Company Registration No. 10505085 (England and Wales)
TIPI GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
TIPI GROUP LIMITED
CONTENTS
Page
Group balance sheet
1 - 2
Company balance sheet
3
Group statement of changes in equity
4
Company statement of changes in equity
5
Notes to the financial statements
6 - 15
TIPI GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
43,299
63,223
Tangible assets
5
38,294
50,053
Investments
6
21,167
24,422
102,760
137,698
Current assets
Debtors
8
1,548,775
1,327,923
Cash at bank and in hand
967,488
277,204
2,516,263
1,605,127
Creditors: amounts falling due within one year
9
(1,915,947)
(1,217,256)
Net current assets
600,316
387,871
Total assets less current liabilities
703,076
525,569
Provisions for liabilities
(8,118)
(8,416)
Net assets
694,958
517,153
Capital and reserves
Called up share capital
11
2,000
2,000
Share premium account
197,604
197,604
Other reserves
73,502
63,557
Profit and loss reserves
421,852
253,992
Total equity
694,958
517,153

The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

For the financial year ended 31 December 2024 the group was entitled to exemption from audit under section 477 of the Companies Act 2006.

Directors' responsibilities under the Companies Act 2006:

 

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

TIPI GROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 22 July 2025 and are signed on its behalf by:
22 July 2025
Oliver Sam Bishop
Director
TIPI GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 3 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
5
2,920
-
0
Investments
6
200,601
201,601
203,521
201,601
Current assets
Debtors
8
222,943
1,737,226
Creditors: amounts falling due within one year
9
(57,103)
(1,567,348)
Net current assets
165,840
169,878
Net assets
369,361
371,479
Capital and reserves
Called up share capital
11
2,000
2,000
Share premium account
197,604
197,604
Share options reserves
57,341
55,505
Profit and loss reserves
112,416
116,370
Total equity
369,361
371,479

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £3,954 (2023 - £255,066 profit).

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 22 July 2025 and are signed on its behalf by:
22 July 2025
Oliver Sam Bishop
Director
Company Registration No. 10505085
TIPI GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Share capital
Share premium account
Share options reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
2,000
197,604
90,125
235,446
525,175
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
58,546
58,546
Dividends
-
-
-
(40,000)
(40,000)
Other movements
-
-
(26,568)
-
(26,568)
Balance at 31 December 2023
2,000
197,604
63,557
253,992
517,153
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
167,860
167,860
Transfers
-
-
9,945
-
9,945
Balance at 31 December 2024
2,000
197,604
73,502
421,852
694,958
TIPI GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Notes
Share capital
Share premium account
Share options reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
2,000
197,604
71,669
(98,696)
172,577
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
255,066
255,066
Dividends
-
-
-
(40,000)
(40,000)
Other movements
-
-
(16,164)
-
(16,164)
Balance at 31 December 2023
2,000
197,604
55,505
116,370
371,479
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(3,954)
(3,954)
Share options
10
-
-
1,836
-
1,836
Balance at 31 December 2024
2,000
197,604
57,341
112,416
369,361
TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
1
Accounting policies
Company information

TIPI Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1st Floor, 53 Frith Street, London, W1D 4SN.

 

The group consists of TIPI Group Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The consolidated group financial statements consist of the financial statements of the parent company TIPI Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

1.3
Turnover

Turnover is recognised at the fair value of the consideration receivable for services provided in the normal course of business, and is shown net of VAT. The fair value of consideration takes into account trade discounts and settlement discounts.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
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.

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:

Patents & licences
10% straight line basis
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
20% straight line
Fixtures, fittings & equipment
Between 1 and 5 years on a straight line basis
Computer equipment
Between 1 and 5 years on a straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

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

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Other fixed asset investments are stated at cost or valuation less provision for diminution in value.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 8 -
1.9
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.

1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

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.

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 group 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.

Basic financial liabilities

Basic financial liabilities, including creditors 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.

 

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Taxation

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

TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 9 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
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.

 

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

Equity-settled share options are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Share options

The group operates an employee share option scheme. The options are valued using the Black Scholes methodology with a charge to the Profit and loss account and a corresponding increase in the equity being computed each year. The cost of this scheme and the present value of the obligation depends on a number of factors, including; the value of the group's shares at grant date, the group's risk free rate, the expected term over which the options will be exercised and the group's volatility. Management estimate these factors in determining the present value, based on historic and benchmarked information.

