Company registration number 12049879 (England and Wales)
MAMELI TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
MAMELI TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr P B Ferrari
Mr C J S Grimm
Mr M Kelly
Mr J Ogland
Company number
12049879
Registered office
6 Grosvenor Street
London
W1K 4PZ
Auditor
Sumer Audit
5 Peveril Court
6-8 London Road
Crawley
West Sussex
RH10 8JE
MAMELI TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 27
MAMELI TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present the strategic report for the year ended 31 December 2023.

Review of the business

The principal activity of the Group is the provision of alarm and security surveillance services.

 

The Group continues to provide a full service to its customers while taking appropriate measures to ensure the safety of its employees. The Group has monitored the challenging macro environment at the end of 2023, with rising costs due to an inflationary environment. The Board has been working closely with management to adapt the cost structure and ensure sustained profitability.

 

As a result, the Group continued to trade steadily in 2023, with sales and EBITDA at €34.5m and €8.2.m (2022:- 33.0m and 7.7m) respectively.

 

The Board are aware of the maturity of the bond loans in 2026 and continue to evaluate the company's future financing options.

Principal risks and uncertainties

Market risk

Market risk exists due to the possibility that changes in exchange rates, interest rates and product prices could adversely affect the value of assets, liabilities or of expected cash flows. The energy crisis with consequent rise in prices and inflation linked to the war in Ukraine, which broke out in February 2022, led to a significant increase in market risk. The first impact for the Group was the increase in the cost of fuel relating to security and patrol services. 

 

Exchange rate risk

The group operates almost exclusively in Italy, therefore the exchange rate risk is limited due to trading in Euros.

 

Interest rate risk

The group is exposed to rising interest rates in relation to the Euribor rates, as the bond loans interest rate is linked.

 

Credit risk

The credit risk represents the Group's exposure to potential losses deriving from the non-fulfilment of the obligations assumed by the counterparty and is assessed in both commercial and financial terms. The group ensures individual credit checks and receivables balances are monitored throughout the year to ensure that only appropriate lines of credit are extended to customers. The credit risk is also mitigated by the fact there is no significant exposure to individual debtors, as the customer list is extensive and varied.

 

Liquidity risk

Liquidity risk represents the risk that, due to the inability to raise new funds or liquidate assets on the market, the Group will not be able to meet its liabilities. To manage this risk, the Group prudently controls the liquid funds for operating and ensures there are sufficient credit lines to cover any financial needs. Additionally, the Group's treasury function is responsible for managing the flow of resources generated and absorbed in its normal operating and investing activity.

 

Environmental risk

This is a type of risk that is not very relevant for the specific activity carried out by the Group (surveillance and security services). The Group's exposure to risks deriving from environmental regulations is however monitored and any situations that may be encountered in the context of operations are handled in compliance with the regulations to which the company is subject to.

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MAMELI TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Key performance indicators

The group uses a range of financial performance measures to monitor the management of the business effectively, the most significant of these are the key performance indicators (KPIs).

 

The KPIs on operations for the year ended 31 December 2023, with comparatives, are set out below:

 

2023     2022

 

Turnover ('000)        34,549        32,989

Gross profit ('000)    20,350        18,707

Gross margin (%)         58.9         56.7

 

 

On behalf of the board

Mr P B Ferrari
Director
21 August 2024
- 2 -
MAMELI TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the Company is that of a holding company. The principal activity of the Group is the provision of alarm and security surveillance services.

Results and dividends

The results for the year are set out on page 8.

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

Directors

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

Mr P B Ferrari
Mr C J S Grimm
Mr M Kelly
Mr J Ogland
Auditor

The auditor, Carpenter Box, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Matters covered in the strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Mr P B Ferrari
Director
21 August 2024
- 3 -
MAMELI TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

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 group and company, and of the profit or loss of the group 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

- 4 -
MAMELI TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MAMELI TOPCO LIMITED
Opinion

We have audited the financial statements of Mameli Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group 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 group and parent 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 group's and parent 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:

- 5 -
MAMELI TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAMELI TOPCO LIMITED
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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 parent 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 parent 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

- 6 -

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those

most likely to have an impact on the financial statements: compliance with the UK Companies Act.

