Company registration number 10119615 (England and Wales)
GWENT HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
GWENT HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mrs J H Lewis
Mr A J Lewis
Company number
10119615
Registered office
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
GWENT HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 10
Profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 38
GWENT HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

Promoting the success of the company

This report sets out how the directors comply with the requirements of section 172 Companies Act 2006 and how these requirements have impacted on the decision making of the Gwent Holdings Limited directors.

Our directors have always acted in good faith in ways which promote the success of the company and the group with regard to its members and stakeholders whilst maintaining the highest level of business conduct.

The group's coal operations are governed by external planning consents, coal licences and coal resources and the group plans to operate safely and responsibly within these constraints.

Coaling is now completed and the site will be restored in accordance with the agreed terms of the reclamation project.

The group's healthcare activities are regulated by the Healthcare Inspectorate of Wales who carry out regular inspections and audits of the hospital and its services.

The likely consequences of any decision in the long term

The directors constantly review the capital expenditure requirements across the group and are committed to ensuring that all operations have the investment required. Progress is constantly reviewed in order to achieve both the extraction and the restoration targets.

Funding is provided via the holding company where appropriate.

The interest of the employees

The directors recognise the importance of all Employees and their roles in the group.

Health and safety remains an absolute priority in both the mining and healthcare activities and additional measures were introduced immediately during Covid 19 to minimise any risk to the workforce.

The group engages regularly with the workforce through toolbox talks and other forms of communication.

The need to foster the group’s business relationships with suppliers, customers and others

The directors understand the importance of our suppliers to achieve the long-term plans of the business. Supplier relationships are key to the business and regular meetings and performance reviews are carried out to ensure the quality of supplies and services are maintained.

All customers are regularly contacted to support our relationship and to ensure quality standards and delivery terms are achieved.

Other stakeholders include governing bodies, local authorities, finance partners, regulatory bodies and residents.

The impact of the group's operations on the community and environment

The directors are particularly aware of the impact of the restoration project on the local community and operates in ways which minimises the impact on the environment, wildlife and residents in the local community. Funding and sponsorship are provided for many local events.

Desirability of the group maintaining a reputation for high standards of business conduct

The directors ensure the reputation of the group is maintained in all business transactions.

There is a commitment to ensure the workforce fully reflects society and is included as a key element to deliver the corporate plan.

The need to act fairly between members of the company

The group is family owned and regularly engages with the directors of the company.

GWENT HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Fair review of the business

The results of these financial statements includes the consolidated position of the group. The most significant trading activity of the group in the year continued to be represented by the coal mining operations of Merthyr (South Wales) Limited, the healthcare operations of St Joseph's Independent Hospital Limited and income from property rentals and plant hire.

 

The results are presented on page 11.

 

Group revenue decreased by £24.0m (23%) from £102.8m to £78.8m; coal sales fell by £20.6m (27%) from £75.2m to £54.6m. The hospital contributed approximately £24.1m (2022: £27.6m) to group revenue in the year to 31 December 2023.

 

Group profitability decreased significantly due to a combination of factors including £28.5m of exceptional items (2022: £3.0m) and decreases in profitability of the coaling operations as well as the results of St Joseph's Independent Hospital Limited; resulting in a profit before tax for the year of £0.4m (2022: £38.3m).

 

Group net assets at 31 December 2023 were £62.2m (2022: £72.5m).

Performance review - Coal operations

All coaling operation ceased on 30 November 2023. All former miners were made redundant with effect from this date. All remaining coal was sold by February 2024.

 

The directors are satisfied with the group's coal operational performance during the year. The total tonnage of coal sales in the year was 355,481 (2022: 495,764) a 28% decrease. The average coal price achieved increased by 1.3% to £153.62 per tonne. Sales, was historically one of the company's key measures of operating effectiveness.

 

GP% which is one of the company's key areas of operating effectiveness was 7.6% for the year ended 31 December 2023 compared to 14.5% for the year ended 31 December 2022. GP has again been significantly impacted by exceptional items.

 

The gross profit includes £11.6m (2022: £18.0m) of exceptional items related to provision adjustments and royalty payments to the landowner for consent to extract mining reserves and increased costs of working including site stability and restoration issues (see note 2, 8, 18, 23); adjusting for these items the GP% was 29.0% compared to 38.4% in 2022.

GWENT HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Performance review - Healthcare

The companies key performance indicators (KPI's) for the third year of trading were:

 

2023         2022

Outpatients                     35,909         43,179                    

Admissions                     5,718         8,324

Patient Day Equivalents                 7,073         9,883

Imaging                         13,004         14,754

Physiotherapy                     14,107         13,345

 

 

 

The directors were very satisfied with the KPI's achieved during the year which demonstrate continuing growth in all core areas of the business.

 

Revenue fell by 12.7% to £24.1m. GP% was 45.3% compared to 53.1% .

