Company registration number 07370553 (England and Wales)
FVRVS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
FVRVS LIMITED
COMPANY INFORMATION
Directors
R A Vincent
W Brooks
A May
D Burdon
M K Cole
(Appointed 31 January 2023)
Company number
07370553
Registered office
60 Grays Inn Road
London
WC1X 8AQ
Auditor
Clarkson Hyde LLP
3rd Floor
Chancery House
St Nicholas Way
Sutton
Surrey
SM1 1JB
FVRVS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 29
FVRVS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Principal activities
The principal activity of the company during the period under review was providing digital training and education solutions.
Review of the business
The loss before taxation is £8,755,770 (2022: loss £8,551,677) at the end of the period, and the company had net assets of £5,748,240 compared to £5,442,997 at the end of the prior period.
Principal risks and uncertainties
Foreign exchange risk has a substantial influence on the company’s operations and profitability, due to the foreign subsidiary and transactions denominated in foreign currencies.
The company is also faced with the risk that it’s expenditure of research and development will not result in viable products and services that can generate revenues above their costs. This risk is carefully managed by recruiting qualified technical staff and undertaking in-depth market research.
Key performance indicators
In FY2023, the company focused of the continued development of the business and new product offerings to clinical users from education to data analytics. The company looks at non-financial performance indicators such as user numbers as well as breadth and depth of content in it’s library.
R A Vincent
Director
19 September 2024
FVRVS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
R A Vincent
W Brooks
A May
D Burdon
J R Burge
(Resigned 31 January 2023)
M K Cole
(Appointed 31 January 2023)
Auditor
Clarkson Hyde LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
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.
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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
FVRVS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
On behalf of the board
R A Vincent
Director
19 September 2024
FVRVS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FVRVS LIMITED
- 4 -
Opinion
We have audited the financial statements of FVRVS Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2023 and of the group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
FVRVS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FVRVS LIMITED
- 5 -
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:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.
We focussed on laws and regulations which could give rise to material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. 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. We did not identify any key audit matters in relation to irregularities, including fraud. As in all of our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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.
Prior period financial statements
The prior period financial statements were not audited, as the company qualified for audit exemption for that year.
FVRVS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF FVRVS LIMITED
- 6 -
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.
Andrew Seton (Senior Statutory Auditor)
For and on behalf of Clarkson Hyde LLP
19 September 2024
Chartered Accountants
Statutory Auditor
3rd Floor
Chancery House
St Nicholas Way
Sutton
Surrey
SM1 1JB
FVRVS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£
£
Turnover
3
3,922,017
3,053,531
Cost of sales
(1,154,611)
(480,592)
Gross profit
2,767,406
2,572,939
Administrative expenses
(11,532,846)
(11,083,894)
Operating loss
4
(8,765,440)
(8,510,955)
Interest receivable and similar income
8
20,023
17,171
Interest payable and similar expenses
9
(10,353)
(57,893)
Loss before taxation
(8,755,770)
(8,551,677)
Tax on loss
10
924,116
1,174,871
Loss for the financial year
(7,831,654)
(7,376,806)
Loss for the financial year is all attributable to the owners of the parent company.
FVRVS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
£
£
Loss for the year
(7,831,654)
(7,376,806)
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
70,775
(5,380)
Total comprehensive income for the year
(7,760,879)
(7,382,186)
Total comprehensive income for the year is all attributable to the owners of the parent company.
