Company Registration No. 08280495 (England and Wales)
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
COMPANY INFORMATION
Directors
B Dawson
(Appointed 31 January 2023)
G J Moundas
(Appointed 3 May 2024)
Company number
08280495
Registered office
Riverbank House
2 Swan Lane
London
United Kingdom
EC4R 3TT
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Fair review of the business
Revenue has grown from £10,348,761 during 2022 to £15,390,415 during 2023 as a result of the company operating more hotels than 2022 and also from improved performances at managed hotels during 2023 driving fee income higher.
In light of the additional hotels coming on board there have been subsequent increases in administrative expenses from £11,982,367 to £15,118,111 as a result of additional costs incurred in bringing new hotels on board. The loss in the current year includes an impairment charge of £795,438 in relation to investment in subsidiaries following a detailed review of future performance in the countries the company’s subsidiaries operate in.
The company is well placed to take advantage of new deals coming to the market and has a steady stream of potential opportunities for 2024 and onwards.
Principal risks and uncertainties
The Board of Directors are responsible for setting the Company's risk appetite and ensuring that it has an appropriate and effective risk management framework and monitors the ongoing process for identifying, evaluating, managing and reporting significant risks faced. To facilitate this, the company maintains a risk framework, through which key risks affecting its operations are identified, assessed and monitored.
The key risks can be summarised under the following categories:
Liquidity Risk
The Company is financed by a mixture of shareholders funds and inter-group borrowings and forward looking cash flow projections are prepared on a regular basis to assess the funding requirements of the business.
Foreign currency risk
The Company has a mixture of debtors and creditors relating to transactions with fellow members of the Aimbridge Group who's functional currency is not pounds sterling. As a result, the company's results are sensitive to fluctuations in foreign currency rates. In order to mitigate the risks associated with foreign currency fluctuations the company and wider group look to settle foreign currency balances as soon as cash flows allow to avoid significant foreign exchange exposure.
Credit risk
The Company is exposed to credit related losses in the in the event that customers are unable to pay their fees as they fall due. In the current climate, this is an area of greater than usual risk. However, the risk is minimised in many cases by the fact that the business provides its customers with accounting services, allowing it to identify cash flow issues early and work with customers to manage any issues arising.
Compliance risk
The Company is exposed to regulatory risk from potential failure to comply with the relevant laws and regulations. To mitigate this, the Directors have put in place a framework for carrying out periodic inspections to ensure that requirements are being met and constantly review areas for improvements.
Operational risk
The Company has identified the key operational risks to which it is exposed, principally the protection of customer information, change management, suppliers, facilities and IT resilience and compliance with regulations. An appropriate control framework has been deployed to manage and mitigate these key operational risks.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators
The company’s key financial indicators for the year are summarised in the table below:
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Operating profit / (loss) | | | | | | | |
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Future developments
The company continues to pursue viable opportunities for new hotel management contracts. During 2024, the company secured agreements to manage ten new hotels in the UK, with the contracts beginning in 2025 along with other agreements being sought within the European market.
B Dawson
Director
1 May 2025
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of hotel management.
Results and dividends
The results for the year are set out on page 9.
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:
B Dawson
(Appointed 31 January 2023)
G J Moundas
(Appointed 3 May 2024)
M M Chloupek
(Resigned 19 April 2024)
D J Brennen
(Resigned 31 January 2023)
Auditor
Johnston Carmichael LLP were appointed as auditor to the company and is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the strategic report, directors' 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 the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
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.
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.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
On behalf of the board
B Dawson
Director
1 May 2025
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
- 5 -
Opinion
We have audited the financial statements of Interstate United Kingdom Management Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, balance sheet, 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:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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.
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:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of our 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 and 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, 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 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We gained an understanding of how the company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns and board meeting minutes.
We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the company’s procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Performing audit procedures over revenue occurrence, completeness and cut-off to ensure that sales have been accurately recorded;
Completion of appropriate checklists and use of our experience to assess the company's compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
- 8 -
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.