3
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Total
65
63
3
3
4
Intangible fixed assets
Group
Goodwill
Other
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
198,600
640
199,240
Amortisation and impairment
At 1 January 2024
135,710
307
136,017
Amortisation charged for the year
19,860
64
19,924
At 31 December 2024
155,570
371
155,941
Carrying amount
At 31 December 2024
43,030
269
43,299
At 31 December 2023
62,890
333
63,223
TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Intangible fixed assets
(Continued)
- 11 -
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
5
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2024
-
0
37,191
182,654
219,845
Additions
2,969
467
9,152
12,588
Disposals
-
0
-
0
(3,069)
(3,069)
At 31 December 2024
2,969
37,658
188,737
229,364
Depreciation and impairment
At 1 January 2024
-
0
33,530
136,262
169,792
Depreciation charged in the year
49
2,821
21,477
24,347
Eliminated in respect of disposals
-
0
-
0
(3,069)
(3,069)
At 31 December 2024
49
36,351
154,670
191,070
Carrying amount
At 31 December 2024
2,920
1,307
34,067
38,294
At 31 December 2023
-
0
3,661
46,392
50,053
Company
Leasehold land and buildings
£
Cost
At 1 January 2024
-
0
Additions
2,969
At 31 December 2024
2,969
Depreciation and impairment
At 1 January 2024
-
0
Depreciation charged in the year
49
At 31 December 2024
49
Carrying amount
At 31 December 2024
2,920
TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
6
Fixed asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Shares in group undertakings and participating interests
-
-
200,601
201,601
Other investments other than loans
21,167
24,422
-
-
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2024 and 31 December 2024
24,422
Impairment
At 1 January 2024
-
Disposals
3,255
At 31 December 2024
3,255
Carrying amount
At 31 December 2024
21,167
At 31 December 2023
24,422
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
201,601
Valuation changes
(1,000)
At 31 December 2024
200,601
Carrying amount
At 31 December 2024
200,601
At 31 December 2023
201,601
TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
7
Subsidiaries
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
We Are Roast Ltd
1st Floor, 53 Frith Street, London, W1D 4SN
Ordinary shares
100.00
We Are Kitty Ltd
As above
Ordinary shares
100.00
Rabbit and Pork Limited
As above
Ordinary shares
100.00
We Are Roast Pty
Workshop 17, V & A Waterfront, Capetown, 8002
Ordinary shares
100.00
8
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
840,292
800,498
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
164,487
1,675,803
Other debtors
708,483
527,425
58,456
61,423
1,548,775
1,327,923
222,943
1,737,226
9
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans and overdrafts
120
121
-
0
-
0
Trade creditors
988,194
259,566
8
5,325
Amounts owed to group undertakings
-
0
-
0
-
0
1,554,922
Corporation tax payable
98,739
29,231
-
0
25
Other taxation and social security
260,716
132,671
-
0
-
0
Other creditors
568,178
795,667
57,095
7,076
1,915,947
1,217,256
57,103
1,567,348
10
Share options transactions
Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
54,219
52,344
6.76
4.89
Granted
625
3,125
6.99
20.55
Forfeited
-
(1,250)
-
26.53
Outstanding at 31 December 2024
54,844
54,219
6.99
6.76
Exercisable at 31 December 2024
38,500
36,250
1.00
1.00
TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Share options transactions
(Continued)
- 14 -

The options outstanding at 31 December 2024 had an exercise price ranging from £1 to £27, and a remaining contractual life ranging from 4 to 5 years.

 

Equity-settled share options are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Company
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
46,250
44,375
4.05
2.57
Granted
-
1,875
-
16.57
Outstanding at 31 December 2024
46,250
46,250
4.05
4.05
Exercisable at 31 December 2024
37,250
37,250
1.00
1.00

The options outstanding at 31 December 2024 had an exercise price ranging from £1 to £17, and a remaining contractual life ranging from 4 to 5 years.

 

Equity-settled share options are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Group
Inputs were as follows:
2024
2023
Weighted average share price
4.58
4.62
Weighted average exercise price
6.99
6.76
Company
Inputs were as follows:
2024
2023
Weighted average share price
1.98
1.92
Weighted average exercise price
4.05
4.05
TIPI GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Share options transactions
(Continued)
- 15 -
Group
Company
2024
2023
2024
2023
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
9,945
(26,568)
1,836
(16,164)
11
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
'A' Ordinary shares of 1p each
200,000
200,000
2,000
2,000
12
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
1,082,794
286,535
1,082,794
286,535
13
Secured debts

A company within the group has an overdraft facility which is secured by way of a fixed and floating charge over the company's assets. At the balance sheet date £120 were owed to the bank in respect of this undertaking (2023: £121).

14
Related party transactions

The company and the group have taken advantage of the exemption in FRS 102 not to disclose transactions with companies which are wholly owned within the group.

 

During the year the group received services totalling £3,806 (2023: £3,103) from Summerill & Bishop Limited, a company connected to a director.

 

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