Company Registration No. 09557978 (England and Wales)
THE STAGE SHOREDITCH MANAGEMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
THE STAGE SHOREDITCH MANAGEMENT LIMITED
COMPANY INFORMATION
Directors
Mr J S Goldstein
Mr S S Conway
Mr J Lang
Mr G Conway
(Appointed 4 January 2023)
Mr J Cole
(Appointed 27 March 2024)
Company number
09557978
Registered office
72 Welbeck Street
London
W1G 0AY
United Kingdom
Auditor
Ernst & Young LLP
Liberation House
Castle Street
St Helier
Jersey
JE1 1EY
Channel Islands
THE STAGE SHOREDITCH MANAGEMENT LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 13
THE STAGE SHOREDITCH MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their report of The Stage Shoreditch Management Limited ("the Company") for the year ended 31 December 2023.

Principal activities

The principal activity of the Company will be to manage the estate of the Stage site in Shoreditch once the development has been completed.

Results and dividends

The loss for the period, after taxation, amounted to £559,120 (2022: £249,894). The directors do not recommend payment of a dividend.

Directors

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

Mr J S Goldstein
Mr S S Conway
Mr R M Pilkington
(Resigned 27 March 2024)
Mr J Lang
Mr J M Morgan
(Resigned 4 January 2023)
Mr G Conway
(Appointed 4 January 2023)
Mr J Cole
(Appointed 27 March 2024)
Qualifying third party indemnity provisions

The Company has granted an indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Directors' Report.

Future developments

The directors anticipate that the activity of the Company will continue for the foreseeable future.

 

Going concern

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 31 December 2025 (the ‘going concern period’). At 31 December 2023, the Company has net current liabilities of £1,292,056 (2022: £732,936) and net liabilities of £1,292,056 (2022: £732,936).

 

The directors have assessed the going concern period under assessment to be the period from the date of approval of the financial statements through to the end of the going concern period.

 

The directors have also received written confirmation from the ultimate parent of the Company, the LLP, that it does not intend to call upon the Company to repay any intra-group debts in relation to operational costs not covered above unless the Company has the cash available to settle the debts. The LLP have provided a letter of support to the Company to meet operating expenses during the going concern period.

 

The letter of support is not a guarantee or formal financial commitment however, the directors believe that the risks that the shareholders will not provide support are remote. The directors therefore consider it appropriate to prepare the Company’s accounts on a going concern basis for the going concern review period to 31 December 2025.

Auditor

Ernst & Young LLP were re-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.

 

Subsequent events

Details of any subsequent events are set out in note 13.

THE STAGE SHOREDITCH MANAGEMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Statement of directors' responsibilities

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 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.

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 being information needed by the auditor in connection with preparing its report, of which the Company’s auditor is unaware. Having made enquiries of fellow directors and the Company's auditor, each director has taken all the steps that they are obliged 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.

 

This report has been approved by the board on 29 November 2024 and has been prepared in accordance with the small companies regime of the Companies Act 2006.

On behalf of the board
Mr J S Goldstein
Director
29 November 2024
THE STAGE SHOREDITCH MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE STAGE SHOREDITCH MANAGEMENT LIMITED
- 3 -
Opinion

We have audited the financial statements of The Stage Shoreditch Management Limited (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the related notes 1 to 13, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 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 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 the provisions available for small entities, in the circumstances set out in note 1 to the financial statements, 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this 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 the 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 STAGE SHOREDITCH MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE STAGE SHOREDITCH MANAGEMENT LIMITED
- 4 -
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 directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 2, 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

THE STAGE SHOREDITCH MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE STAGE SHOREDITCH MANAGEMENT LIMITED
- 5 -

A further description of our responsibilities for the audit of the financial statements is located 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.

Christopher James Matthews, FCA (Senior statutory auditor)
For and on behalf of Ernst & Young LLP
Chartered Accountants
Statutory Auditor
Liberation House
Castle Street
St Helier
Jersey
JE1 1EY
Channel Islands
29 November 2024
THE STAGE SHOREDITCH MANAGEMENT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
Notes
£
£
Administrative expenses
(559,120)
(249,894)
Loss before taxation
3
(559,120)
(249,894)
Tax on loss on ordinary activities
6
-
0
-
0
Loss after taxation
(559,120)
(249,894)
Other comprehensive income/(loss)
-
-
Total comprehensive loss for the year
(559,120)
(249,894)

The notes on pages 9 - 13 form part of these financial statements.

