Company registration number 13281620 (England and Wales)
NAPO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NAPO LIMITED
COMPANY INFORMATION
Directors
Mr P Azoulay
Mr JP M Doumeng
Mr GW Thomas
Mr MC Kleibergen
(Appointed 25 February 2025)
Secretary
OHS Secretaries Limited
Company number
13281620
Registered office
2 Jubilee Place
London
UK
SW3 3TQ
Auditor
Bright Grahame Murray
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
NAPO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 26
NAPO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Business review

Revenue increased from £3.6m to £4.8m, reflecting the continued growth in activity during the year. Operating loss widened to £6.7m due to ongoing investment in line with the company’s planned scaling trajectory.

Principal risks amd uncertainties

 

Market Environment

The company operates in a competitive market therefore can be exposed to some of the risks relating to market pricing and the wider external economic environment which can impact demand.

 

Cash flow risk

The company faces heightened cash flow risk stemming from its reliance on external capital to fund operations and growth. The company maintains a robust cash management strategy, proactively monitoring cash positions and scenario-based forecasting.

Liquidity Risk

The bank balances are controlled in order to ensure sufficient funds are available for the company to meet its business needs.

Future developments

The directors expect the Company to continue with its current operations for the foreseeable future.

Key performance indicators

The company utilises the following financial key performance indicators:

2024
2023
£
£
Revenue
4,804,127
3,641,468
EBITDA
(5,973,204)
(5,746,867)
Cash
11,988,779
7,877,682
Other performance indicators

The Directors review a wide range of non-financial key performance indicators to monitor performance. Various indicators such as staff engagement levels, staff retention, productivity and research and development activity are reviewed by the directors on a regular basis.

On behalf of the board

Mr JP M Doumeng
Director
30 June 2025
NAPO 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 the sale of pet insurance policies.

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.

No preference dividends were paid.

Directors

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

Mr P Azoulay
Mr JP M Doumeng
Mr GW Thomas
Ms JQXJ Liu
(Appointed 1 March 2024 and resigned 23 December 2024)
Mr MC Kleibergen
(Appointed 25 February 2025)
Auditor

Bright Grahame Murray 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 directors' responsibilities

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.

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.

NAPO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
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 JP M Doumeng
Director
30 June 2025
NAPO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAPO LIMITED
- 4 -
Opinion

We have audited the financial statements of Napo Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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:

NAPO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAPO 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.

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.

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

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

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, 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: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which we are required to address

We draw attention to the fact that the financial statements for the year ended 31 December 2023 presented as comparatives in these financial statements, were not subject to an audit. Accordingly, our opinion does not extend to the comparative figures included in these financial statements.

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.

William Meakin (Senior Statutory Auditor)
For and on behalf of Bright Grahame Murray, Statutory Auditor
Chartered Accountants
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
30 June 2025
NAPO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023 Unaudited
as restated
Notes
£
£
Turnover
3
4,804,127
3,641,486
Cost of sales
(2,152,768)
(2,147,779)
Gross profit
2,651,359
1,493,707
Administrative expenses
(9,360,331)
(7,660,231)
Operating loss
4
(6,708,972)
(6,166,524)
Interest receivable and similar income
7
105,068
317,508
Fair value movement on share options
129,482
(129,482)
Loss before taxation
(6,474,422)
(5,978,498)
Tax on loss
8
-
0
-
0
Loss for the financial year
(6,474,422)
(5,978,498)

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

NAPO LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023 Unaudited
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
10
1,614,241
1,328,822
Tangible assets
11
58,837
114,654
1,673,078
1,443,476
Current assets
Debtors
12
4,082,903
2,788,075
Cash at bank and in hand
13
11,988,779
7,877,682
16,071,682
10,665,757
Creditors: amounts falling due within one year
14
(1,339,010)
(1,395,581)
Net current assets
14,732,672
9,270,176
Total assets less current liabilities
16,405,750
10,713,652
Provisions for liabilities
Provisions
15
6,373,866
4,350,295
(6,373,866)
(4,350,295)
Net assets
10,031,884
6,363,357
Capital and reserves
Called up share capital
18
2,256
1,821
Share premium account
27,670,168
17,398,153
Other reserves
6,431
135,932
Profit and loss reserves
(17,646,971)
(11,172,549)
Total equity
10,031,884
6,363,357

