Company registration number 10431233 (England and Wales)
UBISECURE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
UBISECURE LIMITED
COMPANY INFORMATION
Directors
Mr Paul Tourret
Mr Steven Waite
Company number
10431233
Registered office
Unit L3/12
Vinters Business Park
New Cut Road
Maidstone
Kent
ME14 5NZ
Independent auditor
Cooper Parry Group Limited
Statutory Auditor
New Derwent House
69-73 Theobalds Road
London
WC1X 8TA
UBISECURE LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Balance sheet
8
Notes to the financial statements
9 - 15
UBISECURE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present their annual report and audited financial statements for the Year ended 31 December 2022.

Principal activities

The principal activity of the company was that of management services to its subsidiary, Ubisecure OY.

The macro-economic conditions have not improved in 2022, moving from the Covid pandemic to war in Ukraine. Due to the nature of the core business, IAM and online LEI Issuer, the Company was well positioned to continue to pursue growth during that time. Governments and businesses alike have had to change and adapt their business operations in order to cope with the security implications of the Ukraine invasion, which have subsequently had a positive impact on the digital identity and cybersecurity space where the Company currently operates in.

 

Directors

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

Mr Paul Tourret
Mr Steven Waite
Auditor

Cooper Parry Group Limited were appointed as auditors to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors’ responsibilities in respect of the financial statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A, and applicable law).

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:

The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.

UBISECURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditors are unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditors are aware of that information.

Small companies exemption

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

On behalf of the board
Mr Paul Tourret
Director
19 September 2024
UBISECURE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UBISECURE LIMITED
- 3 -
Opinion

We have audited the financial statements of Ubisecure Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of comprehensive income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Changes in Equity and the related notes, including a summary of 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:

 

Practice; and

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

 

 

 

 

UBISECURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UBISECURE LIMITED
- 4 -

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 the audit:

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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 set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

 

 

 

 

 

 

UBISECURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UBISECURE LIMITED
- 5 -
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.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

 

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

 

To address the risk of fraud through management bias and override of controls, we:

 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.

 

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

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’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

 

David Fotheringham
Senior Statutory Auditor
For and on behalf of Cooper Parry Group Limited
19 September 2024
Chartered Accountants
Statutory Auditor
New Derwent House
69-73 Theobalds Road
London
WC1X 8TA
UBISECURE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
As restated
Year
Year
ended
ended
31 December
31 December
2022
2021
Notes
£
£
Turnover
1,504,178
845,480
Cost of sales
(77,309)
(50,076)
Gross profit
1,426,869
795,404
Administrative expenses
(1,723,921)
(1,019,766)
Operating loss
(297,052)
(224,362)
Interest receivable and similar income
3
16,691
-
Interest payable and similar expenses
4
(22,110)
(12,445)
Loss before taxation
(302,471)
(236,807)
Tax on loss
-
0
-
0
Loss for the financial Year
(302,471)
(236,807)

There were no recognised gains and losses for 2022 or 2021 other than those included in the profit and loss account.

 

The accounting policies and notes on page 9 - 17 are an integral part of these financial statements.

UBISECURE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 8 -
2022
As restated 2021
Notes
£
£
£
£
Fixed assets
Tangible assets
5
12,618
14,665
Investments
6
11,437,567
11,437,567
11,450,185
11,452,232
Current assets
Debtors
7
636,937
291,722
Cash at bank and in hand
10,653
3,342
647,590
295,064
Creditors: amounts falling due within one year
8
(12,702,362)
(12,049,412)
Net current liabilities
(12,054,772)
(11,754,348)
Net liabilities
(604,587)
(302,116)
Capital and reserves
Called up share capital
9
100
100
Profit and loss reserves
(604,687)
(302,216)
Total equity
(604,587)
(302,116)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime, and in accordance with the provisions of FRS 102 Section 1A - small entities.

 

The accounting policies and notes on page 9 - 17 are an integral part of these financial statements.

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:
Mr Paul Tourret
Director
Company Registration No. 10431233
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
1
Accounting policies
Company information

Ubisecure Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit L3/12, Vinters Business Park, New Cut Road, Maidstone, Kent, ME14 5NZ.

1.1
Basis of preparation of financial statements

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 are for the year ended 31 December 2022 (2021: year ended 31 December 2021).

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Ubisecure Holdings Limited. These consolidated financial statements are available from its registered office at Unit L3/12 Vinters Business Park, New Cut Road, Maidstone,Kent, England, ME14 5NZ.

