Company registration number 13570081 (England and Wales)
CARLO TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
CARLO TOPCO LIMITED
COMPANY INFORMATION
Directors
A Hindocha
C Ball
M Freeman
B Patel
(Appointed 20 February 2023)
Company number
13570081
Registered office
Five Kings House
Queens Street Place
London
EC4R 1QS
Auditor
FMCB
3rd Floor Hathaway House
Popes Drive
Finchley
London
N3 1QF
Business address
Five Kings House
Queen Street Place
London
EC4R 1QS
CARLO TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Company statement of cash flows
17
Notes to the financial statements
18 - 32
CARLO TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Business rewiew

Masterfix GB Limited (the company), trading since 2009, specialises in delivering exceptional property care to owners, occupiers and managers of a diverse range of residential and commercial properties.

 

Driven to provide the highest service quality, the company delivers property maintenance and allied services to three key market sectors, retail & hospitality, residential & commercial and insurance reinstatement works specifically to the insurance market. All three have long term growth potential with a high incidence of repeat revenues.

The last financial year saw overall revenues fall slightly to £15,890,421 with Insurance Services accounting for 46% of revenue, Building Services 28% and Technical Services 26%.

 

Cost pressure from clients that became prevalent in the latter part of 2022 continued throughout 2023 and to present time.

 

Despite the changes in market conditions, we continued with our investment in underpinning the structure within the business and expanding the range of services that we offer :-

Notable developments :-

 

Overall and despite the hardening market conditions, the directors remain satisfied with the performance of the company for the year ended 31 December 2023 and optimistic for growth during 2024.

 

Principal risks and uncertainties

 

Strengths

Weaknesses

CARLO TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

 

Opportunities

Threats

 

Future Developments

 

Business Performance- 2024 Objectives

 

The company’s financial plan for the forthcoming year predicts a sales increase of around 10%. The company’s strategy for business growth is set out below.

 

Insurance Reinstatement works - Insurance will be a key growth area for the company and further enhanced by extending our offering to include drying and remediation alongside leak detection services.

 

Residential Sector - An on-going focus on Technical Services with a specific focus on the company's Mechanical & Electrical Services.

The Growth of Intelligent Homes offering following the successful acquisition of MDFX Limited.

Strategic appointments - The directors have identified that a number of key appointments are critical to the continued success and growth of the company.


Sustainability -
We recognize the need to change by making sustainability an integral part of our behavior, our service delivery and the advice we give.


In 2023, we engaged with Grain Sustainability Consultancy who, having completed our materiality assessment and benchmarking, will continue to support us in developing our sustainability strategy with associated goals, targets, and KPIs.


Acquisition Strategy update - With the full support of our investor we will continue to identify and secure acquisition targets that will complement our organic growth. As stated, it is our intention to acquire a company that offers Fire & Security Services, as well as companies who are involved in Building Efficiency.

Growth Strategy

Broadly this is consistent with our Growth strategy formulated in 2021 but with the very specific objective to increase our activity in the Insurance & Residential Sectors, dilute activity in the retail and hospitality sectors and extend our Fire & Security Offering.

 

CARLO TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Future developments (continued)

 

Financial instruments

 

The company considers the company has a normal level of exposure to liquidity and interest rate risk arising from its trading activities.

 

Credit risk

At 31 December 2023 the company had a bank loan of £777,778 repayable over a six year term at 5.75% over base rate. The above loan was advanced in September 2022. It is due for repayment in August 2028 by way of equal monthly instalments.

 

Liquidity

The company has credit facilities with its bankers that enables it to draw funds against unpaid sales invoices, this facility is available should the company require short term liquidity.

 

Cash flow

The company generated in the year to 31 December 2023 £635,237 from its operations, after deducting additions to tangible fixed assets of £75,443. Cash balances increased by £90,957 from £107,782 to £198,739.

 

Group

At 31 December 2023 included in debtors is £1,871,472 due from Carlo Bidco Limited. This balance arise from Carlo Bidco Limited's purchase of shares in Masterfix GB Limited and the payment of interest on redeemable loan notes used by Carlo Bidco Limited to purchase the shares. The company is responsible for the continued financial support of Carlo Bidco Limited.

Vision and Value statement

The company's vision is to become a household name in the residential and commercial property management sectors, delivering exceptional building maintenance services all in support of long-term client relationships built on trust and reliability.