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 30 June 2025 and are signed on its behalf by:
Mr JP M Doumeng
Director
Company registration number 13281620 (England and Wales)
NAPO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 1 January 2023
1,792
17,398,590
-
(5,660,016)
11,740,366
Prior period adjustments
-
-
0
-
465,965
465,965
As restated
1,792
17,398,590
-
(5,194,051)
12,206,331
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(5,978,498)
(5,978,498)
Issue of share capital
18
29
-
0
-
-
29
Transfers
-
-
135,932
-
0
135,932
Other movements
-
(437)
-
-
(437)
Balance at 31 December 2023
1,821
17,398,153
135,932
(11,172,549)
6,363,357
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(6,474,422)
(6,474,422)
Issue of share capital
18
444
10,272,015
-
-
10,272,459
Reduction of shares
18
(9)
-
0
-
-
0
(9)
Other movements
-
-
(129,501)
-
(129,501)
Balance at 31 December 2024
2,256
27,670,168
6,431
(17,646,971)
10,031,884

The notes on pages 11 to 26 form part of these financial statements.

NAPO LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023 Unaudited
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
19
(5,225,989)
(3,349,268)
Investing activities
Purchase of intangible assets
(1,006,893)
(943,790)
Purchase of tangible fixed assets
(33,539)
(86,324)
Interest received
105,068
317,508
Net cash used in investing activities
(935,364)
(712,606)
Financing activities
Proceeds from issue of shares
10,272,450
(408)
Net cash generated from/(used in) financing activities
10,272,450
(408)
Net increase/(decrease) in cash and cash equivalents
4,111,097
(4,062,282)
Cash and cash equivalents at beginning of year
7,877,682
11,939,964
Cash and cash equivalents at end of year
11,988,779
7,877,682
NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information

Napo Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Jubilee Place, London, UK, SW3 3TQ.

1.1
Accounting convention

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

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

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

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
Turnover

Revenue comprises commissions received from the sale of insurance policies. Commissions are recognised at the inception of the policy, as the insurance is arranged and placed, and is adjusted for commissions refundable in the event of policy cancellation. Provisions are maintained to meet potential subsequent commission clawbacks for policies that could cancel in the future.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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:

Development costs
Straight line basis over 3 years
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.

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

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
Straight line basis over 3 years
Computers
Straight line basis over 3 years

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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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.

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.

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

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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, 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.

NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
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 operates an equity-settled share based remuneration scheme for its employees.

 

The Company is unable to directly measure the fair value of the employee services remunerated via share option schemes and so have used the Black-Scholes option pricing model to determine the fair value of the instruments awarded.

NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately. See note 16 for more information on share-based payment transactions.

1.15

Insurance debtors and creditors

The company acts as an agent of insurance companies in broking and administering insurance products and is liable as a principal for premiums due to those underwriters. The company has followed generally accepted accounting practice for insurance brokers by showing debtors, creditors and cash balances relating to insurance business as assets and liabilities of the company itself. Revenue is recognised on such agency arrangements as set out in the turnover accounting policy.

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.

Capitalisation of development costs

Development costs are capitalised when costs can be reliably measured, economic benefits are probable, the company has adequate resources to complete the project and the product is technically feasible. The company capitalises direct costs of labour and materials. Other development expenditure is expensed.

NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 16 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Clawback provision

Provisions include estimates for expected cancellations and other commercial obligations. These are reviewed regularly by management. Details of the provision are set out in note 15.

Cancellation provision

Management were required to consider the provision in respect of active policies that may be cancelled before the end of their term, resulting in lost commission. Assumptions in respects of drop out rates are made by the Directors when computing this provision. The total amount of the provision at the year end is £132,254. Details of the provision are set out in note 15.

Deferred income

The provision is calculated using an estimate of the future expected cancellations and the costs to service the handling of claims. The total amount of deferred income at the year end is £431,715. Details of deferred income are set out in note 14.