 

All amounts relate to continuing activities.

THE STAGE SHOREDITCH MANAGEMENT LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors: amounts falling due within one year
7
507,380
658,621
Cash at bank and in hand
814
801
508,194
659,422
Creditors: amounts falling due within one year
8
(1,800,250)
(1,392,358)
Net current liabilities
(1,292,056)
(732,936)
Capital and reserves
Called up share capital
9
100
100
Profit and loss reserves
(1,292,156)
(733,036)
Total equity
(1,292,056)
(732,936)

The notes on pages 9 - 13 form part of these financial statements.

 

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

The financial statements on pages 6 to 13 were approved by the board of directors and authorised for issue on 29 November 2024 and are signed on its behalf by:
Mr J S Goldstein
Director
Company Registration No. 09557978
THE STAGE SHOREDITCH MANAGEMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
100
(483,142)
(483,042)
Year ended 31 December 2022:
Loss and total comprehensive loss for the year
-
(249,894)
(249,894)
Balance at 31 December 2022
100
(733,036)
(732,936)
Year ended 31 December 2023:
Loss and total comprehensive loss for the year
-
(559,120)
(559,120)
Balance at 31 December 2023
100
(1,292,156)
(1,292,056)
The notes on pages 9-13  form part of these financial statements.
THE STAGE SHOREDITCH MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
1
Accounting policies
Company information

The Stage Shoreditch Management Limited is a private company limited by shares incorporated in England and Wales. The registered office was changed to 72 Welbeck Street, London, W1G 0AY on 23 April 2024 (previously 116 Upper Street, London, N1 1QP). The Company number is 09557978.

1.1
Statement of compliance

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

Basis of preparation

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.

The Company has taken the exemption under section 1A.7 of FRS 102 from the requirement to prepare a statement of cash flows and related disclosures for the financial period.

1.2
Going concern

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilitiestrue as and when they fall due from the date of approval of the financial statements through to 31 December 2025 (the ‘going concern period’). At 31 December 2023, the Company has net current liabilities of £1,292,056 (2022: £732,936) and net liabilities of £1,292,056 (2022: £732,936).

 

The directors have assessed the going concern period under assessment to be the period from the date of approval of the financial statements through to the end of the going concern period.

 

The directors have also received written confirmation from the ultimate parent of the Company, the LLP, that it does not intend to call upon the Company to repay any intra-group debts in relation to operational costs not covered above unless the Company has the cash available to settle the debts. The LLP have provided a letter of support to the Company to meet operating expenses during the going concern period.

 

The letter of support is not a guarantee or formal financial commitment however, the directors believe that the risks that the shareholders will not provide support are remote. The directors therefore consider it appropriate to prepare the Company’s accounts on a going concern basis for the going concern review period to 31 December 2025.

1.3
Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and are subject to insignificant risk of changes in fair value.

1.4
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.

1.5
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies are initially recognised at transaction price including transaction costs 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 and subsequently measured at amortised cost using the effective interest method.

THE STAGE SHOREDITCH MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -
1.6
Taxation

The tax expense represents a provision for the sum of the tax currently payable and deferred tax movements.

Current tax

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

Deferred tax

Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. Unrelieved tax losses and other deferred tax assets are recognised only to the extent it is more likely than not that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

2
Judgements and key sources of estimation uncertainty

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

 

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

 

The following are the Company's key sources of estimation uncertainty and areas requiring significant judgement:

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of debtors

The Partnership makes a judgement of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management consider factors including the ageing profile and historical experience. The debtor balance at the reporting date includes a provision for impairment, see note 7 for carrying amount of debtors.

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.

Taxation

The Company establishes provisions based on reasonable estimates based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.

Accrued expenses

The Company recognises estimates in relation to accrued expenses recorded at the year end based on past experience of similar outgoings incurred or their knowledge of the expected outgoings to be incurred depending on the nature of goods or services rendered that are yet to be billed.

THE STAGE SHOREDITCH MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
3
Loss before taxation
2023
2022
Loss before tax for the year is stated after charging:
£
£
Impairment of amount due from group undertaking
136,339
-
0

The Company’s audit's fees are borne by another member of the Group, The Stage Shoreditch Development Limited. The proportion of the audit fees that relates to this Company amounts to £3,500 (2022: £3,500). No non-audit services were provided during the year (2022: £nil).