Allyson Banford (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
1 May 2025
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
as restated
Notes
£
£
Turnover
3
15,390,415
10,348,761
Administrative expenses
(15,118,111)
(11,982,367)
Other operating income
703,470
664,502
Exceptional item
4
(350,436)
(400,817)
Operating profit/(loss)
5
625,338
(1,369,921)
Interest receivable and similar income
8
89,916
57,672
Interest payable and similar expenses
9
(337,648)
(105,826)
Amounts written off investments
10
(795,438)
-
Loss before taxation
(417,832)
(1,418,075)
Tax on loss
11
5,823
Loss and total comprehensive expenditure for the financial year
(412,009)
(1,418,075)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
13
3,376,743
3,879,334
Tangible assets
14
207,845
167,547
Investments
15
59,259,617
59,751,569
62,844,205
63,798,450
Current assets
Debtors
17
11,029,054
6,313,268
Cash at bank and in hand
1,948,996
419,430
12,978,050
6,732,698
Creditors: amounts falling due within one year
18
(13,629,097)
(7,920,158)
Net current liabilities
(651,047)
(1,187,460)
Total assets less current liabilities
62,193,158
62,610,990
Provisions for liabilities
Deferred tax liability
20
5,823
-
(5,823)
Net assets
62,193,158
62,605,167
Capital and reserves
Called up share capital
23
7,288,076
7,288,076
Share premium account
24
59,729,198
59,729,198
Profit and loss reserves
24
(4,824,116)
(4,412,107)
Total equity
62,193,158
62,605,167
The financial statements were approved by the board of directors and authorised for issue on 1 May 2025 and are signed on its behalf by:
B Dawson
Director
Company Registration No. 08280495
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
7,288,076
59,729,198
(2,747,095)
64,270,179
Prior period misstatements
-
(246,937)
(246,937)
As restated
7,288,076
59,729,198
(2,994,032)
64,023,242
Year ended 31 December 2022:
Loss and total comprehensive expenditure for the year
-
-
(1,418,075)
(1,418,075)
Balance at 31 December 2022
7,288,076
59,729,198
(4,412,107)
62,605,167
Year ended 31 December 2023:
Loss and total comprehensive expenditure for the year
-
-
(412,009)
(412,009)
Balance at 31 December 2023
7,288,076
59,729,198
(4,824,116)
62,193,158
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information
Interstate United Kingdom Management Limited is a private company limited by shares incorporated in England and Wales. The registered office is Riverbank House, 2 Swan Lane, London, United Kingdom, EC4R 3TT.
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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Interstate UK Holdco Limited. These consolidated financial statements are available from its registered office, Riverbank House, 2 Swan Lane, London, England, EC4R 3TT.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company hatrues adequate resources to continue in operational existence for the foreseeable future, notwithstanding the loss of £480k and net current liabilities position of £651k.
In making this assessment, the directors have considered trading projections prepared which cover at least 12 months from the date of approval of these financial statements. The directors are satisfied that it remains appropriate for the company to prepare its financial statements on a going concern basis and the company has adequate financial resources to meet its liabilities as they fall due for at least the next 12 months.
1.3
Turnover
Turnover, in the form of management fees, is measured at the fair value of the consideration received or receivable under the terms of the relevant management contract, excluding discounts, rebates, value added tax and any other sales taxes.
All other income is recognised at the point when the company has a contractual or constructive legal right to receive income, where receipt of such amounts are reasonably certain and their amounts can be reliably measured or estimated. These amounts are measured net of any value added tax that might attach to them.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.4
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.
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
33.3% straight line
Key Money
life of contract
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, 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:
Fixtures and fittings
20% straight line
Computers
33.3% 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.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
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.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand.
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.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
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. 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.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, 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.
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. 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.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
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.
1.15
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.
1.16
Adjustments have been made to the figures presented in the comparative periods based on material misstatements identified during audit process. Details of these adjustments can be found in note 28.