 

The hospital's purpose is to make a positive difference to our patient's lives through outstanding personalised care and forms the bedrock on which we base all our strategic decisions. Consequently, the hospital has continued to invest in infrastructure improvements.

 

Performance review - Parent company

The company has invested in property and plant and machinery in previous years and is now generating revenue from those assets; the company's revenue for the year ended 31 December 2023 was £9.6m and its profit before taxation was £16.4m.

Principal risks and uncertainties

 

Mining Operations

The principal activity is the reclamation of direct land to the east of Merthyr Tydfil, South Wales, through the operation of a surface coal mine. The principal risks and uncertainties faced by the group in relation to these operations are:

 

Market

The group works in close co-operation with the relevant regulatory authorities to satisfy both the planning permissions and licence requirements.

The world commodity markets determines the price of coal but the group minimises risk by securing fixed term contracts with key customers.

 

Operations

Our mining Engineers are constantly reviewing detailed geographical and engineering models to maximise efficiencies within the mine.

 

Heavy equipment is used in the restoration project and health and safety is of primary concern to the business. Working practices are designed to ensure safety and also minimise the impact of the project on local residents and the local environment.

Healthcare

The principal activity is the operation of the St Joseph's private hospital; the principal risks relating to these trading activities are:

Health & Safety

The group has in place a rigorous and far-reaching health & safety policy and is committed to adhering to all legislation requirements imposed through enforcing authorities.

GWENT HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Risk Management

Coal operations

The principle risk for the group is to achieve sales for the product at satisfactory pricing levels. Currently these remain positive and are likely to be so for the foreseeable future.

 

The UK Steel and Cement sectors provide our key customer base. Our mine plan is fully-costed and regularly reviewed and includes appropriate allowances for contingencies such as adverse weather. The most significant variable cost is fuel. Coal prices and fuel costs are currently providing a natural hedge. Full account has been taken for funding the restoration obligation in the future costs and cash flows.

 

Hospital

Whilst there remains a level of uncertainty in the wider economy due to the ongoing pandemic the board is confident that the group can withstand this. The group continued to invest significantly in 2023 and activities continued to increase significantly.

Financial risks

The group's activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk.

Cash flow risk - Loans bear fixed interest rates, therefore the group does not have significant exposure to adverse movements in interest rates.

Credit risk - The group's principal financial assets are bank balances and cash, and trade and other receivables. The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. The group does have a concentration of credit risk, with a small number of counterparties and customers; the group actively manages this risk.

Liquidity risk - In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long-term equity and short-term debt finance.

Price risk - The group does have significant exposure to price risk particularly in the mining operations as noted above.

On behalf of the board

Mrs J H Lewis
Director
14 March 2025
GWENT HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company is that of a holding and investment company. As set out in the strategic report, the group's principal activities are the operation of a surface coal mine, and the provision of elective surgery and other medical services to private and NHS patients.

Results and dividends

The results for the year are set out on page 11, a review of business is set out in the strategic report on page 2.

Ordinary dividends were paid amounting to £6,500,000. The directors do not recommend payment of a further dividend.

Directors

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

Mrs J H Lewis
Mr A J Lewis
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Auditor

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

Energy and carbon report

The group's subsidiary, Merthyr (South Wales) Limited is the only entity within the group required to report in accordance with the Streamlined Energy and Carbon legislation. We have reported on all sources of GHG emissions and Energy usage in relation to Merthyr (South Wales) Limited:

2023
2022
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
811,649
880,367
GWENT HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
-
-
- Fuel consumed for owned transport
9,855.00
14,216.00
9,855.00
14,216.00
Scope 2 - indirect emissions
- Electricity purchased
795,714.00
858,661.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
56.00
3,712.00
Total gross emissions
805,625.00
876,589.00
Intensity ratio
Tonnes CO2e per £'m of revenue
0.0148
0.0117
Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £'m of revenue.

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 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 auditor of the company is aware of that information.

Going Concern

The group's coal licence expired and coaling ceased on 30 November 2023. All miners were made redundant. The group continued to sell the remaining coal extracted until February 2024. The group now has no alternative other than to cease trading with regards to it's mining operations.

 

The healthcare operations continued to grow in terms of revenue and profitability.

 

The directors have prepared cashflow projections for the group and at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to meet its debts as they fall due, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

On behalf of the board
Mrs J H Lewis
Director
14 March 2025
GWENT HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -

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 group and company, and of the profit or loss of the group 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 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. They are 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.

GWENT HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GWENT HOLDINGS LIMITED
- 8 -
Opinion

We have audited the financial statements of Gwent Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, 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.

Emphasis of matter - provisions

We draw attention to note 2, which explains that the groups restoration provision is based on the existing planning consent and original restoration plan and that certain costs within the provision relate to recharges from other group companies. Changes to the restoration plan could have a fundamental affect on the provision. Our opinion is not modified in respect of this matter, however it is significant to the understanding of the financial statements.

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 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 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.

