Company registration number 14011937 (England and Wales)
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Tavistock House South
Tavistock Square
Rayner Essex LLP
London
Chartered Accountants
WC1H 9LG
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
COMPANY INFORMATION
Director
Mr O T Henen-Webber
Company number
14011937
Registered office
42-44 Great Titchfield Street
London
W1W 7PY
Auditor
Rayner Essex LLP
Tavistock House South
Tavistock Square
London
WC1H 9LG
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 27
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
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 was incorporated on 30 March 2022 and commenced trading on 1 June 2022.

 

The business model consisted of long term contracts with ferry companies, supplemented with shorter term seasonal contracts for cruise vessels. In addition to the contract tonnage, spot volume was also booked throughout the period. Three ships were used for bunkering and a fourth ship was taken on to run spot cargoes (transport moves) in the small tanker market space. 

 

2023 saw WeRefuel expand its business activities into third party transport movements as a means to diversify the business and look to build on the profitable moves in 2022. Unfortunately running one vessel alone on these movements did not offer enough flexibility to take full advantage and optimise movements. As a result the model was unsuccessful and resulted in a loss making model. Due to the period of commitments this was for the full duration of 2023.

 

Although the net result was a loss for the business, bunkering remains the core successful operation of the business and was a profitable segment during 2023. As part of the business strategy focus has been re aligned to purely bunkering and a more efficient and streamlined operation has been conducted into 2024.

During the year the company incorporated a wholly owned subsidiary, We Refuel BV. Subsequently, to maintain specific focus on the different types of business, the bunkering business was transferred to We Refuel BV with the transportation trading remaining in We Refuel Ltd.

Principal risks and uncertainties

Financial risk management

The company uses financial instruments comprising bank facilities, loans from related companies and cash, together with various items such as trade debtors and trade creditors that arise directly from its operations.

 

Liquidity risk

The company manages liquidity risk by a combination of controls such as monitoring gearing levels and ensuring facilities are readily available for future use.

 

Currency risk

The company operates in overseas markets and trades in various currencies. As a result the company is susceptible to currency fluctuations. However, they maintain currency bank accounts to minimise currency fluctuation implications.

Key performance indicators

The directors use a number of measures, both financial and non-financial to monitor and benchmark the performance of the company. They regard the following as key financial indicators of performance:

 

Gross profit - measuring the profits generated by the company's operations on a job by job basis.

 

The key non-financial indicators are associated with the company's ability to maintain its existing customer base and to win new contracts.

On behalf of the board

Mr O T Henen-Webber
Director
30 September 2024
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
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 group continued to be that of the sale and transportation of fuels, ores, metals and industrial chemicals.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to $2,123,439. The director does not recommend payment of a further dividend.

Director

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

Mr O T Henen-Webber
Mr L S M Braams
(Deceased 2 September 2024)
Auditor

In accordance with the company's articles, a resolution proposing that Rayner Essex LLP be reappointed as auditor of the group 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 group and company, and of the profit or loss of the group 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 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. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

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

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Medium-sized companies exemption

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

On behalf of the board
Mr O T Henen-Webber
Director
30 September 2024
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
- 4 -
Opinion

We have audited the financial statements of We Refuel Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group 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 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 director's 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 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.

Opinions on other matters prescribed by the Companies Act 2006

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

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the 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 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 director either intends to liquidate the parent 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.

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.

The extent to which the audit was considered capable of detecting irregularities including fraud

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 REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
- 6 -

We assessed the susceptibility of the group'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 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.

Simon Essex FCA (Senior Statutory Auditor)
For and on behalf of Rayner Essex LLP
30 September 2024
Chartered Accountants
Statutory Auditor
Tavistock House South
Tavistock Square
London
WC1H 9LG
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
Year
Period
ended
ended
31 December
31 December
2023
2022
Notes
$
$
Turnover
3
127,343,052
131,346,982
Cost of sales
(125,833,887)
(124,816,443)
Gross profit
1,509,165
6,530,539
Administrative expenses
(2,341,231)
(1,298,186)
Operating (loss)/profit
4
(832,066)
5,232,353
Interest receivable and similar income
7
11,163
-
0
(Loss)/profit before taxation
(820,903)
5,232,353
Tax on (loss)/profit
8
149,231
(985,476)
(Loss)/profit for the financial year
(671,672)
4,246,877
Total comprehensive income for the year is all attributable to the owners of the parent company.

