
5,814,702
Borrowings excluding overdrafts
(15,338,469)
(1,017,992)
(16,356,461)
(7,659,288)
(2,882,471)
(10,541,759)
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