1.17
Exceptional items comprise costs which the directors consider material (either by their nature or amount) to the statement of comprehensive income and where separate disclosure is necessary for an appropriate understanding of the group's financial performance.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
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.
Key sources of estimation uncertainty
Carrying value of investments (2023: £59,260k (2022: £59,752k))
Fixed asset investments are carried at cost, less impairment. Impairment analysis was assessed based on the individual cashflow forecasts of each underlying investment, discounted to create a present value. There are estimates involved in determining the carrying value, including the discount rate and growth rate.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Management of hotel contracts
15,390,415
10,348,761
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
15,390,415
10,348,761
4
Exceptional item
2023
2022
£
£
Expenditure
Exceptional costs
350,436
400,817
Exceptional costs include £350k (2022: £401k) in relation to redundancy costs incurred during the year which have been deemed by the directors to be material.
5
Operating profit/(loss)
2023
2022
as restated
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Foreign exchange differences
(102,574)
Auditors remuneration
16,500
14,440
Depreciation of owned tangible fixed assets
138,740
104,422
Amortisation of intangible assets
969,663
878,266
(Profit)/loss on disposal of intangible assets
-
7,919
Operating lease charges
165,878
75,490
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Finance & admin
63
41
Operations
64
74
Human Resources
14
13
Senior Management
5
9
Total
146
137
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
8,611,519
8,071,518
Social security costs
1,019,623
942,755
Pension costs
189,948
187,700
9,821,090
9,201,973
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
343,017
116,631
Company pension contributions to defined contribution schemes
4,392
440
347,409
117,071
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022: 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
222,927
116,631
Company pension contributions to defined contribution schemes
4,200
440
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
89,916
57,672
9
Interest payable and similar expenses
2023
2022
£
£
Interest payable to group undertakings
174,655
105,826
Other interest on financial liabilities
162,993
337,648
105,826
10
Amounts written off investments
2023
2022
£
£
Impairment on fixed asset investments
(795,438)
-
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
11
Taxation
2023
2022
£
£
Deferred tax
Origination and reversal of timing differences
(5,823)
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Loss before taxation
(417,832)
(1,418,075)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(98,274)
(269,434)
Tax effect of expenses that are not deductible in determining taxable profit
199,406
(57,629)
Gains not taxable
(55)
Permanent capital allowances in excess of depreciation
16,691
(4,576)
Other permanent differences
(8,940)
Adjustment to losses
15,013
340,579
Remeasurement of deferred tax for changes in tax rates
8,352
Movement in deferred tax not recognised
(146,956)
Taxation credit for the year
(5,823)
-
12
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:
Fixed asset investments
15
795,438
-
Recognised in:
Amounts written off investments
795,438
-
The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
13
Intangible fixed assets
Software
Key Money
Total
£
£
£
Cost
At 1 January 2023 - as restated
208,640
5,740,000
5,948,640
Additions
267,072
200,000
467,072
Disposals
(495,000)
(495,000)
At 31 December 2023
475,712
5,445,000
5,920,712
Amortisation and impairment
At 1 January 2023 - as restated
64,135
2,005,171
2,069,306
Amortisation charged for the year
79,330
890,333
969,663
Disposals
(495,000)
(495,000)
At 31 December 2023
143,465
2,400,504
2,543,969
Carrying amount
At 31 December 2023
332,247
3,044,496
3,376,743
At 31 December 2022 - as restated
144,505
3,734,829
3,879,334
14
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2023 - as restated
241,653
375,708
617,361
Additions
49,029
136,650
185,679
Disposals
(331)
(6,601)
(6,932)
At 31 December 2023
290,351
505,757
796,108
Depreciation and impairment
At 1 January 2023 - as restated
187,927
261,887
449,814
Depreciation charged in the year
49,483
89,257
138,740
Eliminated in respect of disposals
(22)
(269)
(291)
At 31 December 2023
237,388
350,875
588,263
Carrying amount
At 31 December 2023
52,963
154,882
207,845
At 31 December 2022 - as restated
53,726
113,821
167,547
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
15
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
16
59,259,617
59,751,569
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
59,751,569
Additions
303,486
Impairment
(795,438)
At 31 December 2023
59,259,617
Carrying amount
At 31 December 2023
59,259,617
At 31 December 2022
59,751,569
During the financial year, the company added operations in Georgia which contributed to the increase in fixed asset investment value.