3
Turnover and other revenue
2024
2023 Unaudited
£
£
Turnover analysed by class of business
Commissions receivable
4,804,127
3,641,486
2024
2023 Unaudited
£
£
Other revenue
Interest income
105,068
317,508
4
Operating loss
2024
2023 Unaudited
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
22,500
-
0
Depreciation of owned tangible fixed assets
69,704
55,496
Loss on disposal of tangible fixed assets
19,652
-
Amortisation of intangible assets
666,064
364,161
Impairment of intangible assets
55,410
-
0
NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
5
Employees

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

2024
2023 Unaudited
Number
Number
70
60

Their aggregate remuneration comprised:

2024
2023 Unaudited
£
£
Wages and salaries
4,403,025
3,946,792
Social security costs
488,931
445,756
Pension costs
100,355
78,842
4,992,311
4,471,390
6
Directors' remuneration
2024
2023 Unaudited
£
£
Remuneration for qualifying services
291,925
180,000
Company pension contributions to defined contribution schemes
2,422
1,321
294,347
181,321

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 Unaudited - 1).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2023 Unaudited - 0).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023 Unaudited
£
£
Remuneration for qualifying services
180,000
180,000
Company pension contributions to defined contribution schemes
1,321
1,321
NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
7
Interest receivable and similar income
2024
2023 Unaudited
£
£
Interest income
Interest on bank deposits
105,068
317,508
2024
2023 Unaudited
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
105,068
317,508
8
Taxation

The actual 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:

2024
2023 Unaudited
£
£
Loss before taxation
(6,474,422)
(5,978,498)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023 Unaudited: 25.00%)
(1,618,606)
(1,494,625)
Unutilised tax losses carried forward
1,618,606
1,494,625
Taxation charge for the year
-
-
9
Impairments

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

2024
2023 Unaudited
Notes
£
£
In respect of:
Intangible assets
10
55,410
-
0
Recognised in:
Administrative expenses
55,410
-
NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
10
Intangible fixed assets
Development costs
£
Cost
At 1 January 2024
1,848,689
Additions
1,006,893
At 31 December 2024
2,855,582
Amortisation and impairment
At 1 January 2024
519,867
Amortisation charged for the year
666,064
Impairment losses
55,410
At 31 December 2024
1,241,341
Carrying amount
At 31 December 2024
1,614,241
At 31 December 2023
1,328,822
11
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
26,328
172,309
198,637
Additions
5,672
27,867
33,539
Disposals
-
0
(69,549)
(69,549)
At 31 December 2024
32,000
130,627
162,627
Depreciation and impairment
At 1 January 2024
8,372
75,611
83,983
Depreciation charged in the year
9,425
60,279
69,704
Eliminated in respect of disposals
-
0
(49,897)
(49,897)
At 31 December 2024
17,797
85,993
103,790
Carrying amount
At 31 December 2024
14,203
44,634
58,837
At 31 December 2023
17,956
96,698
114,654
NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
12
Debtors
2024
2023 Unaudited
Amounts falling due within one year:
£
£
Trade debtors
2,533,152
2,201,859
Other debtors
1,428,380
436,534
Prepayments and accrued income
121,371
149,682
4,082,903
2,788,075
13
Cash at bank and in hand
2024
2023 Unaudited
£
£
Cash at bank and in hand
11,988,779
7,877,682
11,988,779
7,877,682
Included in the above cash at bank and in hand is £2,402,719 (2023 - £1,423,413) which is being held on behalf of insurers.
14
Creditors: amounts falling due within one year
2024
2023 Unaudited
£
£
Trade creditors
273,725
185,548
Taxation and social security
192,448
150,278
Other creditors
328,973
634,843
Accruals and deferred income
543,864
424,912
1,339,010
1,395,581

Included in accruals and deferred income is the claims handling provision £431,715 (2023: £318,864), to match against future costs.

15
Provisions for liabilities
2024
2023 Unaudited
£
£
Clawback
6,241,612
4,231,130
Cancellations
132,254
119,165
6,373,866
4,350,295
NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Provisions for liabilities
(Continued)
- 21 -
Movements on provisions:
Clawback
Cancellations
Total
£
£
£
At 1 January 2024
4,231,130
119,165
4,350,295
Additional provisions in the year
2,010,482
13,089
2,023,571
At 31 December 2024
6,241,612
132,254
6,373,866
16
Retirement benefit schemes
2024
2023 Unaudited
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
100,355
78,842

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.

