Company registration number 06542665 (England and Wales)
SOUTHDOWN KITCHEN FURNITURE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
SOUTHDOWN KITCHEN FURNITURE LIMITED
COMPANY INFORMATION
Directors
Mr M Hegdal
Mr B Hauber
Mr R D Lee
Mrs E M Sparrow
(Appointed 3 January 2023)
Company number
06542665
Registered office
Paula Rosa Manhattan
Blenheim Road
Lancing Business Park
Lancing
West Sussex
England
BN15 8UH
Auditor
HJS Accountants Limited
Tagus House
9 Ocean Way
Southampton
Hampshire
United Kingdom
SO14 3TJ
SOUTHDOWN KITCHEN FURNITURE LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 15
SOUTHDOWN KITCHEN FURNITURE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their Strategic Report for Southdown Kitchen Furniture Limited (the "company") for the year ended 31 December 2023.
Review of the business
The result for the year was a result after tax of nil (2022: £nil). Turnover was £nil (2022: £nil).
The company has net assets at the Statement of financial position date of £7,799,000 (2022: £7,799,000).
Principal risks and uncertainties
The company’s major risk is the carrying value of the investment in Dennis & Robinson Limited. The directors believe the risk is mitigated by the commitments made by the parent company, Ballingslöv International AB to provide financial support to Dennis & Robinson Limited.
Key performance indicators
The directors do not believe a disclosure of key performance indicators is necessary as the company is a non-trading holding company.
Mrs E M Sparrow
Director
23 April 2024
SOUTHDOWN KITCHEN FURNITURE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of holding company for the shares in Dennis & Robinson Limited.
Results and dividends
The results for the year are set out on page 8.
The result for the financial year amounted to a profit after tax of nil (2022: £nil).
No dividends will be distributed for the year ended 31 December 2023 (2022: £nil).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M Hegdal
Mr B Hauber
Mr R D Lee
Mrs E M Sparrow
(Appointed 3 January 2023)
Post reporting date events
There have been no material events since the reporting date that would require disclosure or adjustment in these financial statements.
Future developments
The company is expected to continue as a holding company for the foreseeable future.
Going concern
The company's financial statements have been prepared on a going concern basis. The company made a loss in the year mainly due to operating at a volume level below break even. The intermediate parent company, Ballingslöv International AB, have indicated their ongoing willingness to provide financial support to the company. On this basis, the Directors of the company are confident that the company will have adequate resources to continue in operational existence for the foreseeable future.
Auditor
HJS Accountants Ltd 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 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.
SOUTHDOWN KITCHEN FURNITURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
On behalf of the board
Mrs E M Sparrow
Director
23 April 2024
SOUTHDOWN KITCHEN FURNITURE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are 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. They are 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.
SOUTHDOWN KITCHEN FURNITURE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SOUTHDOWN KITCHEN FURNITURE LIMITED
- 5 -
Opinion
We have audited the financial statements of Southdown Kitchen Furniture Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, 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 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of
the financial statements section of our report. We are independent of the 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 company's ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements
and our auditor's report thereon. The directors are responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears
to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
SOUTHDOWN KITCHEN FURNITURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SOUTHDOWN KITCHEN FURNITURE LIMITED
- 6 -
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 strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the company
or to cease operations, or have no realistic alternative but to do so.
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.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance
with laws and regulations related to breaches of UK regulatory principles, such as Employment Law and Health &
Safety regulations. We also considered the laws and regulations which have a direct impact on 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 management bias
in accounting estimates and judgmental areas of the financial statements.
Audit procedures performed by the audit engagement team included:
Discussions with senior management, including consideration of known or suspected instances of noncompliance with laws and regulations or instances of fraud;
Identifying and testing journal entries based on risk criteria;
Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
Testing transactions entered into outside of the normal course of the company's business;
Reviewing any potential litigation or claims against the entity which indicate any potential noncompliance issues.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. 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 though collusion.
SOUTHDOWN KITCHEN FURNITURE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SOUTHDOWN KITCHEN FURNITURE LIMITED
- 7 -
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.
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.
Angela Trainor
Senior Statutory Auditor
For and on behalf of HJS Accountants Limited
Chartered Accountants and Statutory Auditor
Tagus House
9 Ocean Way
Southampton
Hampshire
United Kingdom
SO14 3TJ
SOUTHDOWN KITCHEN FURNITURE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
£'000s
£'000s
Profit before taxation
Tax on profit
Profit for the financial year
The profit and loss account has been prepared on the basis that all operations are continuing operations.
