Company registration number 13598924 (England and Wales)
ESRA Holdings Limited
Audited Financial Statements
For the year ended
31 December 2023
ESRA Holdings Limited
Contents
Page
Company information
1
Strategic report
2 - 3
Director's report
4 - 5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 31
ESRA Holdings Limited
Company Information
- 1 -
Director
S. Pasricha
Company number
13598924
Registered office
Third Floor, 20 Old Bailey
London
EC4M 7AN
Auditor
Ward Williams
Chartered Accountants and Statutory Auditors
Belgrave House
39-43 Monument Hill
Weybridge
Surrey
KT13 8RN
ESRA Holdings Limited
Strategic Report
For the year ended 31 December 2023
- 2 -

The director presents the strategic report together with the audited financial statements for the year ended 31 December 2023.

 

The purpose of this company is to act as a holding company for the ESRA group, holding shares in ESRA Hotels Limited, ESRA Restaurants Holdings Limited, Newco SP 2021 Limited and Newprop1983 Limited (incorporated on 26 July 2024).

Principal activities

The principal activities of the ESRA Holdings Limited group (the "group") during the year ended 31 December 2023 included the operation of standalone restaurants and holding of investments in hospitality operations.

Review of the business

The group's restaurant business has continued to perform well, recovering strongly from the Covid-19 pandemic. The director is seeking to expand the restaurant side of the business and in March 2023 incorporated a new company, TCH NH Limited' with the intention of opening a new restaurant in Notting Hill, London. The company has since had to abandon this particular project due to an issue obtaining planning permission for the required development. The directors of TCH NH Limited are currently seeking new business opportunities. In 2024 the group has incorporated a new company, BB NH Limited, which will operate a members' club and restaurant. The directors of BB NH Limited are currently overseeing the development of the property and expect to commence trading in 2025.

 

As well as seeking to expand the restaurant side of the business, the director is always mindful of potential investment opportunities and the group's associate investment in Ennismore Lifestyle Group Limited continues to perform well. In July 2024 a wholly owned subsidiary of the company, Newprop1983 Limited, was incorporated. This company intends to acquire a residential investment property to earn rental income and for capital appreciation.

Principal risks and uncertainties

The director has assessed the main risk facing the group as being the recovery from the global coronavirus pandemic and the current cost of living crisis. Currently the performance and outlook of the hospitality sector is strong and the performance of the group's restaurants and hospitality investments reflect this. The director believes the group is well positioned to maintain profitability and continue to grow.

 

Economic

 

The director has identified the main risk facing the group to be the occurrence of shocks to the economies, predominantly in Europe and United States, which could lead to reduced interest from customers in the hospitality offerings which drive the performance of the group’s investments. The rise in inflation and borrowing costs has squeezed household disposable income and there is a risk that this will result in a decline in revenues in the hospitality sector as a whole. However, the director believes that the group’s investments are well positioned to see exceptional growth and the group’s restaurants are well established, robust businesses which have continued to see an increase in revenues following the coronavirus pandemic. Inflation levels are now starting to decrease with the cost of borrowing expected to also fall in the coming months.

 

Financial risk management

 

The management team's objectives are to retain sufficient liquid funds to enable the group and its subsidiaries to meet its day-to-day obligations as they fall due.

ESRA Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2023
- 3 -
Development and performance

The group experienced a 28% increase in turnover largely due to the strong performance of the group's restaurant businesses.

 

The group also made an operating profit of £126,671 compared with a loss of £123,114 in the prior year which emphasises the strong performance of the restaurants.

 

The group's investment in Ennismore Lifestyle Group Limited is performing very strongly with the ESRA Holdings Group recording a share of associate's profit of £9,151,767 compared to £4,568,523 in 2022. This has resulted in an overall profit for the financial year of £8,468,227 from continuing operations compared with a profit of £2,944,177 in the prior year.

On behalf of the board

S. Pasricha
Director
2 October 2024
ESRA Holdings Limited
Director's Report
For the year ended 31 December 2023
- 4 -

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

Results and dividends

The results for the year are set out on page 9.

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:

S. Pasricha
Post reporting date events

On 9 April 2024 the company sold 41,868 shares in its associate undertaking, Ennismore Lifestyle Group Limited for cash consideration of €65,000,000.