GWENT HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GWENT HOLDINGS LIMITED
- 9 -

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 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 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 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 directors either intend to liquidate the parent 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.

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

GWENT HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GWENT HOLDINGS LIMITED
- 10 -

We assessed the susceptibility of the group and parent company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

To address the risk of fraud through management bias and override of controls, we:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 group and parent 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.

Mr Paul Byett (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
14 March 2025
Chartered Accountants
Statutory Auditor
Newport
Gwent
United Kingdom
GWENT HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
78,752,137
102,801,753
Cost of sales (including exceptional cost of £26.6m, 2022: £3.0m)
8
(70,104,257)
(49,862,151)
Gross profit
8,647,880
52,939,602
Distribution costs
-
0
(252,213)
Administrative expenses (including exceptional items of £2.0m, 2022: £nil)
(12,778,542)
(12,482,046)
Other operating income
248,550
174,523
Operating (loss)/profit
4
(3,882,112)
40,379,866
Interest receivable and similar income
9
7,721,062
949,221
Interest payable and similar expenses
10
(3,468,744)
(2,606,204)
Amounts written off investments
11
-
(378,236)
Profit before taxation
370,206
38,344,647
Tax on profit
12
(4,195,116)
(8,096,802)
(Loss)/profit for the financial year
(3,824,910)
30,247,845
(Loss)/profit for the financial year is attributable to:
- Owners of the parent company
(4,601,308)
27,783,682
- Non-controlling interests
776,398
2,464,163
(3,824,910)
30,247,845

The profit and loss account has been prepared on the basis that all operations are continuing operations. The coaling operations which comprise a significant proportion of the group's activities were discontinued post year end.

GWENT HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
£
£
(Loss)/profit for the year
(3,824,910)
30,247,845
Other comprehensive income
-
-
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
(3,824,910)
30,247,845
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(4,601,308)
27,783,682
- Non-controlling interests
776,398
2,464,163
(3,824,910)
30,247,845
GWENT HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
15
-
0
3,235,245
Tangible assets
16
15,068,544
17,484,555
Investment property
17
11,493,028
11,846,047
Investments
18
9,322,173
8,910,923
35,883,745
41,476,770
Current assets
Stocks
20
2,036,484
2,986,476
Debtors
22
39,096,630
38,268,577
Cash at bank and in hand
120,909,915
95,138,586
162,043,029
136,393,639
Creditors: amounts falling due within one year
23
(44,595,737)
(29,345,565)
Net current assets
117,447,292
107,048,074
Total assets less current liabilities
153,331,037
148,524,844
Provisions for liabilities
Provisions
27
91,173,578
75,948,885
Deferred tax liability
25
-
0
93,590
(91,173,578)
(76,042,475)
Net assets
62,157,459
72,482,369
Capital and reserves
Called up share capital
28
1
1
Profit and loss reserves
54,411,980
65,513,288
Equity attributable to owners of the parent company
54,411,981
65,513,289
Non-controlling interests
7,745,478
6,969,080
Total equity
62,157,459
72,482,369
The financial statements were approved by the board of directors and authorised for issue on 14 March 2025 and are signed on its behalf by:
14 March 2025
Mrs J H Lewis
Director
Company registration number 10119615 (England and Wales)
GWENT HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
16
1,153,776
2,748,344
Investment property
17
11,493,028
11,846,047
Investments
18
11,622,274
11,211,024
24,269,078
25,805,415
Current assets
Debtors
22
30,491,246
27,837,640
Cash at bank and in hand
118,270,182
83,338,836
148,761,428
111,176,476
Creditors: amounts falling due within one year
23
(108,549,853)
(78,961,950)
Net current assets
40,211,575
32,214,526
Net assets
64,480,653
58,019,941
Capital and reserves
Called up share capital
28
1
1
Profit and loss reserves
64,480,652
58,019,940
Total equity
64,480,653
58,019,941

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 £12,960,712 (2022 - £8,567,454 profit).