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

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
$
$
$
$
Fixed assets
Tangible assets
10
119,572
87,177
Current assets
Stocks
13
2,731,940
1,152,557
Debtors
14
8,459,523
13,948,534
Cash at bank and in hand
1,345,364
771,800
12,536,827
15,872,891
Creditors: amounts falling due within one year
15
(10,321,858)
(11,712,947)
Net current assets
2,214,969
4,159,944
Total assets less current liabilities
2,334,541
4,247,121
Creditors: amounts falling due after more than one year
16
(882,531)
-
Net assets
1,452,010
4,247,121
Capital and reserves
Called up share capital
19
244
244
Profit and loss reserves
1,451,766
4,246,877
Total equity
1,452,010
4,247,121

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

The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
30 September 2024
Mr O T Henen-Webber
Director
Company registration number 14011937 (England and Wales)
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
$
$
$
$
Fixed assets
Tangible assets
10
119,572
87,177
Investments
11
105
-
0
119,677
87,177
Current assets
Stocks
13
-
1,152,557
Debtors
14
1,825,277
13,948,534
Cash at bank and in hand
1,345,364
771,800
3,170,641
15,872,891
Creditors: amounts falling due within one year
15
(2,298,810)
(11,712,947)
Net current assets
871,831
4,159,944
Net assets
991,508
4,247,121
Capital and reserves
Called up share capital
19
244
244
Profit and loss reserves
991,264
4,246,877
Total equity
991,508
4,247,121

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 $1,132,174 (2022 - $4,246,877 profit).

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 30 September 2024 and are signed on its behalf by:
30 September 2024
Mr O T Henen-Webber
Director
Company registration number 14011937 (England and Wales)
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Profit and loss reserves
Total
Notes
$
$
$
Balance at 1 April 2022
-
0
-
0
-
Period ended 31 December 2022:
Profit and total comprehensive income
-
4,246,877
4,246,877
Issue of share capital
19
244
-
244
Balance at 31 December 2022
244
4,246,877
4,247,121
Year ended 31 December 2023:
Loss and total comprehensive income
-
(671,672)
(671,672)
Dividends
9
-
(2,123,439)
(2,123,439)
Balance at 31 December 2023
244
1,451,766
1,452,010
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
Notes
$
$
$
Balance at 1 April 2022
-
0
-
0
-
Period ended 31 December 2022:
Profit and total comprehensive income for the period
-
4,246,877
4,246,877
Issue of share capital
19
244
-
244
Balance at 31 December 2022
244
4,246,877
4,247,121
Year ended 31 December 2023:
Profit and total comprehensive income
-
(1,132,174)
(1,132,174)
Dividends
9
-
(2,123,439)
(2,123,439)
Balance at 31 December 2023
244
991,264
991,508
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
Notes
$
$
$
$
Cash flows from operating activities
Cash generated from operations
23
2,890,389
873,882
Income taxes paid
(985,476)
-
0
Net cash inflow from operating activities
1,904,913
873,882
Investing activities
Purchase of tangible fixed assets
(101,692)
(102,082)
Interest received
11,163
-
0
Net cash used in investing activities
(90,529)
(102,082)
Financing activities
Proceeds from borrowings
882,531
-
Dividends paid to equity shareholders
(2,123,439)
-
0
Net cash used in financing activities
(1,240,908)
-
Net increase in cash and cash equivalents
573,476
771,800
Cash and cash equivalents at beginning of year
771,800
-
0
Cash and cash equivalents at end of year
1,345,276
771,800
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

We Refuel Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 42-44 Great Titchfield Street, London, W1W 7PY.

 

The group consists of We Refuel Ltd and all of its subsidiaries.

1.1
Reporting period

The reporting period for the prior period was the first set of accounts and covered the period 1 June 2022 to 31 December 2022. Therefore, comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

1.2
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 functional currency of the company is US Dollars and the accounts submitted to Companies House are in US Dollars. The financial statements have been translated into sterling for the submission of the corporation tax computation. 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.

The 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 for parent company information presented within the consolidated financial statements:

 

1.3
Business combinations

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

 

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

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company We Refuel Ltd 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.

1.5
Going concern

These financial statements are prepared on a going concern basis. As at 31 December 2023, the Group generated a net loss of $671,672. The Directors have a reasonable expectation that the Group will continue in operational existence for the foreseeable future.

During the year, the Directors prepared forecasts and projections supporting the company’s ability to continue trading. They considered key risks and sensitivities to the FY24 budget and assessed their possible impact on cash flows.

The forecasts and projections that have been prepared include a base forecast as well as sensitised downside scenarios for the business. These demonstrate the ability of the company to continue trading within the finance facilities together with support from the fellow group trading companies.

As at 31 December 2023, the Group’s assets exceeded the total liabilities by £1,452,010. After considering the factors described above the Directors are confident that with the ongoing support of its existing banking facilities and support from fellow group companies, the Group will continue to have access to adequate resources in order to continue in operational existence for the foreseeable future.