We aim to deliver on our promise of exceptional property care to residential and commercial clients who choose best value over lowest cost. The company does this through carefully selected engineers and service partners whose communication skills and service principles match their technical excellence.

The company will continue to reinforce its key values, considered critical in promoting its ethos of “Exceptional Property Care”.

•    Safety – the safety of clients, the public and employees will not be compromised.

•    Quality – all work will be delivered to the highest possible appropriate standards.

•    Reliability & Punctuality – the company's entire team will strive to deliver, on time every time.

•    Communication – the company will actively promote timely and effective service led information.

•    Honesty & Fairness – maintaining trust through total service cost transparency.

•    Value for Money – the company will establish a demonstrable link between service and cost.

•    Courtesy – the company will at all times be respectful and thoughtful in all of our dealings.

•    The Environment – the company will comply fully with all regulations and codes of practice.

•    Professional Advice – the company will offer professional advice, not personal opinion.

CARLO TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

On behalf of the board

C Ball
Director
24 September 2024
CARLO TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

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 parent undertaking and of the group, the provision of property maintenance services.

Results and dividends

The results for the year are set out on page 10.

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

Directors

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

A Hindocha
C Ball
M Freeman
J Peers
(Resigned 16 February 2023)
B Patel
(Appointed 20 February 2023)
Auditor

FMCB 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:

 

 

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.

Strategic report

Ttruehe group 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. It has done so in respect of financial instruments and future developments.

CARLO TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
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
C Ball
B Patel
Director
Director
24 September 2024
CARLO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CARLO TOPCO LIMITED
- 7 -
Opinion

We have audited the financial statements of Carlo Topco 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:

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:

CARLO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CARLO TOPCO LIMITED
- 8 -
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.

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.

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered information including the following:

 

CARLO TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CARLO TOPCO LIMITED
- 9 -

As a result of considering the above we use audit procedures to respond to any potential risks. Procedures used include the following:

 

 

In addition to the above procedures the engagement team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

 

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.

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.

Gavin Zeiderman BA(Hons) FCA
For and on behalf of
25 September 2024
FMCB
Chartered Accountants
Statutory Auditor
3rd Floor Hathaway House
Popes Drive
Finchley
London
N3 1QF
CARLO TOPCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
Turnover
3
15,890,420
16,223,253
Cost of sales
(10,610,185)
(11,003,039)
Gross profit
5,280,235
5,220,214
Administrative expenses
(5,506,098)
(5,086,646)
Operating (loss)/profit
4
(225,863)
133,568
Interest receivable and similar income
8
1,169
4
Interest payable and similar expenses
9
(601,193)
(497,107)
Amounts written off investments
10
-
(1)
Loss before taxation
(825,887)
(363,536)
Tax on loss
11
763
(65,087)
Loss for the financial year
25
(825,124)
(428,623)
Loss for the financial year is all attributable to the owners of the parent company.
CARLO TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
£
£
Loss for the year
(825,124)
(428,623)
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
(825,124)
(428,623)
Total comprehensive income for the year is all attributable to the owners of the parent company.
CARLO TOPCO LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
12
3,419,180
3,867,400
Tangible assets
13
136,364
141,072
3,555,544
4,008,472
Current assets
Stocks
16
337,014
513,440
Debtors
17
4,059,801
4,320,924
Cash at bank and in hand
198,739
107,782
4,595,554
4,942,146
Creditors: amounts falling due within one year
18
(3,957,631)
(3,714,895)
Net current assets
637,923
1,227,251
Total assets less current liabilities
4,193,467
5,235,723
Creditors: amounts falling due after more than one year
19
(4,972,964)
(5,174,631)
Provisions for liabilities
Deferred tax liability
21
25,308
26,071
(25,308)
(26,071)
Net (liabilities)/assets
(804,805)
35,021
Capital and reserves
Called up share capital
23
5,817
5,817
Share premium account
24
575,853
575,853
Profit and loss reserves
25
(1,386,475)
(546,649)
Total equity
(804,805)
35,021
The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
24 September 2024
C Ball
B Patel
Director
Director
Company registration number 13570081 (England and Wales)
CARLO TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
14
1
1
Current assets
Debtors
17
539,976
564,301
Creditors: amounts falling due within one year
18
(6,500)
(6,528)
Net current assets
533,476
557,773
Net assets
533,477
557,774
Capital and reserves
Called up share capital
23
5,817
5,817
Share premium account
24
575,853
575,853
Profit and loss reserves
25
(48,193)
(23,896)
Total equity
533,477
557,774

