Company registration number 02108102 (England and Wales)
EMNUK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
EMNUK LIMITED
COMPANY INFORMATION
Director
L Rosato
(Appointed 12 September 2023)
Company number
02108102
Registered office
Cooper Road
Thornbury
Bristol
BS35 3UW
Auditors
UHY Hacker Young
14 Park Row
Nottingham
NG1 6GR
EMNUK LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 18
EMNUK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The director presents the strategic report for the year ended 31 December 2023.

Review of the business

The Company ceased trading in May 2022 when the trade and assets were transferred to Essilor Limited, part of EssilorLuxottica S.A. who is the ultimate controlling party.

Principal risks and uncertainties

The directors review and evaluate the risks that the Company is facing. Due to the company no longer trading the commercial risks are minimal. The principal risks facing the Company are legislative risks.

Future Developments

It is the intention to strike off the dormant entity of EMNUK Limited in 2025.

Legislative risks

The Company sits within a group of entities with similar risks. As such, any risks that would impact the Company are considered as part of a risk environment within the wider group.

 

The financial statements are not prepared on the going concern basis, as the company has ceased trading.

On behalf of the board

L Rosato
Director
24 September 2024
EMNUK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The director presents his annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company was the processing and distribution of opthalmic lenses and associated products in the United Kingdom. The company ceased trading during 2022 and so the principal activity of the company is now that of a dormant company.

Results and dividends

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

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

Director

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

L Rosato
(Appointed 12 September 2023)
F Ferrante
(Resigned 2 February 2024)
R Barberio
(Resigned 12 September 2023)
Auditor

UHY Hacker Young were appointed as auditor 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 director's responsibilities

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

 

The director is 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. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

EMNUK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Statement of disclosure to auditor

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

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
L Rosato
Director
24 September 2024
EMNUK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EMNUK LIMITED
- 4 -
Opinion

We have audited the financial statements of EMNUK Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We draw attention to Note 1 to the financial statements which explains that the company transferred all trade and assets in the prior year. Therefore, the financial statements have not been prepared under the going concern basis.

Our responsibilities and the responsibilities of the director 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 director is 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.

EMNUK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EMNUK LIMITED (CONTINUED)
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the director's 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 director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

EMNUK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EMNUK LIMITED (CONTINUED)
- 6 -

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance related to the acts of the Company, including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and reducing losses.

Audit procedures performed included, but were not limited to:

· making enquiries of management on whether they had knowledge of any actual, suspected or alleged fraud;

· assessment of fraud prevention and detection procedures within the company;

· evaluating whether journals posted gave indications of bias by the Directors;

· making enquiry of management regarding actual and potential litigation and claims, or any potential

breaches of laws and regulations.

There are inherent limitations in the audit procedures described above. In addition the further removed noncompliance is from the events and transactions reflected in the financial statements; the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

The prior period financial statements were audited by the predecessor auditor, Mazars LLP. The audit opinion was unmodified and the audit report was dated 29 September 2023.

Use of our report

This report is made solely to the company’s member 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 member, those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

EMNUK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF EMNUK LIMITED (CONTINUED)
- 7 -
James Simmonds (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
25 September 2024
Chartered Accountants
Statutory Auditor
14 Park Row
Nottingham
NG1 6GR
EMNUK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£000
£000
Turnover
2
-
7,839
Cost of sales
-
0
(5,186)
Gross profit
-
2,653
Distribution costs
-
0
(716)
Administrative expenses
-
0
(1,591)
Exceptional item
3
(63)
(6,346)
Operating loss
4
(63)
(6,000)
Interest receivable and similar income
8
-
3
Interest payable and similar expenses
9
-
(18)
Loss before taxation
(63)
(6,015)
Tax on loss
10
-
0
(980)
Loss and total comprehensive income for the financial year
(63)
(6,995)
EMNUK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£000
£000
£000
£000
Current assets
Debtors
11
-
52
Cash at bank and in hand
-
0
11
-
63
Net current assets
-
63
Net assets
-
63
Capital and reserves
Called up share capital
13
1
1
Profit and loss reserves
(1)
62
Total equity
-
63

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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:
L Rosato
Director
Company registration number 02108102 (England and Wales)
EMNUK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Profit and loss reserves
Total
£000
£000
£000
Balance at 1 January 2022
1
7,057
7,058
Year ended 31 December 2022:
Loss and total comprehensive income
-
(6,995)
(6,995)
Balance at 31 December 2022
1
62
63
Year ended 31 December 2023:
Loss and total comprehensive income
-
(63)
(63)
Balance at 31 December 2023
1
(1)
-
0
EMNUK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information

EMNUK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cooper Road, Thornbury, Bristol, BS35 3UW. The company's principal activities and nature of its operations are disclosed in the director's report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 £000.