In addition to the above, our procedures to respond to risks identified included the following:

MAMELI TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAMELI TOPCO LIMITED
- 7 -

Due to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance.

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.

Tony Summers BA FCA Senior Statutory Auditor
For and on behalf of Sumer Audit
21 August 2024
Chartered Accountants
Statutory Auditor
Crawley
Sumer Audit is the trading name of Sumer Auditco Limited
MAMELI TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
2023
2022
Notes
Revenue
3
34,548,809
32,988,685
Cost of sales
(14,199,141)
(14,281,739)
Gross profit
20,349,668
18,706,946
Administrative expenses
(19,526,769)
(18,156,830)
Operating profit
4
822,899
550,116
Investment income
7
27,534
748
Finance costs
8
(4,265,259)
(3,220,927)
Loss before taxation
(3,414,826)
(2,670,063)
Tax on loss
9
(480,106)
(607,568)
Loss for the financial year
(3,894,932)
(3,277,631)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

- 8 -
MAMELI TOPCO LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
2023
2022
Notes
Non-current assets
Goodwill
10
33,602,503
39,247,412
Other intangible assets
10
274,348
312,211
Total intangible assets
33,876,851
39,559,623
Property, plant and equipment
11
3,112,221
2,350,986
Investments
12
12,184
12,184
37,001,256
41,922,793
Current assets
Inventories
14
826,878
694,877
Trade and other receivables
15
11,542,714
10,058,707
Cash and cash equivalents
1,412,580
5,371,215
13,782,172
16,124,799
Current liabilities
16
(6,524,476)
(6,188,141)
Net current assets
7,257,696
9,936,658
Total assets less current liabilities
44,258,952
51,859,451
Non-current liabilities
17
(36,642,964)
(40,123,603)
Provisions for liabilities
Provisions
19
551,988
776,916
(551,988)
(776,916)
Net assets
7,064,000
10,958,932
Equity
Called up share capital
21
1,000,001
1,000,001
Share premium account
21,510,428
21,510,428
Retained earnings
(15,446,429)
(11,551,497)
Total equity
7,064,000
10,958,932

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 21 August 2024 and are signed on its behalf by:
Mr P B Ferrari
Director
Company registration number 12049879 (England and Wales)
- 9 -
MAMELI TOPCO LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
2023
2022
Notes
Non-current assets
Investments
12
22,510,429
22,510,429
Equity
Called up share capital
21
1,000,001
1,000,001
Share premium account
21,510,428
21,510,428
Total equity
22,510,429
22,510,429

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s profit for the year was €0 (2022 - €0 profit).

The financial statements were approved by the board of directors and authorised for issue on 21 August 2024 and are signed on its behalf by:
Mr P B Ferrari
Director
Company Registration No. 12049879
- 10 -
MAMELI TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share capital
Share premium account
Retained earnings
Total
Balance at 1 January 2022
1,000,001
21,510,428
(8,273,866)
14,236,563
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(3,277,631)
(3,277,631)
Balance at 31 December 2022
1,000,001
21,510,428
(11,551,497)
10,958,932
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(3,894,932)
(3,894,932)
Balance at 31 December 2023
1,000,001
21,510,428
(15,446,429)
7,064,000
- 11 -
MAMELI TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share capital
Share premium account
Total
Balance at 1 January 2022
1,000,001
21,510,428
22,510,429
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
0
Balance at 31 December 2022
1,000,001
21,510,428
22,510,429
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
0
Balance at 31 December 2023
1,000,001
21,510,428
22,510,429
- 12 -
MAMELI TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
2023
2022
Notes
Cash flows from operating activities
Cash generated from operations
26
7,679,604
6,795,817
Interest paid
(3,745,898)
(2,841,083)
Income taxes paid
(1,529,811)
(1,164,822)
Net cash inflow from operating activities
2,403,895
2,789,912
Investing activities
Purchase of business unit
(190,957)
(214,000)
Purchase of intangible assets
(92,519)
901,001
Purchase of property, plant and equipment
(2,229,553)
(1,427,168)
Proceeds on disposal of property, plant and equipment
123,702
-
Proceeds on disposal of subsidiaries
-
(1,007,075)
Interest received
27,534
748
Net cash used in investing activities
(2,361,793)
(1,746,494)
Financing activities
Repayment of borrowings
(4,000,000)
-
Repayment of bank loans
(737)
(409,129)
Net cash used in financing activities
(4,000,737)
(409,129)
Net (decrease)/increase in cash and cash equivalents
(3,958,635)
634,289
Cash and cash equivalents at beginning of year
5,371,215
4,736,926
Cash and cash equivalents at end of year
1,412,580
5,371,215
- 13 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
Company information