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 £9,595 (2022 - £7,000 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 24 September 2024 and are signed on its behalf by:
24 September 2024
C Ball
B Patel
Director
Director
Company registration number 13570081 (England and Wales)
CARLO TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
5,670
561,298
(106,130)
460,838
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(428,623)
(428,623)
Issue of share capital
23
147
14,555
-
14,702
Own shares acquired
-
-
(11,896)
(11,896)
Balance at 31 December 2022
5,817
575,853
(546,649)
35,021
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(825,124)
(825,124)
Own shares acquired
-
-
(14,702)
(14,702)
Balance at 31 December 2023
5,817
575,853
(1,386,475)
(804,805)
CARLO TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2022
5,670
561,298
(5,000)
561,968
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(7,000)
(7,000)
Issue of share capital
23
147
14,555
-
14,702
Own shares acquired
-
-
(11,896)
(11,896)
Balance at 31 December 2022
5,817
575,853
(23,896)
557,774
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
(9,595)
(9,595)
Own shares acquired
-
-
(14,702)
(14,702)
Balance at 31 December 2023
5,817
575,853
(48,193)
533,477
CARLO TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
1,106,038
881,640
Interest paid
(601,193)
(497,107)
Income taxes paid
(84,829)
(115,665)
Net cash inflow from operating activities
420,016
268,868
Investing activities
Purchase of tangible fixed assets
(84,177)
(75,443)
Proceeds from disposal of subsidiaries, net of cash disposed
-
(1)
Interest received
1,169
4
Net cash used in investing activities
(83,008)
(75,440)
Financing activities
Proceeds from issue of shares
3,249
11,926
Purchase of treasury shares
(14,702)
(11,896)
Repayment of borrowings
(67,931)
(105,141)
Repayment of bank loans
(166,667)
(22,222)
Net cash used in financing activities
(246,051)
(127,333)
Net increase in cash and cash equivalents
90,957
66,095
Cash and cash equivalents at beginning of year
107,782
41,687
Cash and cash equivalents at end of year
198,739
107,782
CARLO TOPCO LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
29
11,453
(30)
Financing activities
Proceeds from issue of shares
3,249
11,926
Purchase of treasury shares
(14,702)
(11,896)
Net cash (used in)/generated from financing activities
(11,453)
30
Net increase in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0
CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
1
Accounting policies
Company information

Carlo Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Five Kings House, Queens Street Place, London, EC4A 1QS.

 

The group consists of Carlo 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 sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

1.2
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. Investments in subsidiaries are accounted for at cost less impairment.

 

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Carlo 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 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 measured at the fair value of the consideration received or receivable and represents amounts for services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Revenue from the provision of services is recognised when those services have been performed.

CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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.

 

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:

Branding
33.34% 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:

Fixtures and fittings
33.34% Straight line
Computers
33.34% Straight line
1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries 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 a material impairment loss arises then it is recognised in the profit and loss account or against the revaluation reserve if the asset has been revalued.

 

1.11
Stocks

Stocks are stated at the lower of cost and net realisable value after making due allowance for impairment losses on obsolete and slow moving items. Impairment losses are recognised in profit or loss.

 

CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
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.

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 balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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

Financial assets include debtors, cash and bank balances. Debtors, cash and bank balances which are basic financial assets are measured at transaction price less any impairment. Financial assets are assessed for indicators of impairment at each reporting end date. Any changes in value are recognised in the profit or loss. account.

Basic financial liabilities

Financial liabilities includes creditors, bank loans and borrowings. creditors, bank loans and borrowings which are basic financial liabilities are measured at transaction price. Any changes in value are recognised in the profit or loss account.

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. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

 

1.16
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.

 

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.

CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.17
Retirement benefits

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

 

1.18
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 leased asset are consumed.

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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Estimation of useful life

The charge for depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the profit and loss account. The useful lives and residual values of the assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life. Depreciation charged in the year was £88,885 (2022: £114,676).