The financial statements were approved by the board of directors and authorised for issue on 14 March 2025 and are signed on its behalf by:
14 March 2025
Mrs J H Lewis
Director
Company registration number 10119615 (England and Wales)
GWENT HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
1
38,672,725
38,672,726
3,481,797
42,154,523
Year ended 31 December 2022:
Profit and total comprehensive income
-
27,783,682
27,783,682
2,464,163
30,247,845
Shares issued to non-controlling interest
-
-
-
80,001
80,001
Disposal of non controlling interest
-
(943,119)
(943,119)
943,119
-
Balance at 31 December 2022
1
65,513,288
65,513,289
6,969,080
72,482,369
Year ended 31 December 2023:
Loss and total comprehensive income
-
(4,601,308)
(4,601,308)
776,398
(3,824,910)
Dividends
13
-
(6,500,000)
(6,500,000)
-
(6,500,000)
Balance at 31 December 2023
1
54,411,980
54,411,981
7,745,478
62,157,459
GWENT HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
1
49,452,486
49,452,487
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
8,567,454
8,567,454
Balance at 31 December 2022
1
58,019,940
58,019,941
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
12,960,712
12,960,712
Dividends
13
-
(6,500,000)
(6,500,000)
Balance at 31 December 2023
1
64,480,652
64,480,653
GWENT HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
35
35,741,547
41,253,264
Interest paid
(748,692)
(1,058,204)
Income taxes (paid)/refunded
(10,118,890)
1,308,096
Net cash inflow from operating activities
24,873,965
41,503,156
Investing activities
Purchase of tangible fixed assets
(1,386,652)
(8,809,384)
Proceeds from disposal of tangible fixed assets
1,596,657
932,992
Purchase of investment property
(739,511)
(1,970,059)
Proceeds from disposal of investment property
2,355,505
42,973
Purchase of investments
(411,250)
(4,707,964)
Proceeds from disposal of investments
-
1,945,000
Movement in directors loan account
(1,521,721)
(2,004,855)
Interest received
7,524,728
935,532
Net cash generated from/(used in) investing activities
7,417,756
(13,635,765)
Financing activities
Issue of shares to NCI
-
0
80,001
Payment of finance leases obligations
(20,392)
(102,086)
Dividends paid to equity shareholders
(6,500,000)
-
0
Net cash used in financing activities
(6,520,392)
(22,085)
Net increase in cash and cash equivalents
25,771,329
27,845,306
Cash and cash equivalents at beginning of year
95,138,586
67,293,280
Cash and cash equivalents at end of year
120,909,915
95,138,586
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
1
Accounting policies
Company information

Gwent Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Bradbury House, Mission Court, Newport, Gwent, United Kingdom, NP20 2DW.

 

The group consists of Gwent Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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

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

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.2
Basis of consolidation

The consolidated financial statements incorporate those of Gwent Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

 

The acquisition of Gwent Investments Limited has been treated as a group reconstruction since there was no change in the ultimate ownership. Accordingly the acquisition was accounted for using the merger accounting method.

 

Merthyr (Holdings) Limited, Merthyr (South Wales) Limited and St Joseph's Independent Hospital Limited have been included in the group financial statements using the purchase method of accounting.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

 

In the parent company financial statements, group reorganisation relief has been applied to the acquisition of Gwent Investments Limited in accordance with s.612 of the Companies Act 2006 therefore no premium has been accounted for and the investment has been recorded at the nominal value of the shares issued.

1.3
Going concern

The group's coal licence expired and coaling ceased on 30 November 2023. All miners were made redundant. The group continued to sell the remaining coal extracted until February 2024. The group now has no alternative other than to cease trading it's mining operations. The accounts of Merthyr (South Wales) Limited have been prepared on a basis other than going concern.

 

The healthcare operations continued to grow in terms of revenue and profitability.

 

The directors have prepared cashflow projections for the group and at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to meet its debts as they fall due, thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover relates to amounts derived from coal sales and other services. Turnover is recognised at the fair value of the consideration received or receivable, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
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 was impaired to £nil in the current year as all coaling operations ceased on 30 November 2023.

1.6
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.

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -

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:

Land and buildings - coal
Coal Extraction basis
Improvements to property
50 years
Plant and machinery / Fixtures and fittings
3 - 15 years
Deferred stripping costs
Not depreciated
Mining projects
Coal Extraction basis
Restoration asset
Coal Extraction basis
Motor vehicles
4 - 5 years

Freehold land and assets in the course of construction are not depreciated.

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 profit and loss account.

Deferred stripping costs

Stripping costs incurred during the production stage of operations are deferred and included within fixed assets. The amount of stripping cost deferred is based on the ratio of overburden removed to coal extraction. Stripping costs incurred in the period are deferred to the extent the current period ratio exceeds the life of mine ratio. Such deferred costs are charged against profits to the extent that, in subsequent periods, the ratio is below the life of mine ratio. The remaining balance has been released as coaling ceased in 2023.

 

Mining projects

Mining projects include the costs of site establishment and costs incurred prior to commencement of operations and costs transferred from intangible fixed assets. Costs have now been fully written off.

 

Restoration and closure costs

The total costs of reinstatement of soil excavation and of surface restoration are recognised as a provision at site commissioning when the obligation arises. The amount provided represents the present value of the expected costs. Costs are charged to the provision as incurred and the unwinding of the discount is included in the interest charge for the year. An asset is created for an amount equivalent to the initial provision. This is charged to the profit and loss account on a coal extraction basis over the life of the site. The asset is now fully amortised,

1.7
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.8
Fixed asset investments

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

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

 

Investments in prestige vehicles are measured at fair value through profit or loss, except for vehicles 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.

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.9
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.

1.10
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.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.11
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 balance sheet 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.

 

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
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 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 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 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.

1.13
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group 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.

1.14
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.