Auditor

The auditor, Ward Williams, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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 director has taken all the necessary steps that he ought to have taken as director in order to make himself aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

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

ESRA Holdings Limited
Director's Report (Continued)
For the year ended 31 December 2023
- 5 -
On behalf of the board
S. Pasricha
Director
2 October 2024
ESRA Holdings Limited
Independent Auditor's Report
To The Members Of ESRA Holdings Limited
- 6 -
Opinion

We have audited the financial statements of ESRA Holdings Limited (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 statement of financial position, the company statement of financial position, 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:

ESRA Holdings Limited
Independent Auditor's Report (Continued)
To The Members Of ESRA Holdings Limited
- 7 -
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 objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, our procedures included the following:

 

 

ESRA Holdings Limited
Independent Auditor's Report (Continued)
To The Members Of ESRA Holdings Limited
- 8 -

 

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.

Frank Harling FCCA
For and on behalf of
2 October 2024
Ward Williams
Chartered Accountants
Statutory Auditor
Belgrave House
39-43 Monument Hill
Weybridge
Surrey
KT13 8RN
ESRA Holdings Limited
Group Statement Of Comprehensive Income
For the year ended 31 December 2023
- 9 -
2023
2022
Notes
£
£
Turnover
4
4,718,613
3,674,649
Cost of sales
(2,521,015)
(1,973,171)
Gross profit
2,197,598
1,701,478
Administrative expenses
(2,076,627)
(1,843,009)
Other operating income
5,700
18,417
Operating profit/(loss)
5
126,671
(123,114)
Share of profits of associates
9,151,767
4,568,523
Interest receivable and similar income
9
837
42,625
Interest payable and similar expenses
10
(1,291,260)
(1,065,844)
Amounts written off investments
11
55,911
(464,204)
Profit before taxation
8,043,926
2,957,986
Tax on profit
12
424,301
(13,809)
Profit for the financial year
25
8,468,227
2,944,177
Profit for the financial year is all attributable to the owners of the parent company.

The notes on pages 15 to 31 form part of these financial statements.

ESRA Holdings Limited
Group Statement Of Financial Position
As at 31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
14
191,803
218,553
Investments
15
30,945,551
22,209,523
31,137,354
22,428,076
Current assets
Stocks
18
40,753
13,413
Debtors
19
3,482,757
2,952,001
Cash at bank and in hand
1,140,127
741,993
4,663,637
3,707,407
Creditors: amounts falling due within one year
20
(689,567)
(733,546)
Net current assets
3,974,070
2,973,861
Total assets less current liabilities
35,111,424
25,401,937
Creditors: amounts falling due after more than one year
21
(26,869,076)
(25,627,816)
Net assets/(liabilities)
8,242,348
(225,879)
Capital and reserves
Called up share capital
24
1
1
Profit and loss reserves
25
8,242,347
(225,880)
Total equity
8,242,348
(225,879)

The notes on pages 15 to 31 form part of these financial statements.

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

The financial statements were approved and signed by the director and authorised for issue on 2 October 2024
02 October 2024
S. Pasricha
Director
Company registration number 13598924 (England and Wales)
ESRA Holdings Limited
Company Statement Of Financial Position
As at 31 December 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
15
3
3
Current assets
Debtors
19
1
1
Creditors: amounts falling due within one year
20
(3)
(3)
Net current liabilities
(2)
(2)
Net assets
1
1
Capital and reserves
Called up share capital
24
1
1

The notes on pages 15 to 31 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2022 - £0 profit).

The financial statements were approved and signed by the director and authorised for issue on 2 October 2024
02 October 2024
S. Pasricha
Director
Company registration number 13598924 (England and Wales)
ESRA Holdings Limited
Group Statement Of Changes In Equity
For the year ended 31 December 2023
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
-
0
(3,170,057)
(3,170,057)
Year ended 31 December 2022:
Profit and total comprehensive income
-
2,944,177
2,944,177
Issue of share capital
24
1
-
1
Balance at 31 December 2022
1
(225,880)
(225,879)
Year ended 31 December 2023:
Profit and total comprehensive income
-
8,468,227
8,468,227
Balance at 31 December 2023
1
8,242,347
8,242,348

The notes on pages 15 to 31 form part of these financial statements.