Unrecorded costs

Cost of sales includes accruals for unrecorded costs. These are determined by management who review each project. Accruals are based upon contract income, value of work done and expected gross profit margins. Accruals includes £375,167 (2022: £321,710) for unrecorded costs.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Building Services
4,516,678
5,625,188
Insurance Services
7,231,802
6,376,049
Technical Services
4,141,940
4,222,016
15,890,420
16,223,253
CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 22 -
2023
2022
£
£
Turnover analysed by geographical market
London and the surrounding area
14,162,536
15,131,979
Scotland
1,727,884
1,091,274
15,890,420
16,223,253
2023
2022
£
£
Other revenue
Interest income
1,169
4
4
Operating (loss)/profit
2023
2022
£
£
Operating (loss)/profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
88,885
114,676
Amortisation of intangible assets
448,220
448,955
Operating lease charges
243,639
204,656
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
9,332
7,000
Audit of the financial statements of the company's subsidiaries
38,160
36,500
47,492
43,500
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
Engineers
47
49
-
-
Office
74
73
4
5
Total
121
122
4
5
CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 23 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
5,017,830
5,000,343
-
0
-
0
Social security costs
547,865
568,550
-
-
Pension costs
106,629
99,594
-
0
-
0
5,672,324
5,668,487
-
0
-
0
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
427,248
434,063
Company pension contributions to defined contribution schemes
8,826
9,752
436,074
443,815
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2022 - 4)
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
158,852
164,600
Company pension contributions to defined contribution schemes
4,339
4,565
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
1,169
4
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
1,169
4
CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
90,227
76,789
Interest on invoice finance arrangements
115,902
-
0
Other interest on financial liabilities
392,920
420,318
599,049
497,107
Other finance costs:
Other interest
2,144
-
Total finance costs
601,193
497,107
10
Amounts written off investments
2023
2022
£
£
Other gains and losses
-
(1)
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
84,829
Adjustments in respect of prior periods
-
0
(12,309)
Total current tax
-
0
72,520
Deferred tax
Origination and reversal of timing differences
(763)
(7,433)
Total tax (credit)/charge
(763)
65,087
CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Taxation
(Continued)
- 25 -

The actual (credit)/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
(825,887)
(363,536)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(156,919)
(69,072)
Tax effect of expenses that are not deductible in determining taxable profit
48,190
63,246
Unutilised tax losses carried forward
24,261
-
0
Effect of change in corporation tax rate
(1,801)
-
Permanent capital allowances in excess of depreciation
344
5,354
Amortisation on assets not qualifying for tax allowances
85,162
85,301
Under/(over) provided in prior years
-
0
(12,309)
Deferred tax adjustments in respect of prior years
-
0
(7,433)
Taxation (credit)/charge
(763)
65,087
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
4,482,202
Amortisation and impairment
At 1 January 2023
614,802
Amortisation charged for the year
448,220
At 31 December 2023
1,063,022
Carrying amount
At 31 December 2023
3,419,180
At 31 December 2022
3,867,400
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
13
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2023
101,716
184,368
286,084
Additions
10,057
74,120
84,177
At 31 December 2023
111,773
258,488
370,261
Depreciation and impairment
At 1 January 2023
42,799
102,213
145,012
Depreciation charged in the year
31,103
57,782
88,885
At 31 December 2023
73,902
159,995
233,897
Carrying amount
At 31 December 2023
37,871
98,493
136,364
At 31 December 2022
58,917
82,155
141,072
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
1
Carrying amount
At 31 December 2023
1
At 31 December 2022
1
15
Subsidiaries

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

CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Subsidiaries
(Continued)
- 27 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Carlo Bidco Limited
Five Kings House, Queens Street Place, London, EC4R 1QS
Ordinary shares
100.00
Masterifx GB Limited
Five Kings House, Queens Street Place, London, EC4R 1QS
Ordinary shares
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Carlo Bidco Limited
(952,393)
(401,418)
Masterifx GB Limited
2,509,316
34,110

Master Facilities Management Limited was dissolved on 16 August 2022.

16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
49,425
52,329
-
-
Work in progress
287,589
461,111
-
-
337,014
513,440
-
-
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,599,280
3,725,081
-
0
-
0
Unpaid share capital
-
0
3,249
-
0
3,249
Amounts owed by group undertakings
-
-
539,976
561,052
Other debtors
43,461
47,719
-
0
-
0
Prepayments and accrued income
417,060
544,875
-
0
-
0
4,059,801
4,320,924
539,976
564,301
CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
20
166,667
166,667
-
0
-
0
Other borrowings
20
-
0
32,931
-
0
-
0
Trade creditors
603,492
721,584
-
0
-
0
Corporation tax payable
-
0
84,829
-
0
-
0
Other taxation and social security
486,905
621,015
-
-
Other creditors
1,673,907
1,351,499
-
0
-
0
Accruals and deferred income
1,026,660
736,370
6,500
6,528
3,957,631
3,714,895
6,500
6,528

Amounts falling due within one year include £1,781,577 (2022:£1,501,343) secured over the assets of the company.