1.15
Retirement benefits

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

1.16
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.17
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
Judgements and key sources of estimation uncertainty

In the application of the group’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.

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 24 -
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.

Going concern

The company's subsidiary, Merthyr South Wales’ coal licence expired and coaling ceased on 30 November 2023, the director had no alternative other than for the Merthyr South Wales to cease trading, therefore Merthyr South Wales’ accounts have been prepared on a basis other than going concern. No significant adjustments were required as a result of ceasing to adopt the going concern basis. The director is satisfied that there is no significant risk that Merthyr South Wales will not be able to meet its liabilities as they fall due and hence we are satisfied that its ceasing to be a going concern does not impact on the company’s or the group’s ability to continue as a going concern.

 

The directors have prepared cashflow projections and at the time of approving the financial statements, the directors have a reasonable expectation that the company and the group has adequate resources to meet its debts as they fall due, however, since the director has no alternative other than for the company to cease trading, these financial statements have been prepared on a basis other than going concern; no significant adjustments were required as a result of ceasing to adopt the going concern basis.

 

Restoration provision

The restoration provision is based on managements best estimate of the cash flow expected in order to restore the mine in accordance with the planning consent. The restoration is based on the original restoration plan. Changes to any of the factors included in the estimate can have a significant impact on the overall expected cost; in particular the overall cost is significantly impacted by the cost of plant including fuel. As discussed further in notes 8 and 18 the provision was re-assessed during the year and as a consequence the estimate was increased by £15.2m, including the unwinding of discount, this is made up of a increase in the provision of £12.5m (debit to cost of sales) and an unwinding discount of £2.7m (debit to finance costs) (2022: £18.0m was debited to the profit and loss account). The credit to cost of sales is regarded as an exceptional item, refer to note 8. The increase in the current year is the net effect of reduction in fuel costs and increase in plant hire costs. In the prior year some of the plant hire costs were hired from other group companies however following the disposal of heavy plant by the group, restoration will now require hire of plant from third parties, this has resulted in an increase in the provision by £15.0m in the current year.

Restoration asset

A restoration asset was created for an amount equipment to the initial provision. The asset is amortised on a unit of production basis. The carrying value of the restoration asset is therefore susceptible to the same uncertainties as the provision. The amortisation charge is affected by estimates of remaining reserves.

Other assets amortised on the unit of production basis

Mining rights (Intangible) and Mining Projects (Tangible) are also amortised on a unit of production basis, therefore the amortisation of these assets is also affected by the estimate of future recoverable reserves.

Deferred stripping

As disclosed in section 1 above costs are deferred to the extent that the current ratio of overburden to coal exceeds the ratio expected in the company's life of mine (LOM) projections and costs are released when the current ratio is below the LOM rate. These ratios are derived from extensive geographical survey and bore-hole testing, however the asset can clearly be significantly affected by managements judgement and estimate of future coal recovery and much shift.

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Coal
54,609,315
75,178,533
Healthcare
24,137,439
27,623,220
Other
5,383
-
78,752,137
102,801,753
2023
2022
£
£
Other revenue
Interest income
7,721,062
949,221

All turnover relates to the UK by origin and destination.

4
Operating (loss)/profit
2023
2022
£
£
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
2,575,157
2,939,247
Profit on disposal of tangible fixed assets
(742,965)
(1,559,909)
Profit on disposal of investment property
(1,262,975)
-
0
Amortisation of intangible assets
-
120,881
Impairment of intangible assets
3,235,245
-
0
Exceptional items (note 8)
28,604,823
2,954,051
Operating lease charges
18,000
18,000
5
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
Site operatives - Mining
83
98
-
-
Management and administration - Mining
18
19
-
-
Clinical - Hospital
168
178
-
-
Non-clinical - Hospital
118
121
-
-
387
416
-
0
-
0
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
14,580,884
13,658,813
-
0
-
0
Social security costs
1,297,720
1,407,051
-
-
Pension costs
503,065
682,456
-
0
-
0
16,381,669
15,748,320
-
0
-
0
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
15,500
15,000
Audit of the financial statements of the company's subsidiaries
48,000
45,000
63,500
60,000
For other services
Taxation compliance services
16,500
15,650
All other non-audit services
11,500
10,650
28,000
26,300
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
89,834
138,192
Company pension contributions to defined contribution schemes
72,498
-
162,332
138,192
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
8
Exceptional costs

Exceptional items included in cost of sales

Restoration provision/asset

As discussed in notes 2 and 18 during the year the directors again reassessed the restoration provision based on current operating costs in particular diesel prices which have decreased significantly and increased plant hire costs, which as a result increased the restoration provision by £15.2m to £91.2m (including the unwinding of the discount). This is made up of a increase in the provision of £12.5m (debit to cost of sales) and unwinding of discount of £2.7m (debit to finance costs) (2022: £3.0m was debited to the profit and loss account). The debit to cost of sales is regarded as an exceptional item. The significant increase in the current year provision is a result of increased plant hire costs from third parties to complete required restoration.

