Company registration number 15009859 (England and Wales)
GREENPLOVER LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
GREENPLOVER LTD
COMPANY INFORMATION
Directors
Mrs K L H Cooke
(Appointed 18 July 2023)
Mrs C F Nesbit
(Appointed 18 July 2023)
Mr John Cooke
(Appointed 18 July 2023)
Secretary
Mrs K L H Cooke
Company number
15009859
Registered office
Third Floor
Connexions
159 Princes Street
Ipswich
IP1 1QJ
Auditor
Ensors Accountants LLP
Connexions
159 Princes Street
Ipswich
IP1 1QJ
Bankers
C Hoare & Co
37 Fleet Street
London
EC4P 4DQ
GREENPLOVER LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 28
GREENPLOVER LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the period ended 31 December 2024.
Review of the business
The company was incorporated 18 July 2023 in order to acquire the entire share capital of Ransome's Trading Holding Company Limited, whose activities were that of a holding company.
The principal activity of the group acquired was that of a holding company of subsidiaries trading as a Lloyd’s corporate capital member in run off, conducting silviculture, agricultural production, real estate transactions, arable land rent and sale of felling right of standing timber from company owned properties, and other trading activities.
The group had ceased to write insurance business in the Lloyd’s insurance market as a Lloyd’s corporate capital member as at 31 December 2021 and the directors consider that the retained activities are well placed for future development.
With regard to the group’s activity of trading as a Lloyd’s corporate capital member, the financial statements incorporate the annual accounting results of the Syndicates on which the group participates for any run-off years of account. The run-off year movement for the period ending 31 December 2024 was £Nil.
The subsidiary conducting silviculture agricultural production etc was demerged in the period.
Financial risk management objectives and policies
The financial risk management objectives of the group are set by the directors to enable the group to achieve its long-term growth objective.
The group is principally exposed to financial risk through its participation on Lloyd’s Syndicates. It has delegated sole management and control of its underwriting through each Syndicate to the Managing Agent of that Syndicate and it looks to the Managing Agents to implement appropriate policies, procedures and internal controls to manage each Syndicate’s exposures to insurance risk, credit risk, market risk, liquidity risk and operational risk. The group is also directly exposed to investment risks in respect of the Funds deposited at Lloyd’s under the Lloyd’s Deposit Trust Deed and its other investments. The group is exposed to investment risk, liquidity risk and interest rate risk and ensures these funds and other investments are managed to mitigate these risks by investing in highly rated and readily realisable investments.
Hedge accounting is not used by the group.
Key performance indicators
The directors monitor the performance of the group by reference to the following key performance indicators:
Capacity (youngest underwriting year) 2024 £Nil
Gross premium written as a % of capacity 2024 0.0%
Underwriting result of latest closed year:
as a % of capacity 2024 0.0%
Run-off years of account movement 2024 £Nil
Combined ratio 2024 0.0%
FTSE100 movement 2024 5% increase
The combined ratio is the ratio of net claims incurred and net operating expenses to net premiums earned.
GREENPLOVER LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
Section 172(1) statement
The Directors have considered the matters set out in Section 172(1) of the Companies Act 2006 when performing their duties and comment as follows:
a) The group operated in the Lloyd’s insurance market. The majority of its activities were carried out by the syndicates on which it participates. The group is not involved directly in the management of the syndicates’ activities, as these are the responsibility of the Managing Agents.
b) Other than the Directors the group has no employees. The Directors do not receive any remuneration from the group.
c) The group's only suppliers are those who provide services for the administration of the group. The Directors ensure supplier invoices are paid on time in line with any agreed terms.
d) The group's operations do not by their very nature produce significant environmental emissions.
e) The group and the syndicates are required to operate within the guidelines and code of conduct of the Lloyd’s market. Behind the Lloyd’s market is the Lloyd’s Corporation, an independent organisation that acts to protect and maintain the market’s reputation and provides services and original research, reports and analysis to the industry’s knowledge base. The Directors ensure compliance with relevant requirements and promote high standards of business conduct.
f) The Directors work very closely with the members of the group to discuss all significant decisions including the level of participation on the syndicates. |
More information on this can be found at www.argentagroup.com/site-services/section_172_1_statement. |
Mrs C F Nesbit
Director
28 August 2025
GREENPLOVER LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the period ended 31 December 2024.