FVRVS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
1,970,870
184,406
Tangible assets
12
608,962
672,850
2,579,832
857,256
Current assets
Debtors
13
2,589,847
2,742,159
Cash at bank and in hand
3,453,422
3,914,452
6,043,269
6,656,611
Creditors: amounts falling due within one year
14
(2,783,998)
(2,000,733)
Net current assets
3,259,271
4,655,878
Total assets less current liabilities
5,839,103
5,513,134
Creditors: amounts falling due after more than one year
15
(90,863)
(24,166)
Provisions for liabilities
Deferred tax liability
18
45,971
-
(45,971)
Net assets
5,748,240
5,442,997
Capital and reserves
Called up share capital
21
10,342
7,574
Share premium account
28,441,973
20,484,815
Profit and loss reserves
(22,704,075)
(15,049,392)
Total equity
5,748,240
5,442,997
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 19 September 2024 and are signed on its behalf by:
19 September 2024
R A Vincent
Director
Company registration number 07370553 (England and Wales)
FVRVS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
1,970,870
184,406
Tangible assets
12
560,656
672,850
2,531,526
857,256
Current assets
Debtors
13
4,581,669
3,083,001
Cash at bank and in hand
3,250,315
3,663,735
7,831,984
6,746,736
Creditors: amounts falling due within one year
14
(2,496,130)
(1,938,295)
Net current assets
5,335,854
4,808,441
Total assets less current liabilities
7,867,380
5,665,697
Creditors: amounts falling due after more than one year
15
(90,863)
(24,166)
Provisions for liabilities
Deferred tax liability
18
45,971
-
(45,971)
Net assets
7,776,517
5,595,560
Capital and reserves
Called up share capital
21
10,342
7,574
Share premium account
28,441,973
20,484,815
Profit and loss reserves
(20,675,798)
(14,896,829)
Total equity
7,776,517
5,595,560
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £5,885,165 (2022 - £7,229,623 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 19 September 2024 and are signed on its behalf by:
19 September 2024
R A Vincent
Director
Company registration number 07370553 (England and Wales)
FVRVS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Advance subscription agreements
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
3,988
7,273,857
250,586
(7,667,206)
(138,775)
Year ended 31 December 2022:
Loss for the year
-
-
-
(7,376,806)
(7,376,806)
Other comprehensive income:
Currency translation differences
-
-
-
(5,380)
(5,380)
Total comprehensive income
-
-
-
(7,382,186)
(7,382,186)
Issue of share capital
21
3,586
12,960,372
-
-
12,963,958
Transfers
-
-
(250,586)
-
(250,586)
Other movements
-
250,586
-
-
250,586
Balance at 31 December 2022
7,574
20,484,815
-
(15,049,392)
5,442,997
Year ended 31 December 2023:
Loss for the year
-
-
-
(7,831,654)
(7,831,654)
Other comprehensive income:
Currency translation differences
-
-
-
70,775
70,775
Total comprehensive income
-
-
-
(7,760,879)
(7,760,879)
Issue of share capital
21
2,768
7,957,158
-
-
7,959,926
Credit to equity for equity settled share-based payments
20
-
-
-
106,196
106,196
Balance at 31 December 2023
10,342
28,441,973
-
(22,704,075)
5,748,240
FVRVS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Advance subscription agreements
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
3,988
7,273,857
250,586
(7,667,206)
(138,775)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(7,229,623)
(7,229,623)
Issue of share capital
21
3,586
12,960,372
-
-
12,963,958
Transfers
-
-
(250,586)
-
(250,586)
Other movements
-
250,586
-
-
250,586
Balance at 31 December 2022
7,574
20,484,815
-
(14,896,829)
5,595,560
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
(5,885,165)
(5,885,165)
Issue of share capital
21
2,768
7,957,158
-
-
7,959,926
Credit to equity for equity settled share-based payments
20
-
-
-
106,196
106,196
Balance at 31 December 2023
10,342
28,441,973
-
(20,675,798)
7,776,517
FVRVS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(7,642,923)
(8,130,311)
Interest paid
(10,353)
(57,893)
Income taxes refunded
1,175,674
600,603
Net cash outflow from operating activities
(6,477,602)
(7,587,601)
Investing activities
Purchase of intangible assets
(1,838,133)
(151,958)
Purchase of tangible fixed assets
(183,371)
(583,255)
Interest received
20,023
17,171
Net cash used in investing activities
(2,001,481)
(718,042)
Financing activities
Proceeds from issue of shares
7,959,926
12,963,958
Repayment of convertible loans
(1,160,000)
Repayment of bank loans
(10,279)
(10,001)
Payment of finance leases obligations
(2,369)
-
Net cash generated from financing activities
7,947,278
11,793,957
Net (decrease)/increase in cash and cash equivalents
(531,805)
3,488,314
Cash and cash equivalents at beginning of year
3,914,452
431,518
Effect of foreign exchange rates
70,775
(5,380)
Cash and cash equivalents at end of year
3,453,422
3,914,452
FVRVS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(7,591,104)
(8,387,440)
Interest paid
(8,344)
(57,893)
Income taxes refunded
1,175,987
601,635
Net cash outflow from operating activities
(6,423,461)
(7,843,698)
Investing activities
Purchase of intangible assets
(1,838,133)
(151,958)
Purchase of tangible fixed assets
(119,127)
(583,255)
Interest received
20,023
17,171
Net cash used in investing activities
(1,937,237)
(718,042)
Financing activities
Proceeds from issue of shares
7,959,926
12,963,958
Repayment of convertible loans
(1,160,000)
Repayment of bank loans
(10,279)
(10,001)
Payment of finance leases obligations
(2,369)
-
Net cash generated from financing activities
7,947,278
11,793,957
Net (decrease)/increase in cash and cash equivalents
(413,420)
3,232,217
Cash and cash equivalents at beginning of year
3,663,735
431,518
Cash and cash equivalents at end of year
3,250,315
3,663,735
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information
FVRVS Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 60 Grays Inn Road, London, WC2X 8AQ.
