Porr Slovakia Ltd
Annual Report and Financial Statements
For the year ended 31 December 2024
Company registration number 10159013 (England and Wales)
Porr Slovakia Ltd
Company Information
Directors
D Czerny
W Kainzmeier
Company number
10159013
Registered office
4 Longwalk Road
Stockley Park
Uxbridge
UB11 1FE
United Kingdom
Auditor
Moore Kingston Smith LLP
The Shipping Building
The Old Vinyl Factory
Blyth Road
Hayes
London
UB3 1HA
Business address
4 Longwalk Road
Stockley Park
Uxbridge
UB11 1FE
United Kingdom
Porr Slovakia Ltd
Contents
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 7
Income statement
8
Statement of financial position
9
Statement of changes in equity
10
Notes to the financial statements
11 - 17
Porr Slovakia Ltd
Directors' Report
For the year ended 31 December 2024
Page 1

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company is to facilitate the financing for the investment it holds in Zero Bypass (Holdings) Limited.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

D Czerny
W Kainzmeier
Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

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

On behalf of the board
D Czerny
W Kainzmeier
Director
Director
24 February 2025
Porr Slovakia Ltd
Directors' Responsibilities Statement
For the year ended 31 December 2024
Page 2

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.

Porr Slovakia Ltd
Independent Auditor's Report
To the Member of Porr Slovakia Ltd
Page 3
Opinion

We have audited the financial statements of Porr Slovakia Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 'Reduced Disclosure Framework' (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 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.

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 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.

Porr Slovakia Ltd
Independent Auditor's Report (Continued)
To the Member of Porr Slovakia Ltd
Page 4

Opinions on other matters prescribed by the Companies Act 2006

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

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, 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.

Porr Slovakia Ltd
Independent Auditor's Report (Continued)
To the Member of Porr Slovakia Ltd
Page 5
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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Porr Slovakia Ltd
Independent Auditor's Report (Continued)
To the Member of Porr Slovakia Ltd
Page 6

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 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 in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Porr Slovakia Ltd
Independent Auditor's Report (Continued)
To the Member of Porr Slovakia Ltd
Page 7

Use of our report

This report is made solely to the company’s member 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 member, those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Amar Shah (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
26 February 2025
Chartered Accountants
Statutory Auditor
The Shipping Building
The Old Vinyl Factory
Blyth Road
Hayes
London
UB3 1HA
Porr Slovakia Ltd
Income Statement
For the year ended 31 December 2024
Page 8
2024
2023
Notes
£
£
Administrative expenses
(30,741)
(19,093)
Investment income
6
552,689
556,244
Finance costs
7
(531,978)
(551,950)
Loss before taxation
(10,030)
(14,799)
Tax on loss
8
-
0
-
0
Loss and total comprehensive income for the financial year
(10,030)
(14,799)
Porr Slovakia Ltd
Statement Of Financial Position
As at 31 December 2024
Page 9
2024
2023
Notes
£
£
£
£
Non-current assets
Investments
9
2,660
2,660
Trade and other receivables falling due after more than one year
10
7,763,410
8,361,617
7,766,070
8,364,277
Current assets
Trade and other receivables
10
201,798
-
Current liabilities
11
(12,000)
(77,200)
Net current assets/(liabilities)
189,798
(77,200)
Total assets less current liabilities
7,955,868
8,287,077
Non-current liabilities
11
(7,866,963)
(8,188,142)
Net assets
88,905
98,935
Equity
Called up share capital
12
1
1
Share premium account
13
8,561
8,561
Retained earnings
80,343
90,373
Total equity
88,905
98,935
The financial statements were approved by the board of directors and authorised for issue on 24 February 2025 and are signed on its behalf by:
D  Czerny
W  Kainzmeier
Director
Director
Company Registration No. 10159013
Porr Slovakia Ltd
Statement of Changes in Equity
For the year ended 31 December 2024
Page 10
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
Balance at 1 January 2023
1
8,561
105,172
113,734
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(14,799)
(14,799)
Balance at 31 December 2023
1
8,561
90,373
98,935
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(10,030)
(10,030)
Balance at 31 December 2024
1
8,561
80,343
88,905
Porr Slovakia Ltd
Notes to the Financial Statements
For the year ended 31 December 2024
Page 11
1
Accounting policies
Company information

Porr Slovakia Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 4 Longwalk Road, Stockley Park, Uxbridge, UB11 1FE, United Kingdom.

 

The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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. In preparing these financial statements, the company applies the measurement and recognition requirements of International Financial Reporting Standards in accordance with UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006. The principal accounting policies adopted are set out below.