Principal activities
The company was incorporated 18 July 2023 in order to acquire the entire share capital of Ransome's Trading Holding Company Limited, whose activities were that of a holding company.
The principal activity of the group acquired was that of a holding company of subsidiaries trading as a Lloyd’s corporate capital member in run off, conducting silviculture, agricultural production, real estate transactions, arable land rent and sale of felling right of standing timber from company owned properties, and other trading activities. The group had ceased underwriting at 31 December 2021.
The subsidiary conducting silviculture agricultural production etc was demerged in the period.
Results and dividends
The results for the period are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr P N R Cooke
(Appointed 18 July 2023 and resigned 24 February 2024)
Mrs K L H Cooke
(Appointed 18 July 2023)
Mrs C F Nesbit
(Appointed 18 July 2023)
Mr John Cooke
(Appointed 18 July 2023)
Future developments
The group will continue with its principal activity of a holding company of subsidiaries trading as a Lloyd's corporate capital member in run off and other trading activities.
Auditor
Ensors Accountants LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that Ensors Accountants LLP be reappointed as auditor of the group will be put at a General Meeting.
Energy and carbon report
As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Strategic report
The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk disclosures.
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 auditor of the company 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 auditor of the company is aware of that information.
GREENPLOVER LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
Mrs C F Nesbit
Director
28 August 2025
GREENPLOVER LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -
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 group and company, and of the profit or loss of the group 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
GREENPLOVER LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GREENPLOVER LTD
- 6 -
Opinion
We have audited the financial statements of Greenplover Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the period 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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 period 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.
GREENPLOVER LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GREENPLOVER LTD
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their 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:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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 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 parent 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 parent 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.
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 procedures we have undertaken to detect irregularities, including fraud, are detailed below:
We obtained an understanding of the group and the sectors in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussion with management and the application of our knowledge and experience of the sectors in which the group operates. We determined the principal laws and regulations relevant to the group in this regard to be those arising from the Companies Act 2006, Lloyd’s byelaws as they relate to the group and UK taxation legislation.
1. discussion with management of any known, or suspected, instances of non-compliance by the group with those laws and regulations;
2. discussion with management of any known, or suspected, incidence of fraud;
3. review of the financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
4. review of the minutes of the board of directors and other correspondence as we deemed appropriate; and
5. review and testing of the system of controls established by management to ensure the accuracy of the financial statements.
GREENPLOVER LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GREENPLOVER LTD
- 8 -
We identified the risks of material misstatement of the financial statements due to fraud as being those arising from management override of controls. We have addressed this risk by performing audit procedures which included, but were not limited to, the testing of journals, reviewing material accounting estimates for evidence of bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business that came to our attention.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or noncompliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Helen Rumsey (Senior Statutory Auditor)
For and on behalf of Ensors Accountants LLP, Statutory Auditor
Chartered Accountants
Connexions
159 Princes Street
Ipswich
IP1 1QJ
29 August 2025
GREENPLOVER LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 9 -
Period
ended
Continuing
Discontinued
31 December
operations
operations
2024
Notes
£
£
£
Administrative expenses
(153,678)
-
(153,678)
Other interest receivable and similar income
5
489,299
-
489,299
Other interest payable and similar expenses
6
(2,483)
-
(2,483)
Amounts written off investments
7
(374,095)
-
(374,095)
Profit/(loss) on disposal of operations
19
- Metsatalu Ou Holding Co Ltd
-
725,443
725,443
Profit before taxation
(40,957)
725,443
684,486
Tax on profit
8
36,411
-
36,411
Profit for the financial period
(4,546)
725,443
720,897
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
GREENPLOVER LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
Notes
£
£
Current assets
Debtors
13
567,912
Investments
15
22,627,364
Cash at bank and in hand
820,664
24,015,940
Creditors: amounts falling due within one year
16
(25,000)
Net current assets
23,990,940
Capital and reserves
Called up share capital
17
23,270,043
Profit and loss reserves
720,897
Total equity
23,990,940
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 28 August 2025 and are signed on its behalf by:
28 August 2025
Mrs C F Nesbit
Director
Company registration number 15009859 (England and Wales)
GREENPLOVER LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
Notes
£
£
Fixed assets
Investments
11
23,989,540
Current assets
Debtors
13
1,400
Net current assets
1,400
Net assets
23,990,940
Capital and reserves
Called up share capital
17
23,270,043
Profit and loss reserves
720,897
Total equity
23,990,940
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £720,897.