Mameli Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6 Grosvenor Street, London, W1K 4PZ.

 

The group consists of Mameli Topco Limited and all of its subsidiaries.

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 Euros, which is the functional currency of the company and group. Monetary amounts in these financial statements are rounded to the nearest €1.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, and 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 for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Mameli Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

- 14 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that thetrue

company has adequate resources to continue in operational existence for the foreseeable future. The

directors have considered relevant information, including the company’s principal risks and uncertainties, and the impact of subsequent events in making their assessment. Based on these assessments and having

regard to the resources available to the entity, the directors have concluded that there is no material

uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and

financial statements.

1.5
Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the turnover can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of Services

 

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Patents & licences
The life of the patent or licence
- 15 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
1.8
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
3% straight line
Plant and equipment
15-30% straight line
Fixtures and fittings
12-25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.9
Non-current investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

1.10
Impairment of non-current assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

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.

1.11
Inventories
- 16 -

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the weighted average purchase cost method. A provision is made for obsolete and slow moving stock.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
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.

MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
1.13
Financial instruments

The group 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 group's statement of financial position when the group 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.

 

The group enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and loans from related parties.

 

Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method; Debt instruments that are payable or receivable within one year are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

 

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity. Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.14
Equity instruments

Equity instruments issued by the group 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 group.

1.15
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.

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.

1.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

- 17 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
1.17
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 non-current 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.

1.18
Foreign exchange

Transactions in currencies other than euros are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

3
Revenue
2023
2022
Revenue analysed by class of business
Provision of security services
34,548,809
32,988,685
2023
2022
Revenue analysed by geographical market
European countries outside the UK
34,548,809
32,988,685
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(1,547)
(386)
Depreciation of owned property, plant and equipment
1,426,830
1,165,218
Profit on disposal of property, plant and equipment
(65,337)
-
Amortisation of intangible assets
6,008,414
5,967,579
- 18 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
For audit services
Audit of the financial statements of the group and company
31,285
25,670
Audit of the financial statements of the company's subsidiaries
8,700
7,100
39,985
32,770

An additional €23,000 (2022: €21,000) was paid to Reconta Ernst & Young S.p.A for the audit of the Italian subsidiary, La Patria S.p.A.

6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors
4
4
4
4
Employees
246
242
-
-
Total
250
246
4
4

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
Wages and salaries
8,332,847
7,593,470
-
0
-
0
Social security costs
2,587,061
2,356,124
-
-
10,919,908
9,949,594
-
0
-
0

An amount of €54,333 (2022:- €54,333) was paid in the period to a third party for the services of the directors of the company.

7
Investment income
2023
2022
Interest income
Interest on bank deposits
27,534
748
- 19 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Finance costs
2023
2022
Interest on bank overdrafts and loans (incl. amortisaion of loan note issue costs)
4,265,259
3,220,927
9
Taxation
2023
2022
Current tax
Foreign current tax on profits for the current period
1,178,238
1,125,117
Deferred tax
Origination and reversal of timing differences
(698,132)
(517,549)
Total tax charge
480,106
607,568