17
Share-based payment transactions

During 2021, the Company entered into an equity settled share option scheme for 11 members of staff of 760,001 Ordinary A shares. The exercise price at the grant date was £0.40 per share. All of the shares were exercised and in 2024 37,735 were cancelled.

 

During 2022, the Company entered into an equity settled share option scheme for 22 members of staff of 347,025 Ordinary B shares. The exercise price at the grant date was £0.56 per share. All of the shares were exercised and in 2024 51,967 were cancelled.

 

During 2023, the Company entered into an equity settled share option scheme for 1 member of staff of 327,292 Ordinary C shares. The exercise price at the grant date was £2.18 per share. The Ordinary C shares were exercised in 2023 and cancelled in 2024, being replaced with Deferred shares.

 

In 2023 the Company also entered into an equity settled share option scheme with the insurer of 270,271 Preference A shares. The exercise price at the grant date was £0.00. The shares were exercised in 2024.

 

The Company began an equity settled Enterprise Management Incentive (EMI) share scheme for employees in 2023. In 2023, 1,135,227 EMI shares were taken up by 35 employees with an exercise price of £0.56. EMI shares are available to all employees of the Company and they are subject to non-market vesting conditions, and are granted increasingly with length of service.

 

During 2024, 1,138,680 EMI shares were taken up by 53 employees with an exercise price of £0.0001, replacing the surrendered EMI share options in 2023.

 

 

 

NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Share-based payment transactions
(Continued)
- 22 -
Number of share options
Weighted average exercise price
2024
2023 Unaudited
2024
2023 Unaudited
Number
Number
£
£
Outstanding at 1 January 2024
2,272,227
1,092,026
0.44
0.45
Granted
1,138,680
1,405,498
-
0
0.45
Forfeited
(823,570)
0
(225,297)
0.44
0.55
Exercised
(270,271)
0
-
0
-
0
-
0
Outstanding at 31 December 2024
2,317,066
2,272,227
0.27
0.44
Exercisable at 31 December 2024
1,501,652
918,023
0.32
0.47

The options outstanding at 31 December 2024 had an exercise price ranging from £0.0001 to £0.56, and an average remaining contractual life of 3 years.

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

 

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

 

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

18
Share capital
2024
2023 Unaudited
2024
2023 Unaudited
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 0.01p each
3,538,614
3,333,334
354
333
Ordinary A of 0.01p each
717,265
755,000
72
76
Ordinary B of 0.01p each
155,935
207,902
16
21
Ordinary C of 0.01p each
0
327,292
33
33
Deferred of 0.01p each
327,292
-
-
0
-
0
4,739,106
4,623,528
475
463
NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Share capital
(Continued)
- 23 -
2024
2023 Unaudited
2024
2023 Unaudited
Preference share capital
Number
Number
£
£
Issued and fully paid
Series A of 0.01p each
10,525,105
10,525,105
1,053
1,053
Series A1 of 0.01p each
3,333,333
3,063,062
333
305
Series B1 of 0.01p each
1,498,543
0
150
-
0
Series B2 of 0.01p each
12,317
0
1
-
0
15,369,298
13,588,167
1,537
1,358
Issued and fully paid
Series B1 of 0.01p each
2,217,022
-
221
-
Series B2 of 0.01p each
234,019
-
25
-
2,451,041
-
246
-
Preference shares classified as equity
1,783
1,358
Total equity share capital
2,258
1,821

The Ordinary shares are non-redeemable with full voting rights, rights to received dividends. The Ordinary A and B shares have no voting rights and no rights to dividends. The Ordinary, A and B shares rank pari passu with respects to rights to participate in any capital distribution:

 

On a return of capital on liquidation or otherwise, the surplus assets remaining after payment of liabilities shall be distributed amongst the holders of ordinary shares in proportion to their respective holdings of ordinary shares.

 

If the surplus assets exceed the A Hurdle Amount (an amount determined by the Board on 28 June 2021), the excess amount shall also be distributed amongst the holders of ordinary shares in proportion to their respective holdings of ordinary shares.

 

If the surplus assets exceed the B Hurdle Amount (an amount determined by the Board on 28 March 2022), the excess amount shall be paid to the holders of ordinary shares in proportion to their respective holdings of ordinary shares.

