Company registration number 07070911 (England and Wales)
SILVERRAIL TECHNOLOGIES UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
SILVERRAIL TECHNOLOGIES UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
5
11,908
6,256
Current assets
Debtors - deferred tax
8
680,625
Debtors - other
6
11,683,394
11,180,767
Cash at bank and in hand
542,321
469,084
12,225,715
12,330,476
Creditors: amounts falling due within one year
7
(10,144,595)
(8,144,697)
Net current assets
2,081,120
4,185,779
Net assets
2,093,028
4,192,035
Capital and reserves
Called up share capital
11
1
1
Equity reserve
12
9,093,035
9,029,608
Profit and loss reserves
14
(7,000,008)
(4,837,574)
Total equity
2,093,028
4,192,035
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 March 2025 and are signed on its behalf by:
Mr. A Gowell
Director
Company Registration No. 07070911
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
SilverRail Technologies UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Minton Place, Victoria Road, Bicester, Oxfordshire. OX26 6QB. The trading address of the company is Floor 2, 27 Maiden Lane, London WC2E 7JS.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The Company made an operating loss of £1.8m in 2023 due primarily to a change in its transfer pricing arrangements (’TPA’). As the Company now generates third party revenue, it has retained 20% of its cost base as part of the revised TPA, whereas up until 31 December 2021 100% of the Company’s costs were recharged at a margin to other group entities ensuring the Company was profitable. The Company has taken steps in November 2024 to reduce losses going forward, which have included reducing the headcount by 19%, and reducing other supplier spend which is anticipated to create savings of approximately £0.3m per annum. A new customer has agreed terms in 2025 which will increase the annual revenue from the end of 2025 onwards. In the next three financial years the Company will remain dependent on its parent company for occasional funding support until the new customer contract returns the Company to profitability. The parent company has received further investment in the first quarter of 2025 which will enable the Company to meet all of its liabilities for at least the next 12 months.true
The parent company of the Company, SilverRail Technologies, Inc., has indicated willingness to provide financial support to the Company if required for a period until at least 31st March 2026. Furthermore, the former parent company, Expedia, Inc. has indicated that it will not demand repayment of any indebtedness arising under certain promissory notes due from SilverRail Technologies, Inc. until at least 31 March 2026, except upon the occurrence of an event of default. Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
The total turnover of the company for the year has been derived from its principal activity undertaken in the UK and the rest of Europe.
The company is controlled by its parent, SilverRail Technologies, Inc., to provide services within specific contracted regions. The company is remunerated by its parent and fellow group companies for these services.
Intercompany revenue is based on a cost plus service agreement recognised at cost plus 7% (2022: 7%).
The company is also contracted directly for services, external revenue is an annual fixed fee recognised on a straight-line basis over the term of the contract.
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 35 months.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
5 years straight line
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.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
5 years
Fixtures, fittings & equipment
20% straight line
Computer equipment
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and 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 have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.12
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
The company participates in a share-based payment arrangement granted to its employees and employees of its fellow group companies from its ultimate parent company Silverrail Technologies, Inc.
The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense from the group recognised in its consolidated accounts.
The expense in relation to options over the parent company's shares granted to employees from its parent is recognised by the company as a capital contribution, and represents an increase in the parent's investment in the company.
For share based payments the company elected to take a transition exemption when transitioning to new UK GAAP. Therefore, the fair value adjustments for share based payments are only recognised for grants which occurred after 31st December 2015, the last reporting date under old UK GAAP.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.16
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 are included in the profit and loss account for the period.
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Share based payments
A share based payment expense is recognised in respect of share options granted to the company's employees, these options are over the equity of the Parent company. This expense is recognised based on the fair value of the awards at the grant date and recognised as an expense over the period when the awards are expected to vest. The fair value at the grant date is measured using the Black-Scholes Option Pricing model which is based on the market value of the Parent's equity.
Management have taken reliable independent advice to determine their judgements and estimates.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
63
63
4
Intangible fixed assets
Goodwill
Software
Total
£
£
£
Cost
At 1 January 2023 and 31 December 2023
419,599
165,604
585,203
Amortisation and impairment
At 1 January 2023 and 31 December 2023
419,599
165,604
585,203
Carrying amount
At 31 December 2023
At 31 December 2022
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
88,668
Additions
13,040
At 31 December 2023
101,708
Depreciation and impairment
At 1 January 2023
82,412
Depreciation charged in the year
7,388
At 31 December 2023
89,800
Carrying amount
At 31 December 2023
11,908
At 31 December 2022
6,256
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
60,957
4,374
Amounts owed by group undertakings
6,046,129
6,492,237
Other debtors
4,083,035
3,292,777
Prepayments and accrued income
1,475,273
1,373,379
11,665,394
11,162,767
Deferred tax asset (note 8)
680,625
11,665,394
11,843,392
2023
2022
Amounts falling due after more than one year:
£
£
Other debtors
18,000
18,000
Total debtors
11,683,394
11,861,392
Included in debtors is accrued income due to the company from its parent totalling £1,368,450 (2022: £1,296,188).