 

This followed an increase in the restoration provision of £3.0m in 2022 and these increases were principally a result of increases in plant hire and diesel prices.

 

Royalties

The company incurred exceptional royalty costs of £14.1m (£54.17 per tone); being payments to the landowner for consent to extract mining reserves and increased costs of working including site stability and restoration issues (see note 23).

 

Exceptional items included in administrative expenses

Impairment of goodwill

Included within administrative costs is impairment of goodwill of £3.2m as all coaling operations ceased on 30 November 2023 (see note 14).

 

Profit on sale of investment properties

Included within administrative costs is profit on the sale of investment properties of £1.3m (see note 17).

9
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
7,523,815
878,702
Other interest income
197,247
70,519
Total income
7,721,062
949,221
10
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
-
114,859
Interest on finance leases and hire purchase contracts
453
10,118
Unwinding of discount on provisions
2,720,052
1,548,000
Other interest
748,239
933,227
Total finance costs
3,468,744
2,606,204

Other interest relates to interest on overdue taxation.

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
11
Amounts written off investments
2023
2022
£
£
Gain/(loss) on disposal of investments held at fair value
-
(378,236)
12
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
4,059,268
7,068,194
Adjustments in respect of prior periods
284,603
599,488
Total current tax
4,343,871
7,667,682
Deferred tax
Origination and reversal of timing differences
(148,755)
429,120
Total tax charge
4,195,116
8,096,802

The actual 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
370,206
38,344,647
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
87,072
7,285,483
Tax effect of expenses that are not deductible in determining taxable profit
4,696,638
717,273
Tax effect of income not taxable in determining taxable profit
(851,420)
-
0
Gains not taxable
-
0
(46,954)
Unutilised tax losses carried forward
1,091
(580)
Adjustments in respect of prior years
281,361
599,488
Permanent capital allowances in excess of depreciation
(17,362)
(489,643)
Depreciation on assets not qualifying for tax allowances
-
31,735
Superdeduction
15,344
-
0
Effect of changes in tax rate
(17,608)
-
0
Taxation charge
4,195,116
8,096,802
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
13
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
6,500,000
-
14
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Goodwill
15
3,235,245
-
Recognised in:
Administrative expenses
3,235,245
-

The goodwill was impaired as all coaling operations ceased on 30 November 2023.

 

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

15
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
4,700,821
Amortisation and impairment
At 1 January 2023
1,465,576
Impairment losses
3,235,245
At 31 December 2023
4,700,821
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
3,235,245
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.

More information on impairment movements in the year is given in note 14.

 

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
16
Tangible fixed assets
Group
Land and buildings
Improvements to property
Assets under construction
Plant and machinery / Fixtures and fittings
Deferred stripping costs
Mining projects
Restoration asset
Motor vehicles
Total
£
£
£
£
£
£
£
£
£
Cost
At 1 January 2023
5,983,692
3,569,494
2,060,080
18,691,328
373,814
11,048,344
6,909,629
1,446,104
50,082,485
Additions
-
0
1,075,298
-
0
314,579
(3,225)
-
0
-
0
-
0
1,386,652
Deferral reversal
-
0
-
0
-
0
-
0
(373,814)
-
0
-
0
-
0
(373,814)
Disposals
-
0
(38,093)
-
0
(1,595,524)
-
0
-
0
-
0
-
0
(1,633,617)
Transfers
-
0
1,823,680
(1,823,680)
(109,789)
-
0
-
0
1,425,949
(1,316,160)
-
0
At 31 December 2023
5,983,692
6,430,379
236,400
17,300,594
(3,225)
11,048,344
8,335,578
129,944
49,461,706
Depreciation and impairment
At 1 January 2023
3,955,581
87,924
-
0
9,139,208
-
0
11,048,344
7,046,106
1,320,767
32,597,930
Depreciation charged in the year
104,872
133,904
-
0
2,322,759
(108)
-
0
-
0
13,730
2,575,157
Eliminated in respect of disposals
-
0
(127)
-
0
(779,798)
-
0
-
0
-
0
-
0
(779,925)
Transfers
-
0
-
0
-
0
(35,247)
-
0
-
0
1,289,472
(1,254,225)
-
0
At 31 December 2023
4,060,453
221,701
-
0
10,646,922
(108)
11,048,344
8,335,578
80,272
34,393,162
Carrying amount
At 31 December 2023
1,923,239
6,208,678
236,400
6,653,672
(3,117)
-
0
-
0
49,672
15,068,544
At 31 December 2022
2,028,111
3,481,570
2,060,080
9,552,120
373,814
-
0
(136,477)
125,337
17,484,555
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
Company
Plant and machinery / Fixtures and fittings
£
Cost
At 1 January 2023
3,989,476
Additions
15,883
Disposals
(1,430,000)
At 31 December 2023
2,575,359
Depreciation and impairment
At 1 January 2023
1,241,132
Depreciation charged in the year
798,451
Eliminated in respect of disposals
(618,000)
At 31 December 2023
1,421,583
Carrying amount
At 31 December 2023
1,153,776
At 31 December 2022
2,748,344
17
Investment property
Group
Company
2023
2023
£
£
Fair value
At 1 January 2023
11,846,047
11,846,047
Additions through external acquisition
739,511
739,511
Disposals
(1,092,530)
(1,092,530)
At 31 December 2023
11,493,028
11,493,028