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 28 August 2025 and are signed on its behalf by:
28 August 2025
Mrs C F Nesbit
Director
Company registration number 15009859 (England and Wales)
GREENPLOVER LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 18 July 2023
Period ended 31 December 2024:
Profit and total comprehensive income
-
720,897
720,897
Issue of share capital
17
37,527,000
-
37,527,000
Reduction of shares
17
(14,256,957)
-
(14,256,957)
Balance at 31 December 2024
23,270,043
720,897
23,990,940
GREENPLOVER LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 18 July 2023
Period ended 31 December 2024:
Profit and total comprehensive income
-
720,897
720,897
Issue of share capital
17
37,527,000
-
37,527,000
Reduction of shares
17
(14,256,957)
-
(14,256,957)
Balance at 31 December 2024
23,270,043
720,897
23,990,940
GREENPLOVER LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 14 -
2024
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
22
(10,803,765)
Interest paid
(2,483)
Income taxes paid
(29,676)
Net cash outflow from operating activities
(10,835,924)
Investing activities
Purchase of business
2,153,033
Proceeds from disposal of business
(1,788,744)
Proceeds from disposal of investments
10,803,000
Interest received
164,907
Dividends received
369,329
Other income received from investments
(44,937)
Net cash generated from investing activities
11,656,588
Net increase in cash and cash equivalents
820,664
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
820,664
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information
Greenplover Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Third Floor, Connexions, 159 Princes Street, Ipswich, IP1 1QJ.
The group consists of Greenplover Limited and all of its subsidiaries.
1.1
Reporting period
The company was incorporated on 18 July 2023 and is preparing its first financial statements for the period ended 31 December 2024 which is co terminous with the accounting period of the company's subsidiaries.
1.2
Basis of preparation
These Financial Statements have been prepared in accordance with FRS 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland, FRS 103 Insurance Contracts and applicable legislation, as set out in the Companies Act 2006 and The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (“SI 2008/410”).
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 certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The 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 for parent company information presented within the consolidated financial statements:
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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.3
Business combinations
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 cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.4
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Greenplover 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.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.5
Going concern
One of the group’s subsidiaries ceased underwriting at 31 December 2021, and its financial statements were prepared on a break up basis. The group, however, continues and these financial statements have been prepared on a going concern basis.
At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.
1.6
Tangible fixed assets
Biological assets are measured on initial recognition as well as at each balance sheet date at their fair value less estimated point of sale costs, except for such biological assets whose fair value cannot be estimated reliably. The discounted net cash flow model is used to determine the fair value of an asset.
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.
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.7
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
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.
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 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 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.
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
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 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.
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 group 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.
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.
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the group 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 group.
1.11
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the period. 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.
For its underwriting activities, the group is taxed on its share of the underwriting results declared by Syndicates and these are deemed to accrue evenly over the calendar year in which they are declared. The Syndicates’ results included in these financial statements (excluding any losses on open years of account) are only declared for tax purposes in the calendar year following closure of the year of account. HM Revenue & Customs agrees the taxable results of Syndicates at a Syndicate level on the basis of computations submitted by the Managing Agent. At the date of approval of these financial statements, the Syndicates’ taxable results of this period have not been agreed. Any adjustments that may be necessary to the tax provision as a result of HM Revenue & Customs agreement of Syndicates’ taxable results will be reflected in the financial statements of subsequent periods.
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.
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.13
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.
1.14
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.
1.15
Current asset investments
Current asset investments are included at fair value.