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

2023
2022
Loss before taxation
(3,414,826)
(2,670,063)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(648,817)
(507,312)
Change in unrecognised deferred tax assets
(9,234)
(587)
Italian Regional Production Tax (IRAP)
295,912
270,078
Effect of difference between UK and Italian tax rates
38,374
76,306
Non-tax deductable amortisation and other non allowable expenses
803,871
797,860
Italian incentive Allowance for Corporate Equity (ACE)
-
0
(28,777)
Taxation charge
480,106
607,568
- 20 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
Cost
At 1 January 2023
58,547,197
740,961
59,288,158
Additions - separately acquired
-
0
92,519
92,519
Additions - business combinations
233,123
-
0
233,123
At 31 December 2023
58,780,320
833,480
59,613,800
Amortisation and impairment
At 1 January 2023
19,299,785
428,750
19,728,535
Amortisation charged for the year
5,878,032
130,382
6,008,414
At 31 December 2023
25,177,817
559,132
25,736,949
Carrying amount
At 31 December 2023
33,602,503
274,348
33,876,851
At 31 December 2022
39,247,412
312,211
39,559,623
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
11
Property, plant and equipment
Group
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Total
Cost
At 1 January 2023
13,200
5,819,365
292,133
6,124,698
Additions
-
0
2,084,286
145,267
2,229,553
Business combinations
-
0
16,877
-
0
16,877
Disposals
(13,200)
(871,817)
(13,805)
(898,822)
At 31 December 2023
-
0
7,048,711
423,595
7,472,306
Depreciation and impairment
At 1 January 2023
1,826
3,610,913
160,973
3,773,712
Depreciation charged in the year
-
0
1,367,713
59,117
1,426,830
Eliminated in respect of disposals
(1,826)
(835,488)
(3,143)
(840,457)
At 31 December 2023
-
0
4,143,138
216,947
4,360,085
Carrying amount
At 31 December 2023
-
0
2,905,573
206,648
3,112,221
At 31 December 2022
11,374
2,208,452
131,160
2,350,986
The company had no property, plant and equipment at 31 December 2023 or 31 December 2022.
- 21 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Property, plant and equipment
(Continued)
12
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
Investments in subsidiaries
13
-
0
-
0
22,510,429
22,510,429
Unlisted investments
12,184
12,184
-
0
-
0
12,184
12,184
22,510,429
22,510,429
Movements in non-current investments
Group
Investments
Cost or valuation
At 1 January 2023 and 31 December 2023
12,184
Carrying amount
At 31 December 2023
12,184
At 31 December 2022
12,184
Movements in non-current investments
Company
Shares in subsidiaries
Cost or valuation
At 1 January 2023 and 31 December 2023
22,510,429
Carrying amount
At 31 December 2023
22,510,429
At 31 December 2022
22,510,429
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Mameli Midco 1 Limited
6 Grosvenor Street, London, United Kingdom, W1K 4PZ
Ordinary
100.00
-
Mameli Group Management Limited
6 Grosvenor Street, London, United Kingdom, W1K 4PZ
Ordinary
-
100.00
La Patria S.p.A
40133 Via della Barca, 26
Ordinary
-
100.00
- 22 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Inventories
Group
Company
2023
2022
2023
2022
Finished goods and goods for resale
826,878
694,877
-
0
-
0
15
Trade and other receivables
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
Trade receivables
7,063,767
6,433,199
-
0
-
0
Corporation tax recoverable
6,961
15,137
-
0
-
0
Other receivables
353,319
346,677
-
0
-
0
Prepayments and accrued income
1,955,640
1,798,799
-
0
-
0
9,379,687
8,593,812
-
-
Deferred tax asset (note 20)
2,163,027
1,464,895
-
0
-
0
11,542,714
10,058,707
-
-
16
Current liabilities
Group
Company
2023
2022
2023
2022
Notes
Bank loans
18
4,238
4,975
-
0
-
0
Trade payables
3,028,972
2,708,965
-
0
-
0
Corporation tax payable
653,884
1,013,633
-
0
-
0
Other taxation and social security
468,548
360,684
-
-
Other payables
2,247,589
2,009,589
-
0
-
0
Accruals and deferred income
121,245
90,295
-
0
-
0
6,524,476
6,188,141
-
0
-
0
17
Non-current liabilities
Group
Company
2023
2022
2023
2022
Notes
Other borrowings
18
36,642,964
40,123,603
-
0
-
0
- 23 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
18
Borrowings
Group
Company
2023
2022
2023
2022
Bank loans
4,238
4,975
-
0
-
0
Other loans
36,642,964
40,123,603
-
0
-
0
36,647,202
40,128,578
-
-
Payable within one year
4,238
4,975
-
0
-
0
Payable after one year
36,642,964
40,123,603
-
0
-
0