Investment property comprises of freehold property held for capital appreciation. The fair value of the investment property has been arrived at on the basis of a valuation carried out at independent third parties, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

The carrying value of land and buildings comprises:

Group
Company
2023
2022
2023
2022
£
£
£
£
Freehold
11,303,989
11,846,047
11,303,989
11,846,047
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
18
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
19
-
0
-
0
2,300,101
2,300,101
Investments in prestige vehicles
9,322,173
8,910,923
9,322,173
8,910,923
9,322,173
8,910,923
11,622,274
11,211,024
Movements in fixed asset investments
Group
Investments in prestige vehicles
£
Cost or valuation
At 1 January 2023
8,910,923
Additions
411,250
At 31 December 2023
9,322,173
Carrying amount
At 31 December 2023
9,322,173
At 31 December 2022
8,910,923
Movements in fixed asset investments
Company
Shares in group undertakings
Investments in prestige vehicles
Total
£
£
£
Cost or valuation
At 1 January 2023
2,300,101
8,910,923
11,211,024
Additions
-
411,250
411,250
At 31 December 2023
2,300,101
9,322,173
11,622,274
Carrying amount
At 31 December 2023
2,300,101
9,322,173
11,622,274
At 31 December 2022
2,300,101
8,910,923
11,211,024
19
Subsidiaries

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

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
19
Subsidiaries
(Continued)
- 33 -
Name of undertaking
Class of
% Held
shares held
Direct
Indirect
Gwent Investments Limited
Ordinary
100.00
-
Merthyr (Holdings) Limited
Ordinary
-
100.00
Merthyr (South Wales) Limited
Ordinary
-
100.00
Merthyr (Ffos-y-Fran) Limited
Ordinary
-
100.00
Ffos-y-fran (Commoners) Limited
Ordinary
-
100.00
Merthyr (Nominee No. 1) Limited
Ordinary
-
100.00
Ffos-y-Fran Limited partnership
Ordinary
-
100.00
St Joseph's Independent Hospital Limited
Ordinary
37.50
-
PMG Gwern Y Domen Limited
Ordinary
100.00
-

The registered office address for Gwent Investments Limited is Llanover House, Llanover Road, Pontypridd, Rhonda Cynon Taff, CF37 4DY.

 

The registered office address for Merthyr (South Wales) Limited and PMG Gwern Y Domen Limited is Bradbury House, Mission Court, Newport, Gwent, NP20 2DW.

 

The registered office address for Ffos-y-Fran Limited partnership is 4 Stable Street, London, N1C 4AB.

 

The registered office address for St Joseph's Independent Hospital Limited is Harding Avenue, Malpas, Newport, NP20 6ZE.

 

The registered office address for the rest of the companies above is Cwmbargoed Disposal Point, Fochriw Road, Cwmbargoed, Merthyr Tydfil, CF48 4AE.

 

St Joseph's Independent Hospital Limited is regarded as a subsidiary because of the control the company has by virtue of the terms of the shareholder agreement.

20
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Coal stocks
1,417,997
2,224,001
-
-
Other stocks
618,487
762,475
-
0
-
0
2,036,484
2,986,476
-
-
21
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
9,322,173
8,910,923
9,322,173
8,910,923
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
22
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
11,408,508
13,167,768
700,000
-
0
Unpaid share capital
402
402
-
0
-
0
Corporation tax recoverable
194,685
584,940
-
0
-
0
Amounts owed by group undertakings
-
-
18,421,472
18,396,858
Other debtors
11,317,816
8,727,480
11,151,709
8,562,373
Prepayments and accrued income
706,281
701,298
-
0
56,830
23,627,692
23,181,888
30,273,181
27,016,061
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
-
102,356
705,870
Other debtors
15,413,773
15,086,689
-
0
-
0
15,413,773
15,086,689
102,356
705,870
Deferred tax asset (note 25)
55,165
-
0
115,709
115,709
15,468,938
15,086,689
218,065
821,579
Total debtors
39,096,630
38,268,577
30,491,246
27,837,640

Other debtors falling due after more than one year includes cash funds held by LPAs of £15,413,773 (2022: £15,086,689).

 

Cash funds held by Local Planning Authorities (LPAs) are cash balances paid by the company as part of its Section 106 commitments and will be repaid to the company on milestones during the restoration and rehabilitation of the relevant sites.