The group consists of FVRVS 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 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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
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.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company FVRVS 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 financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
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.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.6
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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:
Internally developed software
20% straight line
Patents & licences
5% straight line
Other development
33.33% straight line
1.8
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.
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:
Leasehold improvements
20% straight line
Furniture and fittings
20% straight line
Computer equipment
33.33% straight line
Motor vehicles
12.5% 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 profit and loss account.
1.9
Fixed asset 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.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.10
Impairment of fixed 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 loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
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 balance sheet when the group becomes party to the contractual provisions of the instrument.
The group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans with related parties and investments in non-puttable ordinary shares.
1.13
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.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’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.
1.15
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.
1.16
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.17
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes Option Pricing Model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.18
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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 leased asset are consumed.
1.19
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the 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
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
VR healthcare training platforms
3,922,017
3,053,531
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 19 -
2023
2022
£
£
Turnover analysed by geographical market
USA
2,980,733
1,954,260
EU
352,982
488,565
UK
588,302
610,706
3,922,017
3,053,531
2023
2022
£
£
Other revenue
Interest income
20,023
17,171
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging:
Exchange losses
147,832
916
Depreciation of owned tangible fixed assets
336,871
212,771
Amortisation of intangible assets
51,669
12,598
Share-based payments
106,196
-
Operating lease charges
452,234
308,567
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
20,000
-
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
Product
90
64
86
62
G&A/Ops
13
12
12
11
Sales and marketing
19
17
6
9
Cost of sales
3
1
3
1
Total
125
94
107
83
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 20 -
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
9,025,145
6,114,046
7,456,301
6,004,552
Social security costs
937,421
728,329
778,165
724,938
Pension costs
259,383
160,400
226,999
158,557
10,221,949
7,002,775
8,461,465
6,888,047
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
299,025
216,885
Company pension contributions to defined contribution schemes
7,200
6,525
306,225
223,410
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
228,664
216,885
Company pension contributions to defined contribution schemes
7,150
6,525
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
20,023
17,171
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
20,023
17,171
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
2,473
57,893
Other finance costs:
Interest on finance leases and hire purchase contracts
7,880
-
Total finance costs
10,353
57,893
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(878,145)
(1,174,871)
Deferred tax
Origination and reversal of timing differences
(45,971)
Total tax credit
(924,116)
(1,174,871)
The actual credit 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
(8,755,770)
(8,551,677)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(2,057,606)
(1,624,819)
Tax effect of expenses that are not deductible in determining taxable profit
17,945