SOUTHDOWN KITCHEN FURNITURE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£'000s
£'000s
£'000s
£'000s
Fixed assets
Investments
4
12,500,000
12,500,000
Current assets
-
-
Creditors: amounts falling due within one year
6
(4,701,000)
(4,701,000)
Net current liabilities
(4,701,000)
(4,701,000)
Net assets
7,799,000
7,799,000
Capital and reserves
Called up share capital
7
2,177,000
2,177,000
Capital redemption reserve
23,000
23,000
Profit and loss reserves
5,599,000
5,599,000
Total equity
7,799,000
7,799,000
The financial statements were approved by the board of directors and authorised for issue on 23 April 2024 and are signed on its behalf by:
Mrs E M Sparrow
Director
Company Registration No. 06542665
SOUTHDOWN KITCHEN FURNITURE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£'000s
£'000s
£'000s
£'000s
Balance at 1 January 2022
2,177,000
23,000
5,599,000
7,799,000
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
Balance at 31 December 2022
2,177,000
23,000
5,599,000
7,799,000
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
Balance at 31 December 2023
2,177,000
23,000
5,599,000
7,799,000
SOUTHDOWN KITCHEN FURNITURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information
Southdown Kitchen Furniture Limited is a private company limited by shares incorporated in England and Wales. The registered office is Paula Rosa Manhattan, Blenheim Road, Lancing Business Park, Lancing, West Sussex, England, BN15 8UH.
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 £'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Stena AB as at 31 December 2021. These consolidated financial statements are available from Box 7123, 402 33 Gothenburg, Sweden.
1.2
Going concern
The company's financial statements have been prepared on a going concern basis. The company made a loss in the year mainly due to operating at a volume level below break even. The intermediate parent company, Ballingslöv International AB, have indicated their ongoing willingness to provide financial support to the company. On this basis, the Directors of the company are confident that the company will have adequate resources to continue in operational existence for the foreseeable future.true
SOUTHDOWN KITCHEN FURNITURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
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.
1.5
Financial instruments
The company only enters into Basic financial instrument transactions.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
SOUTHDOWN KITCHEN FURNITURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies 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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
SOUTHDOWN KITCHEN FURNITURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.7
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Auditor's remuneration
The audit costs of £3,000 (2022: £2,750) for the company are borne by the subsidiary company, Dennis & Robinson Limited. No recharge is made to the company.
3
Employees
There were no employees during the current year and previous year except the directors. The directors' emoluments and contributions to the pension schemes are paid by other group companies and are not recharged. Their services to the company are considered to be incidental to their services to other group companies. Accordingly, none of the directors are considered to have received any remuneration for their services as a director of the company during the year (2021: £nil).
2023
2022
Number
Number
-
-
Total
4
Fixed asset investments
2023
2022
Notes
£'000s
£'000s
Investments in subsidiaries
5
12,500,000
12,500,000
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Dennis & Robinson Limited
Blenheim Road, Lancing, West Sussex, BN15 8UH
Manufacturing
Ordinary
100.00
SOUTHDOWN KITCHEN FURNITURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
6
Creditors: amounts falling due within one year
2023
2022
£'000s
£'000s
Other creditors
4,699,000
4,699,000
Accruals and deferred income
2,000
2,000
4,701,000
4,701,000
7
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000s
£'000s
Issued and fully paid
Ordinary shares of £1 each
2,176,808
2,176,808
2,177,000
2,177,000
8
Financial commitments, guarantees and contingent liabilities
The company, under a group VAT registration is jointly and severally liable for Value Added Tax due by Dennis & Robinson Limited. At 31 December 2023 there was no liability (2022: £nil).
9
Ultimate controlling party
Southdown Kitchen Furniture Limited is a wholly owned subsidiary of Ballingslov International AB incorporated in Sweden, whose principal place of business is Jungmansgatan 12, 211 19 Malmo, Sweden.
Ballingslov International AB are controlled by Stena AB incorporated in Sweden, whose principal place of business is Box 7123, 402 33 Gothenburg, Sweden.
Stena AB is the smallest and largest group to consolidate these financial statements. The consolidated financial statements of Stena AB are available to the public and can be obtained from the above address.
The ultimate controlling party is Dan Sten Olsson.
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