ESRA Holdings Limited
Company Statement Of Changes In Equity
For the year ended 31 December 2023
- 13 -
Share capital
Notes
£
Balance at 1 January 2022
-
0
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
Issue of share capital
24
1
Balance at 31 December 2022
1
Year ended 31 December 2023:
Profit and total comprehensive income
-
Balance at 31 December 2023
1

The notes on pages 15 to 31 form part of these financial statements.

ESRA Holdings Limited
Group Statement Of Cash Flows
For the year ended 31 December 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
234,392
153,501
Income taxes refunded
350,701
73,600
Net cash inflow from operating activities
585,093
227,101
Investing activities
Purchase of tangible fixed assets
(287,624)
(10,223)
Proceeds from disposal of subsidiaries, net of cash disposed
-
2,178,688
Purchase of investments
(12,577)
-
Proceeds from disposal of investments
484,227
-
Loans made to related parties
(471,383)
(5,221,766)
Repayment of loans
145,913
5,000,000
Interest received
4,485
42,625
Net cash (used in)/generated from investing activities
(136,959)
1,989,324
Financing activities
Proceeds from borrowings
25,703,134
5,000,000
Repayment of borrowings
(25,455,002)
(5,894,247)
Interest paid
(298,132)
(1,153,190)
Net cash used in financing activities
(50,000)
(2,047,437)
Net increase in cash and cash equivalents
398,134
168,988
Cash and cash equivalents at beginning of year
741,993
573,005
Cash and cash equivalents at end of year
1,140,127
741,993

The notes on pages 15 to 31 form part of these financial statements.

ESRA Holdings Limited
Notes To The Financial Statements
For the year ended 31 December 2023
- 15 -
1
General information

ESRA Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Third Floor, 20 Old Bailey, London, EC4M 7AN.

 

2
Accounting policies
2.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

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

2.2
Business combinations

In the consolidated 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.

2.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company ESRA Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in associates.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

2.4
Going concern

At the reporting date the group had net current assets of £3,974,070 (2022: £2,973,861). The director has prepared and reviewed both business and cashflow forecasts in order to conclude that it is appropriate to present these financial statements on a going concern basis. These forecasts include sufficient downside scenario planning and also include plans for how the company will mitigate a worst case scenario and ensures that the director has sufficient options available to ensure the group can continue to meet liabilities as they fall due. On this basis, the director has concluded it is appropriate to prepare the financial statements on a going concern basis.

ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
2
Accounting policies
(Continued)
- 16 -
2.5
Turnover

Turnover shown in the Income Statement represents the value of management services delivered by the group's subsidiaries during the year, in addition to sales generated by the restaurants operated by the group's subsidiaries.

 

Management income is recognised at the point at which the company has fulfilled its contractual obligations to the individual group company. Invoices may be raised in advance of the fulfillment of contractual obligations and revenue is therefore deferred.

 

Turnover from sale of food, drink and merchandise is recognised on the day the sale occurs. Any monies received as tips or service charges are distributed to staff and do not form part of the group's turnover.

 

Events income is recognised on the day the event occurs. Deposits received in advance of the event are held in the balance sheet as deferred income.

 

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and the amounts can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

2.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

2.7
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.

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:

Leasehold improvements
10%-17% straight line
Plant and equipment
20% straight line
Fixtures and fittings
10% straight line
Computers
20%-25% straight line

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 income statement.

ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
2
Accounting policies
(Continued)
- 17 -
2.8
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.

 

Investments in artwork are measured at cost less any accumulated impairment losses.

 

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

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

2.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If 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.

2.10
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.

ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
2
Accounting policies
(Continued)
- 18 -
2.11
Cash and cash equivalents

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

2.12
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 statement of financial position 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.

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.

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 group 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 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.

ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
2
Accounting policies
(Continued)
- 19 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

2.13
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.

2.14
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 income statement 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 income statement, 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.

2.15
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.

2.16
Retirement benefits

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

2.17
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.

ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
2
Accounting policies
(Continued)
- 20 -
2.18
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2.19
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.

3
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.