The value of the Investments held in subsidiary companies decreased during the year. Impairment analysis was assessed based on the individual cashflow forecasts of each underlying investment, discounted to create a present value.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
16
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Interstate Hotel Services Limited
3 Themistocles Dervis St, Julia House, Nicosia, CY-1066, Cyprus
Ordinary
100.00
Interstate Europe SaRL
1 Rue Pletzer, L-8080 Bertrange, Grand Duchy of Luxembourg
Ordinary
100.00
Interstate Belgium B.V.
Bellevue 5, Boite 1001, 9050 Ghent, Belgium
Ordinary
100.00
Interstate France Hotel Management SAS
24-26 Rue de la Pepiniere, 75008 Paris, France
Ordinary
100.00
Interstate Germany Hotel Management GmbH
Mergenthalerallee 12 21,65760 Eschborn, Germany
Ordinary
100.00
Interstate Hungary Management KFT
Stefania ut 101-103, 1143 Budapest, Hungary
Ordinary
100.00
Interstate Netherlands Management Company B.V.
Van Heuven Goedhartlaan 9C unit 4.05, 1181LE Amstelveen, Netherlands
Ordinary
100.00
Interstate ROUZ Hotel Management LLC
Tashkent, Mirabad District, Taras Shevchenko Street, 21a
Ordinary
100.00
Interstate Europe Investments LLC
1209 Orange Street, Wilmington, DE 19801, United States of America
Ordinary
100.00
Interstate Netherlands Investments LLC
1209 Orange Street, Wilmington, DE 19801, United States of America
Ordinary
100.00
IHR BRML Management LLC
Minsk, ul. Rakovskaja 16B, Office 5H
Ordinary
100.00
Interstate Kazakhstan Management LLC
Dostyk Ave. 188, BC, Kulan, 8th Floor, 050051 Almaty, Kazakhstan
Ordinary
100.00
Interstate Armenia Hotel Management LLC
Room 207, 2nd Floor, 1 Charent, Kentron, Yerevan City, 0025, Armenia
Ordinary
100.00
Interstate Bosnia Hotel Management D.O.O
Fra Andjela Zvizdovica Street No.1, Sarajevo, Sarajevo-Centar
Ordinary
100.00
Interstate Spain Hotel Management SL
Muntaner, 292-08021 Barcelona, Spain
Ordinary
100.00
17
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
2,897,413
2,017,298
Corporation tax recoverable
246
48,529
Amounts owed by group undertakings
7,859,323
4,010,166
Other debtors
57,111
117,461
Prepayments and accrued income
214,961
119,814
11,029,054
6,313,268
Trade debtors is net of bad debt provision of £93,963 (2022: £466,754).
Amounts owed by group undertakings are repayable on demand.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
18
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Other borrowings
19
4,467,053
Trade creditors
1,221,307
699,154
Amounts owed to group undertakings
3,985,693
4,891,707
Taxation and social security
845,385
480,132
Deferred income
21
310,333
Other creditors
1,804,003
1,245,186
Accruals and deferred income
995,323
603,979
13,629,097
7,920,158
Amounts owed to group undertakings are payable on demand.
19
Loans and overdrafts
2023
2022
£
£
Loans from group undertakings
4,467,053
Payable within one year
4,467,053
Loans from group undertakings of £2,242,053 were repaid during 2024.
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
71,174
5,823
Losses and other deductions
(67,528)
-
Short term timing differences
(3,646)
-
-
5,823
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Deferred taxation
(Continued)
- 24 -
2023
Movements in the year:
£
Liability at 1 January 2023
5,823
Credit to profit or loss
(5,823)
Liability at 31 December 2023
-
21
Deferred income
2023
2022
£
£
Other deferred income
310,333
-
Upfront fees were received during the year relating to a project which is expected to begin in 2024.