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

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

EMNUK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.2
Going concern

During the prior year, the trade and assets of the company have been transferred. true

 

This means that EMNUK Limited is no longer a going concern.

 

It is the intention of the director that EMNUK Limited will be dissolved by the end of 2025.

 

This means that EMNUK Limited is no longer a going concern and the accounts have been prepared on that basis.

1.3
Turnover

Turnover is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The company recognises revenue when it transfers control of a product or service to a customer.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

1.4
Cash at bank and in hand

Cash and cash equivalents 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.

1.5
Financial assets

Financial assets are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

EMNUK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

1.6
Equity instruments

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

1.7
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

EMNUK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
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 inventories 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.

1.9
Retirement benefits

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

2
Turnover

Turnover in the previous year represented the amounts derived from the provision of goods and services which fall within the company's ordinary activities, stated net of value added tax. The turnover and pre-tax profit is entirely attributable to this activity, being the processing and distribution of ophthalmic lenses and associated products.

2023
2022
£000
£000
Turnover analysed by geographical market
United Kingdom
-
7,740
Europe and Rest of the World
-
99
-
7,839
EMNUK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
3
Exceptional items
2023
2022
£000
£000
Expenditure
Waiver of intercompany loan payable
63
6,346

The net book value of the trade and assets of EMNUK Limited were sold to Essilor Ltd in the previous year which created an intercompany loan. This loan balance was waived by EMNUK Limited on 6th December 2022, resulting in a loss recognised in the profit and loss in the previous year of £6,346k. The current year item noted above of £63k was an adjustment in relation to this intercompany loan write off.

4
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£000
£000
Exchange gains
-
(5)
Defined contribution pension cost
-
41
Depreciation of tangible fixed assets
-
58
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
-
17

The 2023 audit remuneration will be charged to a related group company.

6
Employees

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

2023
2022
Number
Number
Administration
-
95
Production
-
29
Total
-
0
124
EMNUK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 16 -

Their aggregate remuneration comprised:

2023
2022
£000
£000
Wages and salaries
-
0
1,070
Social security costs
-
124
Pension costs
-
0
41
-
0
1,235
7
Director's remuneration

During the current and previous year, no director received any emoluments. The directors were remunerated by another group company.

8
Interest receivable and similar income
2023
2022
£000
£000
Interest income
Interest receivable from group companies
-
0
3
9
Interest payable and similar expenses
2023
2022
£000
£000
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
17
Interest on other loans
-
0
1
-
18
10
Taxation
2023
2022
£000
£000
Deferred tax
Origination and reversal of temporary differences
-
0
421
Adjustment in respect of prior periods
-
0
559
-
0
980
EMNUK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
(Continued)
- 17 -

The total tax charge for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 25% (2022: 19%). The rate used in these accounts is due to the main rate of Corporation Tax having increased from 19% to 25% from 1 April 2023. The differences are explained below:

The charge for the year can be reconciled to the loss per the profit and loss account as follows:

2023
2022
£000
£000
Loss before taxation
(63)
(6,015)
Expected tax credit based on a corporation tax rate of 25.00% (2022: 19.00%)
(16)
(1,143)
Effect of expenses not deductible in determining taxable profit
16
1,228
Adjustment in respect of prior years
-
0
559
Group relief
-
0
20
Share relief
-
(43)
Write off a deferred tax asset
-
412
Effect of change in tax rate
-
(53)
Taxation charge for the year
-
980
11
Debtors
2023
2022
£000
£000
Amounts owed by group undertakings
-
0
51
Other debtors
-
1
-
52
12
Retirement benefit schemes
2023
2022
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
-
41

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

EMNUK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
13
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary of £1 each
1,000
1,000
1
1
14
Related party transactions

The company is a wholly owned subsidiary of EssilorLuxottica S.A. and has taken advantage of the exemption conferred by the Financial Reporting Standards FRS 101 Reduced Disclosure Framework (FRS 101) not to disclose transactions with EssilorLuxottica S.A. or its wholly owned subsidiaries.

15
Controlling party

The company's immediate parent is the Trifle Holdings Limited, a company incorporated in the United Kingdom.

 

The company's ultimate parent is EssilorLuxottica S.A., a French company quoted on the Paris Stock Exchange. Copies of the financial statements of EssilorLuxottica S.A., which is the largest group undertaking the entity is included within, can be obtained from their head office at 147 Rue de Paris, 94227 Charenton Cedex, France.

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