Key sources of estimation uncertainty

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

Carrying value of tangible fixed assets

Tangible fixed assets, other than investment properties, are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

The group reviews the carrying amounts of its tangible assets at each reporting date to determine whether there is any indication that those assets have suffered an impairment loss. TCH NH Limited incurred capital expenditure in respect of a leasehold property in which it intended to operate a restaurant. The company has since had to abandon this particular project. Therefore the capital expenditure in respect of leasehold improvements and plant and equipment is considered to be fully impaired and an impairment loss of £244,061 (2022 - £Nil) has been recognised in the statement of comprehensive income.

ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 21 -
4
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Restaurant and merchandise sales
4,238,520
3,203,728
Management services income
480,093
470,921
4,718,613
3,674,649
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
4,718,613
3,674,649
2023
2022
£
£
Other revenue
Interest income
837
42,625
Grants received
-
11,417
5
Operating profit/(loss)
2023
2022
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange losses
14,970
9,128
Government grants
-
(11,417)
Depreciation of owned tangible fixed assets
70,313
74,231
Impairment of owned tangible fixed assets
244,061
-
Operating lease charges
211,819
166,100
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
2,500
2,500
Audit of the financial statements of the company's subsidiaries
35,573
37,221
38,073
39,721
ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 22 -
7
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
65
53
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
1,422,314
1,315,245
-
0
-
0
Social security costs
164,465
119,652
-
-
Pension costs
57,008
29,795
-
0
-
0
1,643,787
1,464,692
-
0
-
0
8
Director's remuneration

No directors of the group received any remuneration in the year ended 31 December 2023 or in the proceeding year.

 

The value of the group's contributions paid to a defined contribution scheme in respect of the highest paid director amounted to £Nil (2022 - £Nil).

 

In the year ended 31 December 2023 ESRA Hotels Limited incurred class 1A National Insurance costs of £5,677 (2022 - £4,408) in respect of benefits provided to the director.

9
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
837
42,625
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
837
42,625
ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 23 -
10
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
1,291,260
1,065,844
11
Amounts written off investments
2023
2022
£
£
Gain on disposal of unlisted investment
55,911
-
Impairment of unlisted investment
-
(464,204)
55,911
(464,204)
12
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
(424,301)
-
0
Deferred tax
Origination and reversal of timing differences
-
0
13,809
Total tax (credit)/charge
(424,301)
13,809

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

2023
2022
£
£
Profit before taxation
8,043,926
2,957,986
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
2,010,982
562,017
Tax effect of expenses that are not deductible in determining taxable profit
85,646
128,683
Tax effect of income not taxable in determining taxable profit
(2,301,921)
(874,131)
Tax effect of utilisation of tax losses not previously recognised
-
0
(24,155)
Unutilised tax losses carried forward
203,609
215,628
Adjustments in respect of prior years
(424,301)
-
0
Permanent capital allowances in excess of depreciation
2,760
5,767
Fixed asset timing differences
(1,076)
-
0
Taxation (credit)/charge
(424,301)
13,809
ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 24 -
13
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
162,151
Amortisation and impairment
At 1 January 2023 and 31 December 2023
162,151
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
-
0
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
14
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2023
607,815
145,174
144,490
51,586
949,065
Additions
246,932
19,537
14,182
6,973
287,624
At 31 December 2023
854,747
164,711
158,672
58,559
1,236,689
Depreciation and impairment
At 1 January 2023
477,784
115,937
91,669
45,122
730,512
Depreciation charged in the year
38,916
13,639
14,256
3,502
70,313
Impairment losses
237,418
6,643
-
0
-
0
244,061
At 31 December 2023
754,118
136,219
105,925
48,624
1,044,886
Carrying amount
At 31 December 2023
100,629
28,492
52,747
9,935
191,803
At 31 December 2022
130,031
29,237
52,821
6,464
218,553
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 25 -
15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
3
3
Investments in associates
17
30,932,974
21,781,207
-
0
-
0
Unlisted investments
-
0
428,316
-
0
-
0
Artwork
12,577
-
0
-
0
-
0
30,945,551
22,209,523
3
3
Movements in fixed asset investments
Group
Shares in associates
Other investments
Artwork
Total
£
£
£
£
Cost or valuation
At 1 January 2023
21,781,207
892,520
-
22,673,727
Additions
-
-
12,577
12,577
Share of profit
9,151,767
-
-
9,151,767
Disposals
-
(892,520)
-
(892,520)
At 31 December 2023
30,932,974
-
12,577
30,945,551
Impairment
At 1 January 2023
-
464,204
-
464,204
Disposals
-
(464,204)
-
(464,204)
At 31 December 2023
-
-
-
-
Carrying amount
At 31 December 2023
30,932,974
-
12,577
30,945,551
At 31 December 2022
21,781,207
428,316
-
0
22,209,523

