Company registration number 07974643 (England and Wales)
GWINDY 2012 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
GWINDY 2012 LIMITED
COMPANY INFORMATION
Directors
Mr J Lahiri
(Appointed 24 January 2024)
Mr A Mattson
(Appointed 24 January 2024)
Mr R V Wood
(Appointed 24 January 2024)
Company number
07974643
Registered office
Whiting House
Sir Alfred Owen Way
Pontygwindy Industrial Estate
Caerphilly
CF83 3HU
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
GWINDY 2012 LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 16
GWINDY 2012 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Review of the business

The company's principal activity is that of a holding company for its subsidiary, J R Industries Limited.

 

The group operates largely within the commercial vehicle industry and sells its products and services direct from its manufacturing bases in South Wales to customers throughout Western Europe together with a smaller export market further afield. On 24 January 2024, the company was acquired by the Sdiptech AB (Publ) group.

Principal risks and uncertainties

The company and its subsidiary's principal financial instruments comprise bank balances, bank overdrafts, trade debtors, trade creditors and bank loans. The main purpose of these instruments is to raise funds for the group's operations and to finance the group's operations. Due to the nature of the financial instruments used by the company, there is no exposure to price risk. The group's approach to managing other risks applicable to the financial statements concerned is shown below.

 

In respect of bank balances, the liquidity risk is managed by maintaining a balance between continuity of funding and flexibility through the use of overdrafts at floating rates of interest. With respect to bank loans, these are subject to variable rates of interest and the group manages the liquidity risk by ensuring there are sufficient funds to meet contractual payments.

 

Trade debtors are managed in respect of credit and cash flow risk by internal policies concerning the credit offered to customers and regular monitoring of amounts outstanding, allied with credit insurance policies in case of prolonged default.

 

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Future developments

Subsequent to the acquisition of the company’s shares by the Sdiptech AB (Publ) group, the management functions that the company had previously undertaken were transferred to other group members. The company became dormant from the acquisition date and is not expected to operate in the near future.

On behalf of the board

Mr R V Wood
Director
26 March 2025
GWINDY 2012 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

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

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 7.

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

Directors

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

Mr J Lahiri
(Appointed 24 January 2024)
Mr A Mattson
(Appointed 24 January 2024)
Mr R V Wood
(Appointed 24 January 2024)
Mr R D Howard
(Resigned 24 January 2024)
Mr L J Smith
(Resigned 24 January 2024)
Auditor

UHY Hacker Young were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

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

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr R V Wood
Director
26 March 2025
GWINDY 2012 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

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

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GWINDY 2012 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GWINDY 2012 LIMITED
- 4 -
Opinion

We have audited the financial statements of Gwindy 2012 Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

GWINDY 2012 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GWINDY 2012 LIMITED (CONTINUED)
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

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

GWINDY 2012 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GWINDY 2012 LIMITED (CONTINUED)
- 6 -

To address 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 the 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 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 John Griffiths (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young, Statutory Auditor
Chartered Accountants
Newport
Gwent
United Kingdom
26 March 2025
GWINDY 2012 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
3
-
-
Administrative expenses
-
0
(71,012)
Other operating income
-
0
900,000
Operating profit
-
828,988
Interest receivable and similar income
6
-
0
520
Interest payable and similar expenses
7
-
0
(38,621)
Profit before taxation
-
0
790,887
Tax on profit
8
-
0
(189,020)
Profit for the financial year
-
0
601,867

The profit and loss account has been prepared on the basis that all operations are continuing operations.

GWINDY 2012 LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
£
£
(Loss)/profit for the year
-
0
601,867
Other comprehensive income
-
-
Total comprehensive income for the year
-
0
601,867
GWINDY 2012 LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
7,592,350
7,592,350
Current assets
Debtors
11
-
0
500,000
Cash at bank and in hand
-
0
928
-
0
500,928
Creditors: amounts falling due within one year
12
(1,141,865)
(1,642,793)
Net current liabilities
(1,141,865)
(1,141,865)
Net assets
6,450,485
6,450,485
Capital and reserves
Called up share capital
13
313,500
313,500
Capital redemption reserve
186,500
186,500
Profit and loss reserves
5,950,485
5,950,485
Total equity
6,450,485
6,450,485

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

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 R V Wood
Director
Company registration number 07974643 (England and Wales)
GWINDY 2012 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
313,500
186,500
5,348,618
5,848,618
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
601,867
601,867
Balance at 31 December 2023
313,500
186,500
5,950,485
6,450,485
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
0
-
0
Balance at 31 December 2024
313,500
186,500
5,950,485
6,450,485
GWINDY 2012 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information

Gwindy 2012 Limited is a private company limited by shares incorporated in England and Wales. The registered office is Whiting House, Sir Alfred Owen Way, Pontygwindy Industrial Estate, Caerphilly, CF83 3HU.