4
Employees

The number of persons (including directors) employed by the Company during the year was nil (2022: nil).

5
Directors' remuneration

All directors of the Company received no remuneration during the current year (2022: £nil) from the Company or any entities within the Group. The directors believe that their qualifying services provided to the Company are incidental to the qualifying services provided to the members of The Stage Shoreditch LLP.

6
Taxation

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

2023
2022
£
£
Loss before taxation
(559,120)
(249,894)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(131,393)
(47,480)
Tax effect of expenses that are not deductible in determining taxable profit
32,040
-
0
Unutilised tax losses carried forward
99,353
47,480
Taxation charge for the year
-
-

In the March 2021 budget, it was announced that legislation would be introduced in the Finance Bill 2021 to increase the main rate of UK corporation tax from 19% to 25%, effective April 2023. This was substantively enacted in May 2021 therefore, any closing deferred tax balance is calculated at 25%. The forthcoming change in the corporation tax rate in future years is not expected to materially affect the future tax charge.

 

The Company has cumulative taxable losses arising in the UK of £548,027 (2022: £347,206) that are available indefinitely for offset against future taxable profits.

 

Deferred tax assets have not been recognised in respect of these losses as it is unlikely they will be recognised against the reversal of deferred tax liabilities or other future taxable profits for the foreseeable future.

THE STAGE SHOREDITCH MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
-
0
35,211
Amounts owed by group undertakings
492,399
613,738
Other debtors
14,305
1,658
Prepayments and accrued income
676
8,014
507,380
658,621

Amounts due from group undertakings are unsecured, interest free and payable on demand without restrictions. Amounts due from group undertakings are stated after provisions for impairment of £136,339 (2022: £Nil).

 

Amounts falling due within one year are based on the contractual term of due on demand, however these amounts are not expect to be realised within one year but are intended to be settled in the foreseeable period.

8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
98,864
-
0
Amounts owed to group undertakings
1,352,461
1,360,237
Other creditors
-
0
1,658
Accruals and deferred income
348,925
30,463
1,800,250
1,392,358

Amounts due to group undertakings are unsecured, interest free and payable on demand without restrictions.

 

Included in amounts due to group undertakings is a loan from The Stage Shoreditch LLP, the parent undertaking of the Group, of £71,702 (2022: £58,885), which is payable on demand without restrictions. Accordingly this has been classified as current.

9
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Authorised, issued and fully paid
100 Ordinary shares of £1 each
100
100
100
100
10
Commitments

As at 31 December 2023, the Company has provided a guarantee in respect of the Group’s £390 million development loan facility coordinated by lead arranger, Lloyds Bank plc, for the development site held by the Group via a fixed and floating charge on its assets and shares. Subsequent to the reporting date, this guarantee for the loan expired per note 13. The Company does not have any other financial commitments, guarantees and contingencies aside from the disclosed commitments.

 

THE STAGE SHOREDITCH MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
11
Parent undertaking

The Company's immediate parent undertaking is The Stage Shoreditch (Master) Unit Trust, an entity incorporated in Jersey. The parent undertaking of the smallest group in which the results of the Company are consolidated is that prepared by The Stage Shoreditch LLP. Copies of the consolidated financial statements of The Stage Shoreditch LLP are publicly available from 72 Welbeck Street, London, W1G 0AY.

 

The largest group in which the results of the Company are consolidated is that prepared by Eldridge Industries LLC, of 600 Steamboat Road, Greenwich, CT 06830. The financial statements of this entity are not publicly available.

12
Related party transactions

Amounts due to the parent undertaking of the Group, The Stage Shoreditch LLP, are noted within note 8.

 

At the reporting date the amounts due from fellow members of the Group was £492,399 (2022: £613,738). At 31 December 2023, the amounts due to fellow members of the Group was £1,280,759 (2022: 1,360,237).

 

The Company has taken advantage of the exemption afforded by FRS 102.33.1A not to disclose transactions between wholly owned members of the group.

13
Subsequent events

The Company was party to a guarantee in respect of a development loan from Lloyds to The Stage Shoreditch LLP, the Company’s indirect parent undertaking, until the loan was repaid in full during 2024.

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