The Group issued €41,750,000 of loan notes on which interest is charged at a rate of EURIBOR +6.5% and which are repayable in August 2026. These loan notes are shown net of unamortised issue costs of €1,406,998 (2022: - 1,926,359) in the accounts.

 

Bond loans are fully guaranteed by 100% of the group's share capital.

19
Provisions for liabilities
Group
Company
2023
2022
2023
2022
Other provisions
551,988
776,916
-
-

The other provisions relate to long term pension / retirement provisions in the Italian subsidiary.

Movements on provisions:
Other provisions
Group
At 1 January 2023
776,916
Other movements
(224,928)
At 31 December 2023
551,988
- 24 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Deferred taxation

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

Assets
Assets
2023
2022
Group
Timing differences, primarily relating to provisions
2,163,027
1,464,895
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
Asset at 1 January 2023
(1,464,895)
-
Credit to profit or loss
(698,132)
-
Asset at 31 December 2023
(2,163,027)
-
21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
Issued and fully paid
Ordinary shares of €1 each
1,000,001
1,000,001
1,000,001
1,000,001

The company has one class of ordinary shares which carries one vote, and full rights to dividends and capital distribution, including on winding up.

- 25 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
22
Acquisition of a business

In November 2023 the group acquired the business of Vedetta 2 Mondialpol SpA.

Book Value
Adjustments
Fair Value
Net assets acquired
Property, plant and equipment
16,877
-
16,877
Trade and other payables
(59,043)
-
(59,043)
Total identifiable net assets
(42,166)
-
(42,166)
Goodwill
233,123
Total consideration
190,957
The consideration was satisfied by:
Cash
190,957
The results of the acquired business for the reporting period included in the group statement of comprehensive income since acquisition are considered immaterial to the group.
23
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
Within one year
536,059
216,518
-
-
Between two and five years
270,189
140,227
-
-
806,248
356,745
-
-
24
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
Aggregate compensation
360,452
352,041
- 26 -
MAMELI TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
25
Controlling party

The immediate parent undertaking of the group is AMCE Fund SPV-1 S.a.r.l. The ultimate parent undertaking is A&M Capital Europe SCSp.

26
Cash generated from group operations
2023
2022
Loss for the year after tax
(3,894,932)
(3,277,631)
Adjustments for:
Taxation charged
480,106
607,568
Finance costs
4,265,259
3,220,927
Investment income
(27,534)
(748)
Gain on disposal of property, plant and equipment
(65,337)
-
Amortisation and impairment of intangible assets
6,008,414
5,967,579
Depreciation and impairment of property, plant and equipment
1,426,830
1,165,218
Decrease in provisions
(224,928)
(117,231)
Movements in working capital:
(Increase)/decrease in inventories
(132,001)
26,953
(Increase)/decrease in trade and other receivables
(794,051)
47,695
Increase/(decrease) in trade and other payables
637,778
(844,513)
Cash generated from operations
7,679,604
6,795,817
27
Analysis of changes in net debt - group
1 January 2023
Cash flows
Other non-cash changes
31 December 2023
Cash at bank and in hand
5,371,215
(3,958,635)
-
1,412,580
Borrowings excluding overdrafts
(40,128,578)
4,000,737
(519,361)
(36,647,202)
(34,757,363)
42,102
(519,361)
(35,234,622)

Non-cash movements represent the amortisation of capitalised bond issue costs.

- 27 -
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