Keo Films Limited
Financial Statements
For the year ended 31 March 2024
Pages for Filing with Registrar
Company Registration No. 13505776 (England and Wales)
Keo Films Limited
Contents
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 13
Keo Films Limited
Balance Sheet
As at 31 March 2024
Page 1
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
1,200,898
1,364,657
Tangible assets
4
67,359
179,658
Investments
5
8
5
1,268,265
1,544,320
Current assets
Work in progress
343,143
171,515
Debtors
7
1,032,332
335,426
Cash at bank and in hand
188,016
944,561
1,563,491
1,451,502
Creditors: amounts falling due within one year
8
(3,368,265)
(2,949,103)
Net current liabilities
(1,804,774)
(1,497,601)
Total assets less current liabilities
(536,509)
46,719
Creditors: amounts falling due after more than one year
9
(603,839)
(983,309)
Provisions for liabilities
(11,555)
(32,953)
Net liabilities
(1,151,903)
(969,543)
Capital and reserves
Called up share capital
10
10
10
Profit and loss reserves
(1,151,913)
(969,553)
Total equity
(1,151,903)
(969,543)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
Keo Films Limited
Balance Sheet (Continued)
As at 31 March 2024
Page 2
The financial statements were approved by the board of directors and authorised for issue on 23 December 2024 and are signed on its behalf by:
R Stannett
Director
Company Registration No. 13505776
Keo Films Limited
Notes to the Financial Statements
For the year ended 31 March 2024
Page 3
1
Accounting policies
Company information
Keo Films Limited is a private company limited by shares incorporated in England and Wales. The registered office is 33-34 Rathbone Place, London, England, W1T 1JN.
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 as applicable to companies subject to the small companies regime.
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, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
1.2
Change in accounting estimate
During the year, the Board of Directors reviewed the Useful Economic Life (UEL) of the company's intangible assets, specifically goodwill and intellectual property. As a result of this review, the UEL for both goodwill and intellectual property has been increased from 5 years to 10 years. This change reflects the Board's belief that a 10-year period is a more accurate timeframe for measuring the value of these assets and aligns more closely with industry practice. The effect of this change on the current period's financial statements is a reduction in the amortisation expense for goodwill and intellectual property. The impact on the current period's profit before tax is an increase of £241,304. The effect on future periods is expected to be similar, with a corresponding reduction in amortisation expense over the remaining useful life of the assets.
1.3
Going concern
During the year the company made a loss of £182,360 and at the year end had cash balances of £188,016 and net liabilities of £1,151,903. The company continues to depend on support from the parent company, Passion Holdings Limited, who have confirmed they will continue to support Keo Films Limited to enable it to continue to trade and meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. true
Fellow group company Passion Pictures Limited has prepared calculations that indicate that the group breached one of the financial covenants provisions in its Bank Facility Agreements for the year ended 31 March 2024. The bank facility includes cross guarantees between various group companies including Keo Films Limited.
In December 2024, the Barclays Bank relationship team acknowledged the breach and stated that a recommendation be made for the credit committee to approve a formal waiver and issue a reservation of rights letter. This is subject to credit committee approval which can only be given once final signed financial statements are filed.
The Board has prepared group forecasts and cashflows for a period of 12 months following the signing of these financial statements. As a result of an assessment of these forecasts together with a review of cash in hand and available credit facilities, the directors have a reasonable expectation that the group and this company will continue to be able to meet its liabilities as they fall due and therefore adopt the going concern basis in preparing these financial statements.
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 4
1.4
Turnover
Turnover from production services in the making of films, series and television programmes is recognised by reference to the stage of completion of the contract. This is determined by the value of the services provided at the balance sheet date as a proportion of the total value of the project. Excess production funds received are treated as deferred income and held on the balance sheet until further costs are incurred. At this point the deferred income is released to the statement of comprehensive income as turnover. When the outcome cannot be reliably estimated, turnover is recognised only to the extent that expenses recognised are recoverable.
Turnover from licensing agreements is recognised when the film, series or television program is initially available to the licensee at the point of sale.
1.5
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of businesses 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 10 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.
1.7
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation 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:
Intellectual property
10 years straight line
1.8
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.
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 5
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:
Computer equipment
3 years straight line
Fixtures and fittings
3 years 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 credited or charged to profit or loss.