 

1.2
Going concern

Notwithstanding that the company has made a loss after taxation for the year of £302,471 and has net liabilities of £604,587, the financial statements have been prepared on a going concern basis. true

 

The directors have prepared projected cash flow information in excess of 12 months from the date of their approval of these financial statements. The detailed projections demonstrate that the wider group in which this company is included is forecast to remain cash positive and accordingly the directors believe the group has adequate resources to continue in operational existence for the period of at least 12 months from the date of the approval of these financial statements.

 

The directors believe that adequate funding has been obtained to ensure the can can meet its financial obligations for the foreseeable future. This has been supported by a letter of support from the parent company

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.

UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 10 -
1.3
Turnover and other income

The company's revenue stream is that of management services to its subsidiary. The Company also recognises revenue from transactions with external entities, when contracts relating to the provision of LEI and IAM services have been entered into on behalf of the group.

 

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for services provided, net of returns, discounts and rebates allowed by the company and value added taxes.

 

The Company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the buyer accepts delivery of the service; (c) the amount of revenue can be measured reliably; (d) it is probable that the future economic benefits will flow to the entity.

 

 

Interest income

Interest income is recognised in profit or loss using the effective interest method.

1.4
Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their

estimated useful lives, using the straight-line method.

Computers
5 years straight line

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

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
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.

UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 11 -
1.7
Financial instruments

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

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.8
Equity instruments

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

1.9
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.

1.10
Defined contribution pension plan

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

UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 12 -
1.11
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.12
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.

1.13

Finance Costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2
Employees

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

2022
2021
Number
Number
Total
28
17

The remuneration of the directors is paid by Ubisecure Holdings Limited, which makes no recharge to the company. It is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries. Accordingly, the above details include no remuneration in respect of the directors.

3
Interest receivable and similar income
2022
2021
£
£
Interest receivable from group companies
16,691
-
0
4
Interest (receivable)/payable and similar (income)/expenses
2022
2021
£
£
Interest payable to group undertakings
10,227
10,269
Other interest
11,883
2,176
22,110
12,445
UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
5
Tangible fixed assets
Computers
£
Cost
At 1 January 2022 and 31 December 2022
16,138
Depreciation and impairment
At 1 January 2022
1,473
Depreciation charged in the Year
2,047
At 31 December 2022
3,520
Carrying amount
At 31 December 2022
12,618
At 31 December 2021
14,665
6
Fixed asset investments
2022
2021
£
£
Investments in group undertakings
11,437,567
11,437,567
7
Debtors
As restated
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
6,707
639
Amounts owed by group undertakings
482,765
254,829
Other debtors
18,546
4,477
Prepayments and accrued income
128,919
31,777
636,937
291,722

Amounts due from Ubisecure OY of £204,329 (2021: £6,772) in respect of its trading balance with Ubisecure Limited and capital loans of £278,386 (2021:248,057) which are unsecured, carry a 5% interest rate and are repayable on demand and by no later than 30th August 2026. Amounts due from Rapidlei Limited in respect of intercompany loan is £50.

UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
8
Creditors: amounts falling due within one year
As restated
2022
2021
£
£
Trade creditors
394,380
78,573
Amounts owed to group undertakings
11,914,882
11,847,863
Taxation and social security
295,472
63,474
Other creditors
97,628
59,502
12,702,362
12,049,412

Amounts due to Ubisecure Holdings of £10,934,066 (2021:£11,096,767) are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

 

The amount due in respect of a loan from Ubisecure OY of £383,979 (2021: £386,865) are due for repayment on demand and at an interest rate of 3% per annum. There is also an amount due in respect of its trading balance with Ubisecure OY of £596,837 (2021: £364,231).

9
Called up share capital
2022
2021
£
£
Ordinary share capital
Issued and fully paid
100 (2021:100) Ordinary of £1 each
100
100
10
Operating lease commitments
Lessee

At December 2022 the company had future lease payments due under non-cancellable operating leases for each of the following periods:

2022
2021
£
£
Not later than one year
1,700
1,700
11
Related party transactions

The parent company has taken advantage of the exemptions under Section 33.1A of FRS102 and has not disclosed transactions with wholly owned members of the group.

 

12
Parent company

The immediate and ultimate parent company is Ubisecure Holdings Limited whose registered office is Unit L3/12 Vinters Business Park, New Cut Road, Maidstone, Kent, England ME14 5NZ. Ubisecure Holdings Limited prepares consolidated financial statements and these are available to the public and copies can be obtained from the registered office.

 

UBISECURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 15 -
13
Prior year restatement

Prior year comparatives have been reclassed. This does not affect profit for the year, however the balances are now more accurately presented for the users of the statements.

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