 

Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
3
Carrying amount
At 31 December 2023
3
At 31 December 2022
3
ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 26 -
16
Subsidiaries

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

Name of undertaking
Nature of business
Class of
% Held
shares held
Direct
Indirect
ESRA Hotels Limited
Holding company
Ordinary
100.00
-
ESRA Restaurants Holdings Limited
Holding company
Ordinary
100.00
-
NoCo Hotels Limited
Holding company
Ordinary
100.00
-
Newco SP 2021 Limited
Holding company
Ordinary
100.00
-
Ennismore Sessions Limited
Management of meetings and events space
Ordinary
-
100.00
Do More Foundation
Charitable foundation
N/A (Limited by Guarantee)
-
-
Egg Break Limited
Operation of a restaurant
Ordinary
-
100.00
Tandoor Chop House Limited
Operation of a restaurant
Ordinary
-
100.00
B Restaurants Limited
Operation of a restaurant
Ordinary
-
100.00
NoCo Newco 2017 Limited
Development and operation of hotels
Ordinary
-
100.00
TCH NH Limited
Operation of a restaurant
Ordinary
-
100.00

All the company's subsidiary undertakings are incorporated in England and Wales and have the same registered office address as the company.

17
Associates

Details of associates at 31 December 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Ennismore Lifestyle Group Limited
20 Old Bailey, C/O Withers LLP, London, EC4M 7AN
Holding company
Ordinary
27.00

 

18
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Consumables
16,417
13,413
-
-
Merchandise
24,336
-
0
-
0
-
0
40,753
13,413
-
-
ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 27 -
19
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
16,465
4,235
-
0
-
0
Other debtors
3,280,189
2,806,344
1
1
Prepayments and accrued income
87,603
75,422
-
0
-
0
3,384,257
2,886,001
1
1
Amounts falling due after more than one year:
Other debtors
98,500
66,000
-
0
-
0
Total debtors
3,482,757
2,952,001
1
1
20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
237,661
176,435
-
0
-
0
Corporation tax payable
-
0
73,600
-
0
-
0
Other taxation and social security
273,352
235,234
-
-
Other creditors
50,744
21,876
3
3
Accruals and deferred income
127,810
226,401
-
0
-
0
689,567
733,546
3
3
21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
22
26,869,076
25,627,816
-
0
-
0
ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 28 -
22
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Loans from related parties
211,448
25,627,816
-
0
-
0
Other loans
26,657,628
-
0
-
0
-
0
26,869,076
25,627,816
-
-
Payable after one year
26,869,076
25,627,816
-
0
-
0

Included within loans from related parties is a balance of £Nil (2022 - £25,627,816) which was interest bearing at a fixed rate of interest of 4%. The loan was secured over the assets of the company, however this charge was satisfied in full on 17 May 2023.

23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
57,008
29,795

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.

24
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 5p each
20
20
1
1

All ordinary shares in issue at 31 December 2023 have full voting, dividend and capital distribution rights.

25
Reserves
Profit and loss reserves

Profit and loss reserves represents the cumulative profits or losses, net of dividends paid and other adjustments.

ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 29 -
26
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
295,000
170,244
-
-
Between two and five years
685,904
331,356
-
-
In over five years
189,836
-
-
-
1,170,740
501,600
-
-
27
Events after the reporting date

In January 2024, Ennismore Sessions Limited, NoCo Hotels Limited, NoCo Newco 2017 Limited, B Restaurants Limited and the Do More Foundation were voluntarily dissolved.

 

On 20 March 2024 BB NH Limited was incorporated as a wholly owned subsidiary of ESRA Restaurants Holdings Limited.

 

On 9 April 2024 the ESRA Hotels Limited sold 41,868 ordinary shares in its associate undertaking, Ennismore Lifestyle Group Limited, for cash consideration of €65,000,000 (£55,672,500). The group now holds 24.17% of the voting share capital in issue and the investment remains an associate.