1.9
Fixed asset investments
Interests in subsidiaries 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.
1.10
Impairment of fixed assets
At each reporting period end date, the company 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.
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.
1.11
Work in progress
Work in progress relates to costs incurred on projects in progress at the year end measured at the lower of cost and net realisable value.
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 6
1.12
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.
1.13
Financial instruments
The company 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.
1.14
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.
1.15
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.16
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
1
Accounting policies
(Continued)
Page 7
1.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.19
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 leased asset are consumed.
1.20
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
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
24
17
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 8
3
Intangible fixed assets
Goodwill
Intellectual property
Total
£
£
£
Cost
At 1 April 2023 and 31 March 2024
1,075,314
950,002
2,025,316
Amortisation and impairment
At 1 April 2023
343,991
316,668
660,659
Amortisation charged for the year
87,759
76,000
163,759
At 31 March 2024
431,750
392,668
824,418
Carrying amount
At 31 March 2024
643,564
557,334
1,200,898
At 31 March 2023
731,323
633,334
1,364,657
4
Tangible fixed assets
Computer equipment
Fixtures and fittings
Total
£
£
£
Cost
At 1 April 2023
250,952
32,511
283,463
Disposals
(45,800)
(45,800)
At 31 March 2024
205,152
32,511
237,663
Depreciation and impairment
At 1 April 2023
86,489
17,316
103,805
Depreciation charged in the year
74,745
10,837
85,582
Eliminated in respect of disposals
(19,083)
(19,083)
At 31 March 2024
142,151
28,153
170,304
Carrying amount
At 31 March 2024
63,001
4,358
67,359
At 31 March 2023
164,463
15,195
179,658
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
8
5
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
5
Fixed asset investments
(Continued)
Page 9
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023
5
Additions
3
At 31 March 2024
8
Carrying amount
At 31 March 2024
8
At 31 March 2023
5
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 10
6
Subsidiaries
Details of the company's subsidiaries at 31 March 2024 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Wildlife Warriors SPV Ltd
1
Ordinary
100.00
-
One in a Million SPV Ltd
1
Ordinary
100.00
-
Smoke SPV Ltd ~
1
Ordinary
100.00
-
Chimp Empire SPV Ltd ~
1
Ordinary
100.00
-
Keo Holdings Australia Pty Ltd
2
Ordinary
100.00
-
Keo Films Australia Pty Ltd*
2
Ordinary
-
100.00
Keo Films Krypto SPV Ltd
1
Ordinary
100.00
-
OUATIP SPV Ltd
1
Ordinary
100.00
-
Once Upon a Time in Space Ltd ~
1
Ordinary
100.00
-
Registered office addresses (all UK unless otherwise indicated):
1
101 St. John Street, London, England, EC1M 4AS
2
Building 121 Entertainment Quarter, 122 Land Road, Moore Park, NSW 2021
* Owned by Keo Holdings Australia Pty Ltd
~ These subsidiaries changed name during the year or prior to the accounts being signed.
The details are as follows:
One Upon a Time in Space SPV Limited changed its name from Keo Films SPV 1 Ltd on 31 January 2024
Smoke SPV Limited changed its name from Fixed SPV Ltd on 15 June 2023
Chimp Empire SPV Limited changed its name to OUATIME SPV Limited on 14 December 2024
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
243,249
116,714
Amounts owed by group undertakings
111,276
34,985
Other debtors
942
1,001
Prepayments and accrued income
605,426
111,287
960,893
263,987
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset
71,439
71,439
Total debtors
1,032,332
335,426
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 11
8
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
91,990
207,685
Amounts owed to group undertakings
2,020,170
1,333,558
Taxation and social security
329,534
315,493
Other creditors
99,590
32,536
Accruals and deferred income
826,981
1,059,831
3,368,265
2,949,103
There is a fixed and floating charge over the company's assets held by Barclays Bank Plc.
At the year end, the company was subject to a debenture and cross guarantee with Passion Pictures Limited, Passion Holdings Limited, Passion Pictures Animation Limited, Passion Docs Limited, Passion Planet Limited, Passion Pictures (Films) Limited, PDSPV Limited, JB Film Limited, Merkel Films Limited and Wilding Productions Limited.