15,305
Unutilised tax losses carried forward
1,448,564
1,399,647
Permanent capital allowances in excess of depreciation
33,174
(103,670)
Research and development tax credit
(861,334)
Deferred tax adjustments in respect of prior years
(45,971)
Losses surrendered for R&D tax credit
955,623
R&D tax credit deductions
(1,275,845)
Taxation credit
(924,116)
(1,174,871)
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
11
Intangible fixed assets
Group
Internally developed software
Patents & licences
Other development
Total
£
£
£
£
Cost
At 1 January 2023
190,819
41,679
232,498
Additions - internally developed
1,728,904
1,728,904
Additions - separately acquired
109,229
109,229
At 31 December 2023
1,728,904
300,048
41,679
2,070,631
Amortisation and impairment
At 1 January 2023
8,773
39,319
48,092
Amortisation charged for the year
35,833
13,476
2,360
51,669
At 31 December 2023
35,833
22,249
41,679
99,761
Carrying amount
At 31 December 2023
1,693,071
277,799
1,970,870
At 31 December 2022
182,046
2,360
184,406
Company
Internally developed software
Patents & licences
Other development
Total
£
£
£
£
Cost
At 1 January 2023
190,819
41,679
232,498
Additions - internally developed
1,728,904
1,728,904
Additions - separately acquired
109,229
109,229
At 31 December 2023
1,728,904
300,048
41,679
2,070,631
Amortisation and impairment
At 1 January 2023
8,773
39,319
48,092
Amortisation charged for the year
35,833
13,476
2,360
51,669
At 31 December 2023
35,833
22,249
41,679
99,761
Carrying amount
At 31 December 2023
1,693,071
277,799
1,970,870
At 31 December 2022
182,046
2,360
184,406
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
12
Tangible fixed assets
Group
Leasehold improvements
Furniture and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
145,897
46,239
1,147,338
1,339,474
Additions
178,371
94,612
272,983
At 31 December 2023
145,897
46,239
1,325,709
94,612
1,612,457
Depreciation and impairment
At 1 January 2023
64,912
28,899
572,813
666,624
Depreciation charged in the year
29,179
8,126
291,682
7,884
336,871
At 31 December 2023
94,091
37,025
864,495
7,884
1,003,495
Carrying amount
At 31 December 2023
51,806
9,214
461,214
86,728
608,962
At 31 December 2022
80,985
17,340
574,525
672,850
Company
Leasehold improvements
Furniture and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
145,897
46,239
1,147,338
1,339,474
Additions
114,127
94,612
208,739
At 31 December 2023
145,897
46,239
1,261,465
94,612
1,548,213
Depreciation and impairment
At 1 January 2023
64,912
28,899
572,813
666,624
Depreciation charged in the year
29,179
8,126
275,744
7,884
320,933
At 31 December 2023
94,091
37,025
848,557
7,884
987,557
Carrying amount
At 31 December 2023
51,806
9,214
412,908
86,728
560,656
At 31 December 2022
80,985
17,340
574,525
672,850
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
13
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,217,062
1,018,890
1,195,657
1,018,890
Corporation tax recoverable
878,458
1,175,987
878,458
1,175,987
Amounts owed by group undertakings
-
-
2,029,652
340,842
Other debtors
178,124
315,122
177,339
315,122
Prepayments and accrued income
316,203
232,160
300,563
232,160
2,589,847
2,742,159
4,581,669
3,083,001
14
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
16
10,000
10,000
10,000
10,000
Obligations under finance leases
17
10,267
10,267
Trade creditors
153,160
315,119
131,329
308,700
Other taxation and social security
219,718
197,937
219,714
197,937
Other creditors
73,165
153,639
50,462
152,467
Accruals and deferred income
2,317,688
1,324,038
2,074,358
1,269,191
2,783,998
2,000,733
2,496,130
1,938,295
15
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
16
13,887
24,166
13,887
24,166
Obligations under finance leases
17
76,976
76,976
90,863
24,166
90,863
24,166
16
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
23,887
34,166
23,887
34,166
Payable within one year
10,000
10,000
10,000
10,000
Payable after one year
13,887
24,166
13,887
24,166
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Loans and overdrafts
(Continued)
- 25 -
Bank loans comprise a loan obtained under the Government Sponsored Bounce Back Loan Scheme. The loan incurs interest at 2.5% and is unsecured. The company is repaying the loan in instalments with the final instalment due in May 2026.
17
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
15,374
15,374
In two to five years
91,547
91,547
106,921
-
106,921
-
Less: future finance charges
(19,678)
(19,678)
87,243
-
87,243
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis.