Reduced disclosures

The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements and, where relevant, equivalent disclosures have been made in the group accounts of the ultimate company, in accordance with FRS 101:

 

 

The financial statements of PORR Slovakia Ltd are consolidated into the financial statements of PORR AG, the ultimate parent company. PORR AG are listed on the Vienna stock exchange. The consolidated financial statements of PORR AG are available from Absberggasse 47, 1100 Vienna, Austria and are also available on the company's website.

 

The company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.

Porr Slovakia Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 12
1.2
Going concern

PORR Slovakia Ltd hatrued net assets at the year-end date of £88,905. The company is reliant on the loan made to Zero Bypass (Holdings) Limited (2024: £7,763,410) being repaid in order for the company to be able to repay its loan to PORR Beteiligungen und Management GmbH (2024: £7,866,963).

 

The directors have received confirmation from PORR AG (as its ultimate parent company) that should Zero Bypass Limited be unable to repay the loan issued to them by PORR Slovakia Ltd, then PORR AG will repay the loan and any associated interest to PORR Slovakia Ltd.

 

The directors have received confirmation from PORR Beteiligungen und Management GmbH that they will provide sufficient financial support to PORR Slovakia Ltd to enable it to continue to trade and to meet its liabilities as they fall due, for a period of at least one year from the date of approval of these financial statements. They have further confirmed that they will not seek repayment of the amount owed to them by the company until such time as the company is able to repay the loan without compromising its ability to continue to trade and to meet its liabilities as they fall due.

 

In view of this, the directors consider it appropriate to prepare the accounts on the going concern basis.

1.3
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.4
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Porr Slovakia Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 13
Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.5
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

 

 

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Porr Slovakia Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 14
Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.6
Equity instruments

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

1.7
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 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 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.

1.8
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.

Porr Slovakia Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 15
2
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The directors have considered whether any critical judgements or estimates have been made in preparing the financial statements and they believe there are none to note.

3
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
8,661
(1,782)
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
3,000
2,750
For other services
Tax services
3,500
3,250
Other services
3,500
3,250
Total non-audit fees
7,000
6,500
5
Employees

The company did not have any employees throughout the year. (2023: Nil).

6
Investment income
2024
2023
£
£
Interest income
Interest receivable from group companies
552,689
556,244
Porr Slovakia Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 16
7
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
531,978
551,950
8
Taxation
2024
2023
£
£

The charge for the year can be reconciled to the loss per the income statement as follows:

2024
2023
£
£
Loss before taxation
(10,030)
(14,799)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 25.00%)
(2,508)
(3,700)
Unutilised tax losses carried forward
2,508
3,700
Taxation charge for the year
-
-
9
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Other investments
-
0
-
2,660
2,660
10
Trade and other receivables
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Amount owed by parent undertaking
201,798
-
0
-
0
-
0
Amounts owed by related parties
-
-
7,763,410
8,361,617
201,798
-
7,763,410
8,361,617

During the year ended 31 December 2021, the company made a loan of €8,659,831 to Zero Bypass Limited, a subdisidary of Zero Bypass (Holdings) Limited. Interest accrues on the loan from 16 September 2021 at a rate of 6.9% per annum.

Porr Slovakia Ltd
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 17
11
Trade and other payables
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Amount owed to parent undertaking
-
0
66,100
-
0
-
0
Amounts owed to fellow group undertakings
-
-
7,866,963
8,188,142
Accruals
12,000
11,100
-
0
-
0
12,000
77,200
7,866,963
8,188,142

During the year ended 31 December 2021, the company received a loan amount of €8,659,831 from the immediate parent undertaking. Interest accrues on the loan from 21 December 2021 at a rate of 6.9% per annum.

12
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
13
Share premium account
2024
2023
£
£
At the beginning and end of the year
8,561
8,561
14
Related party transactions

The company has taken advantage of the exemption under FRS 101 from the requirements in 'IAS 24 Related Party Disclosures' to disclose related party transactions entered into between two or more members of a group.

15
Controlling party

The immediate parent company is PORR Beteiligungen und Management GmbH, a company incorporated in Austria, whose registered office is Absberggasse 47,1100 Vienna, Austria.

 

The ultimate parent company is PORR AG, a company incorporated in Austria, which is the largest and smallest group to consolidate these financial statements. PORR AG are listed on the Vienna stock exchange. The consolidated financial statements of PORR AG are available from Absberggasse 47, 1100 Vienna, Austria and are also available on the company's website.

 

The directors do not consider there to be one ultimate controlling party.

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