The financial statements do not include any adjustment that would result from the withdrawal of the continued support described above

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually at the point of delivery to the ships), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
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.

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -

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:

Plant and equipment
1.5 - 3 years straight line basis
Computers
3 years straight line basis

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

1.8
Fixed asset investments

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

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

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

 

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

 

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

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.13
Equity instruments

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

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

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 if, and only if, there is 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.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

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

1.17
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.

1.18
Foreign exchange

Transactions in currencies other than US Dollars 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.

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2023
2022
$
$
Turnover analysed by class of business
Bunkering
120,974,482
128,058,493
Transport moves
6,368,570
3,288,489
127,343,052
131,346,982
2023
2022
$
$
Turnover analysed by geographical market
UK
13,656,079
16,378,227
Europe
105,512,761
110,593,726
Rest of World
8,174,212
4,375,029
127,343,052
131,346,982
2023
2022
$
$
Other revenue
Interest income
11,163
-
4
Operating (loss)/profit
2023
2022
$
$
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange losses/(gains)
40,674
(66,295)
Fees payable to the group's auditor for the audit of the group's financial statements
24,500
24,500
Depreciation of owned tangible fixed assets
69,297
14,905
Operating lease charges
118,895
37,745
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
5
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
4
3
4
3

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
$
$
$
$
Wages and salaries
249,065
84,375
249,065
84,375
Social security costs
29,465
8,316
29,465
8,316
Pension costs
5,251
2,722
5,251
2,722
283,781
95,413
283,781
95,413
6
Director's remuneration
2023
2022
$
$
Remuneration for qualifying services
46,413
23,794
Company pension contributions to defined contribution schemes
1,160
581
47,573
24,375

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

7
Interest receivable and similar income
2023
2022
$
$
Interest income
Interest receivable from related parties
11,163
-
0
2023
2022
Investment income includes the following:
$
$
Interest on financial assets not measured at fair value through profit or loss
11,163
-
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
8
Taxation
2023
2022
$
$
Current tax
UK corporation tax on profits for the current period
(264,038)
985,476
Foreign current tax on profits for the current period
114,807
-
0
Total current tax
(149,231)
985,476

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

2023
2022
$
$
(Loss)/profit before taxation
(820,903)
5,232,353
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(205,226)
994,147
Tax effect of expenses that are not deductible in determining taxable profit
73,770
13,712
Effect of change in corporation tax rate
31,350
-
Depreciation
69,297
2,832
Capital allowances
(96,308)
(25,215)
Other adjustments
(22,114)
-
0
Taxation (credit)/charge
(149,231)
985,476
9
Dividends
2023
2022
Recognised as distributions to equity holders:
$
$
Final paid
2,123,439
-
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
10
Tangible fixed assets
Group
Plant and equipment
Computers
Total
$
$
$
Cost
At 1 January 2023
92,081
10,001
102,082
Additions
92,588
9,104
101,692
At 31 December 2023
184,669
19,105
203,774
Depreciation and impairment
At 1 January 2023
13,453
1,452
14,905
Depreciation charged in the year
64,540
4,757
69,297
At 31 December 2023
77,993
6,209
84,202
Carrying amount
At 31 December 2023
106,676
12,896
119,572
At 31 December 2022
78,628
8,549
87,177
Company
Plant and equipment
Computers
Total
$
$
$
Cost
At 1 January 2023
92,081
10,001
102,082
Additions
92,588
9,104
101,692
At 31 December 2023
184,669
19,105
203,774
Depreciation and impairment
At 1 January 2023
13,453
1,452
14,905
Depreciation charged in the year
64,540
4,757
69,297
At 31 December 2023
77,993
6,209
84,202
Carrying amount
At 31 December 2023
106,676
12,896
119,572
At 31 December 2022
78,628
8,549
87,177
11
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
$
$
$
$
Investments in subsidiaries
12
-
0
-
0
105
-
0
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Fixed asset investments
(Continued)
- 22 -
Movements in fixed asset investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 January 2023
-
Additions
105
At 31 December 2023
105
Carrying amount
At 31 December 2023
105
At 31 December 2022
-
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
12
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of
Registered
Nature of business
Class of
%
undertaking
Office
Shares
Held
We Refuel BV
Netherlands
Sale and transportation of oil
Ordinary
100%
The above listed subsidiary is included in the consolidated financial statements of the group.
13
Stocks
Group
Company
2023
2022
2023
2022
$
$
$
$
Raw materials and consumables
2,731,940
1,152,557
-
1,152,557
14
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
$
$
$
$
Trade debtors
4,786,014
11,391,444
620,063
11,391,444
Corporation tax recoverable
264,038
-
0
264,038
-
0
Amounts owed by related parties
744,957
-
-
-
Other debtors
293,322
586,587
292,867
586,587
Prepayments and accrued income
809,274
1,920,498
576,305
1,920,498
6,897,605
13,898,529
1,753,273
13,898,529
Amounts falling due after more than one year:
Amounts owed by related parties
1,489,914
-
-
-
Other debtors
72,004
50,005
72,004
50,005
1,561,918
50,005
72,004
50,005
Total debtors
8,459,523
13,948,534
1,825,277
13,948,534
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
15
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
$
$
$
$
Bank loans and overdrafts
17
88
-
0
-
0
-
0
Trade creditors
1,789,940
1,605,343
974,860
1,605,343
Amounts owed to related parties
7,986,341
8,683,204
1,131,513
8,683,204
Corporation tax payable
114,807
985,476
-
0
985,476
Other taxation and social security
10,328
-
10,328
-
Other creditors
5,317
1,595
5,317
1,595
Accruals and deferred income
415,037
437,329
176,792
437,329
10,321,858
11,712,947
2,298,810
11,712,947
16
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
$
$
$
$
Other borrowings
17
882,531
-
0
-
0
-
0
17
Loans and overdrafts
Group
Company
2023
2022
2023
2022
$
$
$
$
Bank overdrafts
88
-
0
-
0
-
0
Other loans
882,531
-
0
-
0
-
0
882,619
-
-
-
Payable within one year
88
-
0
-
0
-
0
Payable after one year
882,531
-
0
-
0
-
0