19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
20
611,111
777,778
-
0
-
0
Other borrowings
20
4,361,853
4,396,853
-
0
-
0
4,972,964
5,174,631
-
-
20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
777,778
944,445
-
0
-
0
Loans from related parties
4,361,853
4,396,853
-
0
-
0
Other loans
-
0
32,931
-
0
-
0
5,139,631
5,374,229
-
-
Payable within one year
166,667
199,598
-
0
-
0
Payable after one year
4,972,964
5,174,631
-
0
-
0

Loans of £1,922,800 are owed to Coniston I LP and are secured by a fixed and floating charges over the assets of the company.

CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Loans and overdrafts
(Continued)
- 29 -

The bank loan was advanced in September 2022. It is due for repayment in August 2028 by way of equal monthly instalments. Interest is charged at 5.75% over base rate.

 

Loans from related parties include the following:

The loan note holders are shareholders in the company's parent undertaking, Carlo Topco Limited.

21
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
25,308
26,071
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
26,071
-
Credit to profit or loss
(763)
-
Liability at 31 December 2023
25,308
-
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
106,629
99,594

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.

CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
282,000
282,000
2,820
2,820
B Ordinary shares of 1p each
287,798
287,798
2,878
2,878
C Ordinary shares of 1p each
11,872
11,872
119
119
581,670
581,670
5,817
5,817

The A Shares, B Shares and C Shares have the rights and restrictions set out below.

 

The A and C Shares were issued for cash. The B Shares were issued in exchange for redeemable loan notes in Carlo Bidco Limited.

24
Share premium account
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
575,853
561,298
575,853
561,298
Issue of new shares
-
14,555
-
14,555
At the end of the year
575,853
575,853
575,853
575,853
25
Profit and loss reserves
Group
Company
2023
2022
2023
2022
£
£
£
£
At the beginning of the year
(546,649)
(106,130)
(23,896)
(5,000)
Loss for the year
(825,124)
(428,623)
(9,595)
(7,000)
Own shares acquired
(14,702)
(11,896)
(14,702)
(11,896)
At the end of the year
(1,386,475)
(546,649)
(48,193)
(23,896)
CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
26
Financial commitments, guarantees and contingent liabilities

Coniston I LP is a shareholder in Carlo Topco Limited, the company's parent undertaking. There are debentures and guarantees registered at Companies House in favour of Coniston I LP for the company and its subsidiaries. Coniston I LP has a fixed and floating charge over the assets of the company and the group. There is also a debenture and guarantee registered at Companies House in favour of Arbuthnot Commercial Asset Based Lending Limited has a fixed and floating charge over the assets of the company.

27
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
475,115
162,845
-
-
Between two and five years
529,201
116,364
-
-
1,004,316
279,209
-
-
28
Cash generated from group operations
2023
2022
£
£
Loss for the year after tax
(825,124)
(428,623)
Adjustments for:
Taxation (credited)/charged
(763)
65,087
Finance costs
601,193
497,107
Investment income
(1,169)
(4)
Amortisation and impairment of intangible assets
448,220
448,955
Depreciation and impairment of tangible fixed assets
88,885
114,676
Other gains and losses
-
1
Movements in working capital:
Decrease/(increase) in stocks
176,426
(42,247)
Decrease/(increase) in debtors
257,874
(1,120,583)
Increase in creditors
360,496
1,347,271
Cash generated from operations
1,106,038
881,640
CARLO TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
29
Cash generated from/(absorbed by) operations - company
2023
2022
£
£
Loss for the year after tax
(9,595)
(7,000)
Movements in working capital:
Decrease in debtors
21,076
5,442
(Decrease)/increase in creditors
(28)
1,528
Cash generated from/(absorbed by) operations
11,453
(30)
30
Analysis of changes in net debt - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
107,782
90,957
198,739
Borrowings excluding overdrafts
(5,374,229)
234,598
(5,139,631)
(5,266,447)
325,555
(4,940,892)

Borrowings of £5,139,631 are comprised of the following:

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