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
603,839
983,309
603,839
983,309
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 1p each
510
510
5
5
B Ordinary of 1p each
490
490
5
5
1,000
1,000
10
10
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
10
Called up share capital
(Continued)
Page 12
There are 510 ordinary class A shares and 490 ordinary class B shares which were issued on incorporation.
Each ordinary class A share and ordinary class B share carries the right to receive notice of and to attend, speak and vote at all general meetings of the company.
Any available profits which Keo Films Limited determines to distribute in respect of any Financial Year will be distributed among the holders of the A ordinary and B ordinary shares (pari passu as if they constituted shares of the same class) pro rata to their respective holdings of such shares.
On a return of assets on liquidation or capital reduction, the assets of the company remaining after the payment of its liabilities are to be distributed as follows:
Such assets as equal the Threshold Amount will be distributed 51% to A ordinary shareholders and 49% to B ordinary shareholders
The following £1.25 million will be distributed 41% to A ordinary shareholders and 59% to B ordinary shareholders
The following £1.25 million will be distributed 38.5% to A ordinary shareholders and 61.5% to B ordinary shareholders
The following £1.25 million will be distributed 36% to A ordinary shareholders and 64% to B ordinary shareholders
The following £1.25 million will be distributed 33.5% to A ordinary shareholders and 66.5% to B ordinary shareholders
The balance of any assets will be distributed 31% to A ordinary shareholders and 69% to B ordinary shareholders
11
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Joanna Cosgrove
Statutory Auditor:
Moore Kingston Smith LLP
12
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
610,760
773,333
Keo Films Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2024
Page 13
13
Related party transactions
During the period, Keo Films Limited made sales of £nil (2023: £nil) and purchases of £nil (2023: £nil) with Passion Holdings Limited, a company which owns 51% of Keo’s share capital. Passion Holdings Limited loaned Keo Films Limited £1,807,000 to acquire the trade and assets of another entity. As at 31 March 2023, the company owed a net amount of £837,497 (2023: £1,396,161) to Passion Holdings Limited.
During the period, Keo Films Limited made sales of £nil (2023: £nil) and purchases of £131,381 (2023: £30,000) with Passion Pictures Limited, a company whose share capital is 100% owned by Passion Holdings Limited. As at 31 March 2024, the company owed a net amount of £553,174 (2023: £378,105) to Passion Pictures Limited.
During the period, Keo Films Limited made sales of £34,200 (2023: £13,303) and purchases of £160,946 (2023: £85,742) with Passion Docs Limited, a company whose share capital is 100% owned by Passion Holdings Limited. As at 31 March 2024 the company owed Passion Docs Limited £526,959 (2023: £486,000).
During the period, Keo Films Limited made sales of £47,043 (2023: £7,895) and purchases of £nil (2023: £nil) with Passion Planet Limited, a company whose share capital is 100% owned by Passion Holdings Limited. As at 31 March 2024 the company was owed £6,480 (2023: £1,458) by Passion Planet Limited.
During the period, Keo Films Limited made sales of £104,655 (2023: £nil) and purchases of £nil (2023: £nil) with Passion SHP Limited, a company whose share capital is 100% indirectly owned by Passion Holdings Limited. As at 31 March 2024 there were no amounts due from Passion SHP Limited (2023: £nil).
During the 2023 year, Passion Pictures (Films) Limited loaned Keo Films Limited £40,000 . As at 31 March 2024, the company owed £40,000 to Passion Pictures (Films) Limited in respect of this loan (2023: £40,000).
During the period, Keo Films Limited made sales of £770 (2023: £nil) and purchases of £132,227 (2023: £159,999) with Keo Properties Limited, a company in which a director of Keo Films Limited has a material shareholding. As at 31 March 2024, there were no amounts due to or from Keo Properties Limited (2023: the company owed £16,000 to Keo Properties Limited).
14
Parent company
The immediate and ultimate parent company is Passion Holdings Limited, a company registered in England and Wales.
Passion Holdings Limited is the parent undertaking of the smallest and the largest group, that prepares consolidated financial statements that include the company. Copies can be obtained from 33-34 Rathbone Place, London, W1T 1JN.
The ultimate controlling party is A Ruhemann by virtue of his shareholding in the parent company.
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