 

If the surplus assets exceed the C Hurdle Amount (an amount determined by the Board on 14 June 2023), the excess amount shall be paid to the holders of ordinary shares in proportion to their respective holdings of ordinary shares.

 

The preferred shares rank pari passu with respects to the right to receive notice and vote at all general meetings and vote on proposed written resolutions and rights to dividends. In the event of liquidation the preferred shares rank ahead of all classes of Ordinary shares and fall in the order as such: Series A first, Series A1 second, Series B1 third and Series B2 fourth.

 

The deferred shares have attached to them no right to voting, dividends and capital distribution; nor do they confer any rights of redemption.

NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Share capital
(Continued)
- 24 -
19
Cash absorbed by operations
2024
2023 Unaudited
£
£
Loss after taxation
(6,474,422)
(5,978,498)
Adjustments for:
Investment income
(105,068)
(317,508)
Loss on disposal of tangible fixed assets
19,652
-
Amortisation and impairment of intangible assets
721,474
364,161
Depreciation and impairment of tangible fixed assets
69,705
55,496
Fair value adjustment to disposal group
(129,502)
135,932
Increase in provisions
2,023,571
3,384,611
Movements in working capital:
(Increase)/decrease in debtors
(1,294,828)
2,215,881
Decrease in creditors
(56,571)
(3,209,343)
Cash absorbed by operations
(5,225,989)
(3,349,268)
20
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
7,877,682
4,111,097
11,988,779
21
Prior period adjustment
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2023
£
£
£
Fixed assets
Other intangibles
-
1,328,822
1,328,822
Creditors due within one year
Other creditors
(925,370)
(319,933)
(1,245,303)
Provisions for liabilities
Other provisions
(4,231,131)
(119,164)
(4,350,295)
Net assets
5,473,632
889,725
6,363,357
NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Prior period adjustment
As previously reported
Adjustment
As restated at 31 Dec 2023
£
£
£
(Continued)
- 25 -
Capital and reserves
Other reserves
143,336
(7,404)
135,932
Profit and loss reserves
(12,069,678)
897,129
(11,172,549)
Total equity
5,473,632
889,725
6,363,357
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 December 2023
£
£
£
Turnover
3,798,189
(156,703)
3,641,486
Administrative expenses
(8,248,098)
587,867
(7,660,231)
Loss for the financial period
(6,409,662)
431,164
(5,978,498)
Reconciliation of changes in equity
1 January
31 December
2023
2023
£
£
Adjustments to prior year
Capitalisation of development costs
904,899
1,848,689
Amortisation of development costs
(155,706)
(519,867)
Provisions for commissions on cancellations
(37,053)
(119,164)
Provision for policy management
(244,272)
(318,864)
Other
(1,903)
(1,069)
Total adjustments
465,965
889,725
Equity as previously reported
11,740,366
5,473,632
Equity as adjusted
12,206,331
6,363,357
Analysis of the effect upon equity
Other reserves
-
(7,404)
Profit and loss reserves
465,965
897,129
465,965
889,725
NAPO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
21
Prior period adjustment
(Continued)
- 26 -
Reconciliation of changes in loss for the previous financial period
2023 Unaudited
£
Adjustments to prior year
Capitalisation of development costs
943,790
Amortisation of development costs
(364,161)
Provisions for commissions on cancellations
(82,111)
Provision for policy management
(74,592)
Share based payment provision
7,404
Other
834
Total adjustments
431,164
Loss as previously reported
(6,409,662)
Loss as adjusted
(5,978,498)
Notes to reconciliation
Capitalisation of software development costs

The company has capitalised software development costs previously expensed in the years ended 31 December 2022 and 31 December 2023.The capitalised intangible assets have subsequently been amortised.

Provisions for commissions on cancellations

The company has included a provision in respect of active policies that may be cancelled before the end of their return, resulting in the payment of refunds as at 31 December 2022 and 31 December 2023.

Provisions for policy management

The company has included a provision in respect of income deferred to match against future costs, such as claims and customer resolutions, as at 31 December 2022 and 31 December 2023.

Share based payment provision

The company has amended the initial share option provision for the year ended 31 December 2023.

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