23
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
24
-
0
20,392
-
0
-
0
Trade creditors
2,450,469
4,046,592
755,938
451,513
Amounts owed to group undertakings
-
0
-
0
94,937,629
70,342,254
Corporation tax payable
11,644,291
17,809,565
6,419,289
5,924,748
Other taxation and social security
1,430,316
1,582,120
829,651
836,524
Other creditors
26,382,042
4,616,418
5,548,117
1,406,911
Accruals and deferred income
2,688,619
1,270,478
59,229
-
0
44,595,737
29,345,565
108,549,853
78,961,950
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
24
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
-
0
20,392
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

25
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
-
93,590
55,165
-
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£
£
£
£
Accelerated capital allowances
-
-
115,709
115,709
Group
Company
2023
2023
Movements in the year:
£
£
Liability/(Asset) at 1 January 2023
93,590
(115,709)
Credit to profit or loss
(148,755)
-
Asset at 31 December 2023
(55,165)
(115,709)

The deferred tax set out above relates to accelerated capital allowances and this is expected to reverse over the useful lives of the related assets.

26
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
503,065
682,456
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
26
Retirement benefit schemes
(Continued)
- 36 -

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.

27
Provisions for liabilities
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Operating provisions
91,173,578
75,948,885
-
-
Deferred tax liabilities
25
-
93,590
-
0
-
0
91,173,578
76,042,475
-
0
-
0
Movements on provisions apart from deferred tax liabilities:
Operating provisions
Group
£
At 1 January 2023
75,948,885
Reversal of provision
12,504,641
Unwinding of discount
2,720,052
At 31 December 2023
91,173,578

The provision relates to the costs of returning land disturbed during mining activities including aftercare costs. Restorations will commence while mining operations are ongoing and the provision is expected to be largely utilised over the next 7 years.

 

As discussed in note 8 the provision was increased by £15.2m (2022: increased by £3.0m).

28
Share capital
Group and company
2023
2022
Ordinary share capital
£
£
Issued and fully paid
1 Ordinary shares of £1 each
1
1
29
Financial commitments, guarantees and contingent liabilities

The Group has entered a lease with The Geraint Morgan Legacy Limited (the land owner); under the terms of the lease, the Group has given an unlimited guarantee and indemnity against all damage; loss; costs claims; and expenses whatsoever resulting from the Mining Operations or restoration and aftercare of the Mining Land.

GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 37 -
30
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
19,584
12,350
-
-
Between two and five years
47,838
5,138
-
-
67,422
17,488
-
-
31
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2022
2023
2022
£
£
£
£
Acquisition of tangible fixed assets
1,515,232
556,098
-
-
32
Related party transactions
Transactions with related parties

During the year the company paid royalties of £22,788,445 (2022: £9,318,588) and electricity recharges of £666,661 (2022: £170,380) to Geraint Morgan Legacy Ltd, of which Mr D Lewis is a director and shareholder. At the year end an amount of £20,022,080 (2022: £2,639,611) was due to Geraint Morgan Legacy Ltd and this amount was included within creditors due within one year. The royalties included £14,127,912 exceptional costs being payments to the landowner for consent to extract mining reserves and increased costs of working including site stability and restoration issues.

33
Directors' transactions

Dividends totalling £6,500,000 (2022 - £0) were paid in the year in respect of shares held by the company's directors.

Description
% Rate
Opening balance
Amounts advanced
Interest charged
Amounts repaid
Closing balance
£
£
£
£
£
Directors loan
2.50
4,648,787
9,149,891
196,334
(7,685,000)
6,310,012
4,648,787
9,149,891
196,334
(7,685,000)
6,310,012
34
Controlling party
GWENT HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
34
Controlling party
(Continued)
- 38 -

The ultimate controlling party of the company and the group is Mrs J H Lewis by virtue of their shareholding.

35
Cash generated from group operations
2023
2022
£
£
(Loss)/profit after taxation
(3,824,910)
30,247,845
Adjustments for:
Taxation charged
4,195,116
8,096,802
Finance costs
3,468,744
2,606,204
Investment income
(7,721,062)
(949,221)
Gain on disposal of tangible fixed assets
(742,965)
(380,226)
Gain on disposal of investment property
(1,262,975)
-
0
Amortisation and impairment of intangible assets
3,235,245
120,881
Depreciation and impairment of tangible fixed assets
2,575,157
2,939,247
Other gains and losses
-
378,236
Increase in provisions
12,504,641
2,954,051
Deferred stripping costs
373,814
2,800,000
Movements in working capital:
Decrease/(increase) in stocks
949,992
(450,811)
Decrease/(increase) in debtors
554,912
(5,039,364)
Increase/(decrease) in creditors
21,435,838
(2,070,380)
Cash generated from operations
35,741,547
41,253,264
36
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
95,138,586
25,771,329
120,909,915
Obligations under finance leases
(20,392)
20,392
-
95,118,194
25,791,721
120,909,915
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