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. The principal accounting policies adopted are set out below.

This 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:

 

 

The financial statements of the company are consolidated in the financial statements of Sdiptech AB (Publ). These consolidated financial statements are available from its website at: http://www.sdiptech.se/investor-relations/financial-information.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Gwindy 2012 Limited is a wholly owned subsidiary of Sdiptech AB (Publ) and the results of Gwindy 2012 Limited are included in the consolidated financial statements of Sdiptech AB (Publ) which are available from its website at: http://www.sdiptech.se/investor-relations/financial-information..

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

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

GWINDY 2012 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -

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

1.4
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.

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.

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.

1.5
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.

GWINDY 2012 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
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.

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.

 

Given the nature of the company, the directors do not believe that there are any critical judgements that are made in the process of applying the company's accounting policies or key sources of estimation uncertainty used in the preparation of the financial statements.

3
Revenue
2024
2023
£
£
Interest income
-
520
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
-
0
2
GWINDY 2012 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Employees
(Continued)
- 14 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
-
0
31,865
5
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
-
0
31,865
6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
-
0
520
7
Interest payable and similar expenses
2024
2023
£
£
Other interest
-
0
38,621
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
189,020

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

2024
2023
£
£
Profit before taxation
-
0
790,887
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
-
0
185,858
Tax effect of expenses that are not deductible in determining taxable profit
-
0
3,162
Taxation charge for the year
-
189,020
GWINDY 2012 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
9
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
10
7,592,350
7,592,350
10
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
J R Industries Limited
UK
Ordinary
100.00
-
J R Industries Sarl
France
Ordinary
-
100.00
J R Industries GmbH
Germany
Ordinary
-
100.00
J R Property GmbH
Germany
Ordinary
-
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
J R Industries Limited
21,257,110
5,741,587
J R Industries Sarl
392,771
3,782
J R Industries GmbH
(75,400)
233,006
J R Property GmbH
(72,781)
(1,977)
11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
-
0
500,000
12
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
-
0
1,250
Amounts owed to group undertakings
1,141,474
1,524,863
Corporation tax
391
86,040
Other creditors
-
0
23,833
Accruals and deferred income
-
0
6,807
1,141,865
1,642,793
GWINDY 2012 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
13
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary B shares of £1 each
130,000
130,000
130,000
130,000
Ordinary C shares of £1 each
120,000
120,000
120,000
120,000
Ordinary D shares of £1 each
63,500
63,500
63,500
63,500
313,500
313,500
313,500
313,500

The company has 3 classes of ordinary shares during the year. There are no restrictions on the distribution of dividends and the repayment of capital for any of the classes.

14
Related party transactions

The company has taken advantage of the exemption, under the terms of FRS102 section 33.1A, not to disclose related party transactions with wholly owned subsidiaries within the group.

 

At the year end, the company owed £1,141,474 (2023: £1,524,863) to J R Industries Limited, its subsidiary company.

15
Ultimate controlling party

The company is 100% owned by Sdip Holdings UK Limited, a company registered in England & Wales, which is 100% owned by Sdip Holdings AB, a company registered in Sweden, which in turn is owned by Sdiptech AB (Publ), a company registered in Sweden and has shares listed on Nasdaq First North Premier in Stockholm. Therefore the ultimate parent company at 31 December 2024 was Sdiptech AB (Publ).

 

Sdiptech AB (Publ) is the parent of the smallest and largest group of which the company is a member for which consolidated accounts will be prepared. Copies of the Sdiptech AB (Publ) accounts are available from its website at: http://www.sdiptech.se/investor-relations/financial-information.

 

There is no ultimate controlling party.

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