 

On 26 July 2024 NewProp1983 Limited was incorporated as a wholly owned subsidiary of ESRA Holdings Limited.

 

 

ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 30 -
28
Related party transactions

The company has taken advantage of the exemption conferred by Financial Reporting Standard 102 Section 33 'Related Party Disclosures' paragraph 33.1A not to disclose transactions with certain group companies on the grounds that 100% of the voting rights in these companies are controlled by the group.

During the year ESRA Hotels Limited provided management services to Ennismore International Limited totalling £480,092 (2022- £470,921). Ennismore International Limited is part of the Ennismore Lifestyle Group Limited in which ESRA Hotels Limited holds a participating interest. At the balance sheet date £8,011 (2022 - £Nil) was due from Ennismore International Limited in respect of these services.

During the year ESRA Hotels Limited fully repaid a loan with Norlake Hospitality Limited, a company of which S. Pasricha is a director. At the balance sheet date £Nil (2022 - £25,627,816) was outstanding. Interest of £75,318 (2022 - £1,065,844) was charged during the year ended 31 December 2023.

During the year ESRA Hotels Limited received management services from Norlake Hospitality Limited totalling £4,369 (2022 - £40,321). At the balance sheet date £Nil (2022 - £Nil) was due from the company to Norlake Hospitality Limited in respect of these services.

During the year ESRA Restaurants Holdings Limited provided services to the Gleneagles Hotels Limited, a company of which S. Pasricha is a director, totalling £16,804 (2022 - £31,169). At the balance sheet date, the group was owed £1,880 (2022 - £1,640) from Gleneagles Hotels Limited in respect of these transactions and this is included within other creditors.

During the year ESRA Restaurants Holdings Limited provided services to Maison Estelle Limited, a company of which S. Pasricha is a director, totalling £16,804 (2022 - £1,367). At the balance sheet date an amount of £1,880 (2022 - £1,640) was due to ESRA Restaurants Holdings Limited in respect of these services as included within other debtors.

During the year ESRA Restaurants Holdings Limited provided services to Estelle Manor Limited, a company of which S. Pasricha is a director, totalling £92,690 (2022 - £7,691). At the balance sheet date an amount of £9,468 (2022 - £9,229) was due to ESRA Restaurants Holdings Limited in respect of these services and is included within other debtors.

During the year ESRA Restaurants Holdings Limited provided services to ESRA Estates Limited, a company of which S. Pasricha is a director, totalling £301,658 (2022 - £Nil). At the balance sheet date an amount of £32,587 (2022 - £Nil) was due to ESRA Restaurants Holdings Limited in respect of these services and is included within other debtors.

29
Directors' transactions

During the year amounts of £471,383 were advanced to the director of the company. At the balance sheet date £2,379,483 was due to the company from the director (2022: £1,908,100). This amount is unsecured, interest free and repayable on demand.

30
Controlling party

In the opinion of the directors of the group, the ultimate controlling party throughout the year and since the reporting date was S. Pasricha.

ESRA Holdings Limited
Notes To The Financial Statements (Continued)
For the year ended 31 December 2023
- 31 -
31
Cash generated from group operations
2023
2022
£
£
Profit for the year after tax
8,468,227
2,944,177
Adjustments for:
Share of results of associates and joint ventures
(9,151,767)
(4,568,523)
Taxation (credited)/charged
(424,301)
13,809
Finance costs
1,291,260
1,065,844
Investment income
(837)
(42,625)
Depreciation and impairment of tangible fixed assets
314,374
74,231
Gain on sale of investments
(55,911)
-
Other gains and losses
-
464,204
Movements in working capital:
(Increase)/decrease in stocks
(27,340)
1,382
(Increase)/decrease in debtors
(208,933)
110,212
Increase in creditors
29,620
90,790
Cash generated from operations
234,392
153,501
32
Analysis of changes in net debt - group
1 January 2023
Cash flows
Market value movements
31 December 2023
£
£
£
£
Cash at bank and in hand
741,993
398,134
-
1,140,127
Borrowings excluding overdrafts
(25,627,816)
(2,234,388)
993,128
(26,869,076)
(24,885,823)
(1,836,254)
993,128
(25,728,949)
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