The long-term loans are secured by fixed charges over the receivables resulting from any contractual or non-contractual relationship (including receivables arising from trade contracts) of We Refuel BV. The maximum amount under guarantee is $69,000,000.

18
Retirement benefit schemes
2023
2022
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
5,251
2,722

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.

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
19
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
$
$
Issued and fully paid
'A' Ordinary Shares of $1 each
100
100
122
122
'B' Ordinary Shares of $1 each
100
100
122
122
200
200
244
244

On incorporation the company issued one ordinary share of £1 each. Subsequently, on 3 August 2022 the company issued 199 Ordinary Shares of £1 each and immediately re-designated the Ordinary Shares to 100 ‘A’ Ordinary Share of £1 each and 100 ‘B’ Ordinary Shares of £1 each.

 

The shares rank pari passu in all respects save for the payment of dividends.

20
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
9,461,488
11,464,636
9,461,488
11,464,636
Between two and five years
4,374,803
4,015,000
4,374,803
4,015,000
In over five years
-
3,674,000
-
3,674,000
13,836,291
19,153,636
13,836,291
19,153,636
21
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2023
2022
2023
2022
$
$
$
$
Group
Other related parties
3,090,763
7,356,810
107,555,488
107,135,716
Company
Other related parties
896,330
7,356,810
33,721,146
107,135,716
WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
21
Related party transactions
(Continued)
- 26 -
Interest Received
2023
2022
$
$
Group
Other related parties
11,163
-

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
Balance
Balance
$
$
Group
Other related parties
9,878,580
9,100,938
Company
Other related parties
1,199,000
9,100,938

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
Balance
Balance
$
$
Group
Other related parties
3,703,104
400,000
Company
Other related parties
127
400,000
Other information

At the year end date, the group owed $9,454,447 to Trefoil Trading BV in respect stock purchased during the year and were owed $1,468,106 in respect of stock sold.

 

The group owed $354,646 to Burando Explorer BV in respect of transport procurement costs in the year. In addition, Burando Explorer BV owed the group $2,234,871 in respect of a loan provided to the company.

 

Allfast Marine Ltd and RLO Holdings Ltd were owed $27,714 and $42,774 respectively in respect of management charges in the year.

22
Controlling party

There is no overall controlling party

WE REFUEL LTD AND SUBSIDIARY UNDERTAKINGS
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
23
Cash generated from group operations
2023
2022
$
$
(Loss)/profit for the year after tax
(671,672)
4,246,877
Adjustments for:
Taxation (credited)/charged
(149,231)
985,476
Investment income
(11,163)
-
0
Depreciation and impairment of tangible fixed assets
69,297
14,905
Movements in working capital:
Increase in stocks
(1,579,383)
(1,152,557)
Decrease/(increase) in debtors
5,753,049
(13,948,290)
(Decrease)/increase in creditors
(520,508)
10,727,471
Cash generated from operations
2,890,389
873,882
24
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
$
$
$
Cash at bank and in hand
771,800
573,564
1,345,364
Bank overdrafts
-
0
(88)
(88)
771,800
573,476
1,345,276
Borrowings excluding overdrafts
-
(882,531)
(882,531)
771,800
(309,055)
462,745
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