Amounts owed from the parent undertaking are repayable on demand, unsecured and subject to interest at 5%.
Amounts owed from fellow group undertakings are repayable on demand, unsecured and are not subject to interest.
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
252,556
157,205
Amounts owed to group undertakings
7,958,668
6,085,682
Corporation tax
109,831
95,546
Other taxation and social security
274,052
234,671
Deferred income
21,667
132,900
Other creditors
1,299,733
775,379
Accruals
228,088
663,314
10,144,595
8,144,697
Included in amounts due to group undertakings is a loan totalling SEK 43,479,800 (2022: SEK 42,211,400); at the reporting date this is translated to £3,387,076 (2022: £3,347,364). The loan agreement was originally repayable on 22nd December 2021, unsecured and subject to interest at 3.02% per annum. However, on 5th November 2021, the repayment terms were extended for a further 12 months until 22nd December 2022. Interest incurred to 31st October 2021 was still repaid on the 22nd December 2021.
On 27th October 2022, the repayment terms were once again extended for a further 12 months until 22nd December 2023. Interest incurred to 31st October 2022 was repaid on 1st November 2022.
On 22nd December 2023, the repayment terms were extended once again for a further 12 months until 22nd December 2024. Interest accrued to 31st December 2023 remained outstanding at the balance sheet date.
On 31st December 2024, the balance relating to the loan agreement was novated to the parent company, SilverRail Technologies, Inc, by reducing the amount due from the parent company (see note 10) by the same amount. As at 31st December 2024, the Company no longer had an outstanding balance in relation to the loan.
All other amounts due to fellow group undertakings are repayable on demand, unsecured and not subject to any interest.
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
8
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2023
2022
Balances:
£
£
Accelerated capital allowances
-
(8,934)
Tax losses
-
626,685
Retirement benefit obligations
-
13,311
Share based payments
-
49,563
-
680,625
2023
Movements in the year:
£
Asset at 1 January 2023
(680,625)
Charge to profit or loss
680,625
Liability at 31 December 2023
-
Deferred tax asset has not been recognised on the basis that the company continues to make losses.
At the reporting date the company had an unrecognised deferred tax asset totalling £1,245,322.
9
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
335,850
267,928
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the balance sheet date the company had outstanding pension commitments totalling £54,416 (2022: £53,229).
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
10
Share-based payment transactions
The company's immediate controlling party SilverRail Technologies, Inc. offers a stock option plan which is available to all SilverRail Technologies UK Limited employees.
The stock option plan is an equity settled plan, which gives the option to acquire shares at an exercise price ranging from $0.0292 to $0.04 per option share. This plan is available to employees of SilverRail Technologies, Inc. and its subsidiaries. The options may only be exercised if the employee remains employed by SilverRail Technologies UK Limited. The option will lapse on the earliest of the tenth anniversary of date of grant or if granted on or after the amended effective date, the five year expiration date.
The options vest annually over a period between 2 and 4 years.
The maximum term of the options granted is 10 years, or if granted after the amended effective date, 5 years and 100 days.
During the year no (2022: nil) options were granted. The total options outstanding at the balance sheet date was 76,589,080 (2022: 76,074,525), of which 41,344,897 (2022: 41,277,428) had vested.
During the year the company recognised a share based payment expense totalling £63,427 (2022: £46,044).
These financial statements depart from the requirements of the FRS in that the company has not disclosed information relating to Section 26 'Share Based Payments', paragraphs 26.18(b), 26.19-26.21 and 26.23. Management have concluded that the financial statements prepared provide a true and fair view of the business.
11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1
1
1
1
12
Equity reserve
2023
2022
£
£
At the beginning of the year
9,029,608
8,983,564
Arising in the year
63,427
46,044
At the end of the year
9,093,035
9,029,608
The equity reserve represents contributions awarded to the company from its parent.
13
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The statutory auditor was Sarah Flint BSc FCA.
The auditor was Benee Consulting Limited.
SILVERRAIL TECHNOLOGIES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
14
Profit and loss reserves
2023
2022
£
£
At the beginning of the year
(4,837,574)
(4,322,437)
Loss for the year
(2,162,434)
(515,137)
At the end of the year
(7,000,008)
(4,837,574)
15
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
39,849
38,663
16
Events after the reporting date
In October 2024, the Company took steps to reduce its cost base in order to increase profitability in future periods. The reduction in headcount by 19% will enable the business to reduce its operating costs, with the savings due to crystallise in the results for the year-ended 31 December 2025.
There were no further significant events after the Balance Sheet date.
17
Related party transactions
The company has taken advantage of the exemption available per paragraph 33.1A of FRS 102 whereby it has not disclosed transactions with the parent company or any wholly owned subsidiary undertaking of the group.
18
Parent company
The parent company is SilverRail Technologies, Inc. a company incorporated in the U.S.A, by virtue of their 100% shareholding.
The ultimate controlling party is A Gowell and C Jones, by virtue of their majority ownership of SilverRail Technologies, Inc.
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