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
189,948
187,700
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.
23
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
7,288,076
7,288,076
7,288,076
7,288,076
24
Profit and loss reserves
Profit and loss reserves represent accumulated comprehensive income for the year and prior periods less dividends paid.
Share Capital
Share Capital represents the par value paid to acquire each share.
Share Premium
The share premium account represents the excess amount paid to acquire share capital over its par value.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
25
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
213,128
Between two and five years
630,212
In over five years
578,912
1,422,252
26
Related party transactions
The company has taken advantage of the exemption in FRS 102 Section 33.1A from the requirement to disclose transactions with 100% owned group companies.
27
Ultimate controlling party
The smallest group in which the results are consolidated is Interstate UK Holdco Limited. The registered office of Interstate UK Holdco Limited is Riverbank House, 2 Swan Lane, London, England, EC4R 3TT. The accounts of Interstate UK Holdco Limited can be obtained from Companies House, 4th Floor, Edinburgh Quay 2, 139 Fountainbridge, Edinburgh, EH3 9FF or from the Companies house website at https://www.gov.uk/government/organisations/companies-house.
The ultimate parent company and the largest group in which the results are consolidated Aimbridge Acquisition Co, Inc. Copies of the group financial statements of Aimbridge Acquisition Co, Inc, are available from 5301 Headquarters Drive, Plano, TX 75024. The ultimate controlling party is Aimbridge Group Holdings L.P, a US registered entity.
28
Prior period adjustment
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
28
Prior period adjustment
(Continued)
- 26 -
Reconciliation of changes in equity
1 January
31 December
2022
2022
£
£
Adjustments to prior year
Adjustment for prior year Key money amortisation omission
-
(123,750)
Adjustment to prior year to reverse previous adjustment
-
23,389
Adjustment to brought-forward Accumulated Amortisation on Management contracts
-
(264,268)
Adjustment for recalculation of Rebates
-
181,522
Total adjustments
-
(183,107)
Equity as previously reported
-
62,788,274
Equity as adjusted
-
62,605,167
Analysis of the effect upon equity
Profit and loss reserves
-
(183,107)
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Adjustment for prior year Key money amortisation omission
(123,750)
Adjustment to prior year to reverse previous adjustment
23,389
Adjustment to brought-forward Accumulated Amortisation on Management contracts
(17,331)
Adjustment for recalculation of Rebates
181,522
Total adjustments
63,830
Loss as previously reported
(1,481,905)
Loss as adjusted
(1,418,075)
Notes to reconciliation
1. Key money amortisation omission
These are capitalised costs in relation to obtaining a customer contract, and are amortised over the life of the related contract. The adjustment is to recognise key money balances and the associated amortisation for a number of contracts that had been omitted in error. This adjustment will impact intangible assets, amortisation and retained earnings.
2. Reverse previous adjustment
Write off amortisation balance with no supporting evidence. This impacted brought forward retained earnings and amortisation.
INTERSTATE UNITED KINGDOM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
28
Prior period adjustment
(Continued)
- 27 -
3. Management contracts
These are capitalised costs in relation to obtaining a customer contract, and are amortised over the life of the related contract. The historical amortisation rate has been incorrect and these should have been amortised in full at 31 December 2022. The adjustment will impact accumulated amortisation and retained earnings.
4. Re-calculation of rebates
Listing fees and the client's share of rebate income for 2022 had not been recognised in the appropriate period. Therefore, an adjustment has been made to properly recognise this in the correct period. This adjustment impacts other creditors, turnover, intercompany debtor and intercompany creditor.
5. Re-allocation of software costs
Capitalised software costs have been re-allocated from computer tangible fixed assets to software intangible fixed assets.
6. Re-allocation of intercompany debtor and creditor
Historically the entity disclosed non-current debtor and creditor balances. Since there are no formal terms or agreements in place for these balances, these should be presented as a current asset and liability on the Balance Sheet.
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