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
-
45,971
Liabilities
Liabilities
2023
2022
Company
£
£
Accelerated capital allowances
-
45,971
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
45,971
45,971
Credit to profit or loss
(45,971)
(45,971)
Asset at 31 December 2023
-
-
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
18
Deferred taxation
(Continued)
- 26 -
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
259,383
160,400
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
20
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
613,790
656,765
0.31
0.25
Granted
782,648
-
0.43
-
Forfeited
(95,905)
(42,975)
0.36
0.25
Outstanding at 31 December 2023
1,300,533
613,790
0.40
0.31
Exercisable at 31 December 2023
722,053
176,182
0.33
0.26
As at 31 December 2023 the company had granted options over 1,300,533 Ordinary shares as follows:
183,367 options with an exercise price of £0.01
86,604 options with an exercise price of £0.23
23,990 options with an exercise price of £0.30
547,411 options with an exercise price of £0.40
261,882 options with an exercise price of £0.54
197,279 options with an exercise price of $0.69 (£0.5416)
As at 31 December 2023, 722,056 options had vested and the remaining options are expected to be vested as follows;
179,558 by 31 December 2024
184,951 by 31 December 2025
170,776 by 31 December 2026
36,942 by 31 December 2027
6,250 by 31 December 2028
Group
Company
2023
2022
2023
2022
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
106,196
-
106,196
-
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 0.1p each
2,464,720
2,464,720
2,465
2,465
Seed Ordinary shares of 0.1p each
1,593,465
1,593,465
1,594
1,594
B1 Ordinary shares of 0.1p each
6,117,103
3,348,939
6,117
3,349
B2 Ordinary shares of 0.1p each
166,021
166,021
166
166
10,341,309
7,573,145
10,342
7,574
During the year, the company issued 2,768,164 B1 Ordinary shares for a total consideration of £8,000,000. After deduction of relevant costs, an amount of £7,957,158 was transferred to share premium reserve.
22
Operating lease commitments
Lessee
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
323,567
308,160
323,567
308,160
Between two and five years
280,781
604,348
280,781
604,348
604,348
912,508
604,348
912,508
23
Events after the reporting date
After the end of the year, the company issued a further 1,903,113 B1 Ordinary shares for a total consideration of £5,500,000.
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
24
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(7,831,654)
(7,376,806)
Adjustments for:
Taxation credited
(924,116)
(1,174,871)
Finance costs
10,353
57,893
Investment income
(20,023)
(17,171)
Amortisation and impairment of intangible assets
51,669
12,598
Depreciation and impairment of tangible fixed assets
336,871
212,771
Equity settled share based payment expense
106,196
-
Movements in working capital:
Decrease in stocks
-
23,050
Increase in debtors
(145,217)
(82,545)
Increase in creditors
772,998
214,770
Cash absorbed by operations
(7,642,923)
(8,130,311)
25
Cash absorbed by operations - company
2023
2022
£
£
Loss for the year after tax
(5,885,165)
(7,229,623)
Adjustments for:
Taxation credited
(924,429)
(1,175,903)
Finance costs
8,344
57,893
Investment income
(20,023)
(17,171)
Amortisation and impairment of intangible assets
51,669
12,598
Depreciation and impairment of tangible fixed assets
320,933
212,771
Equity settled share based payment expense
106,196
-
Movements in working capital:
Decrease in stocks
-
23,050
Increase in debtors
(1,796,197)
(423,387)
Increase in creditors
547,568
152,332
Cash absorbed by operations
(7,591,104)
(8,387,440)
FVRVS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
26
Analysis of changes in net funds - group
1 January 2023
Cash flows
New finance leases
Exchange rate movements
31 December 2023
£
£
£
£
£
Cash at bank and in hand
3,914,452
(531,805)
-
70,775
3,453,422
Borrowings excluding overdrafts
(34,166)
10,279
-
-
(23,887)
Obligations under finance leases
-
2,369
(89,612)
-
(87,243)
3,880,286
(519,157)
(89,612)
70,775
3,342,292
27
Analysis of changes in net funds - company
1 January 2023
Cash flows
New finance leases
31 December 2023
£
£
£
£
Cash at bank and in hand
3,663,735
(413,420)
-
3,250,315
Borrowings excluding overdrafts
(34,166)
10,279
-
(23,887)
Obligations under finance leases
-
2,369
(89,612)
(87,243)
3,629,569
(400,772)
(89,612)
3,139,185
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.100R A VincentW BrooksA MayD BurdonJ R BurgeM K 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