2
Judgements and key sources of estimation uncertainty
In applying the group’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. The estimates and underlying assumptions are reviewed on an ongoing basis. |
The management and control of each Syndicate is carried out by the managing agent of that Syndicate, and the group looks to the managing agent to implement appropriate policies, procedures and internal controls to manage each Syndicate. The critical accounting judgements and key sources of estimation uncertainty set out below therefore relate to those made by the directors in respect of the Corporate activity only, and do not include estimates and judgements made in respect of the Syndicates’ activities. |
Critical judgements
The critical judgements that the directors have made in the process of applying the group’s accounting policies and that have most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. Indicators of impairments identified during the current financial period include those in respect of goodwill on consolidation and of fixed assets investments for the company.
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 21 -
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Impairment review
The impairment of the Syndicate Assets is performed by the Syndicate themselves. The directors perform an impairment review when indications of impairment arise.
Recoverability of receivables
The group establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability, the directors consider factors such as the aging of the receivables, past experience of recoverability, and the credit profile of individuals or groups of counterparties.
3
Operating loss
2024
£
Operating loss for the period is stated after charging:
Exchange losses
29,002
Fees payable to the group's auditor for the audit of the group's financial statements
6,975
4
Employees
The average monthly number of persons (including directors) employed by the group and company during the period was:
Group
Company
2024
2024
Number
Number
Directors
4
4
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 22 -
5
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
46,129
Other interest income
118,778
Total interest revenue
164,907
Other income from investments
Dividends received
369,329
Gains on financial instruments measured at fair value through profit or loss
(44,937)
Total income
489,299
Disclosed on the profit and loss account as follows:
Other interest receivable and similar income
489,299
2024
Investment income includes the following:
£
Interest on financial assets measured at fair value through profit or loss
(44,937)
Dividends from financial assets measured at fair value through profit or loss
369,329
6
Interest payable and similar expenses
2024
£
Other interest on financial liabilities
2,483
Disclosed on the profit and loss account as follows:
Other interest payable and similar expenses
2,483
7
Amounts written off investments
2024
£
Fair value gains/(losses) on financial instruments
Loss on financial assets held at fair value through profit or loss
(522,759)
Other gains/(losses)
Other gains and losses
148,664
(374,095)
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 23 -
8
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
4,270
Foreign current tax on profits for the current period
25,406
Total current tax
29,676
Deferred tax
Origination and reversal of timing differences
(55,480)
Changes in tax rates
(3,298)
Adjustment in respect of prior periods
(7,309)
Total deferred tax
(66,087)
Total tax credit
(36,411)
Of the charge to current tax in relation to discontinued operations, £0 relates to tax on profits and £0 arose on disposal.
The actual (credit)/charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
2024
£
Profit before taxation
684,486
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
171,122
Gains not taxable
(178,173)
Change in unrecognised deferred tax assets
(29,360)
Taxation credit
(36,411)
The results of the group’s participation on any years of account in run off will not be assessed until the year after the calendar year results of each run-off year is reported.
9
Discontinued operations
Metsatalu Ou Holding Co Ltd
On 28 March 2024 the company entered into a sale agreement to dispose of Metsatalu Ou Holding Co Ltd. The disposal was effected in order to demerge one side of the group. The sale was completed on 28 March 2024.
A profit of £725,443 arose on the disposal, being the proceeds of the sale, less the carrying amount of the business assets.
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 24 -
10
Tangible fixed assets
Group
Freehold land and buildings
Biological assets
Total
£
£
£
Cost
At 18 July 2023
Additions
55,258
9,053,158
9,108,416
Disposals
(55,258)
(9,053,158)
(9,108,416)
At 31 December 2024
Depreciation and impairment
At 18 July 2023 and 31 December 2024
Carrying amount
At 31 December 2024
The company had no tangible fixed assets at 31 December 2024.
11
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
12
23,989,540
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 18 July 2023
-
Additions
42,564,835
Disposals
(14,256,957)
At 31 December 2024
28,307,878
Impairment
At 18 July 2023
-
Impairment losses
4,318,338
At 31 December 2024
4,318,338
Carrying amount
At 31 December 2024
23,989,540
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 25 -
12
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Ransome's Trading Holding Company Limited
United Kingdom
Ordinary
100.00
-
Ransome's Trading Limited
United Kingdom
Ordinary
0
100.00
Ransomes Underwriting Limited
United Kingdom
Ordinary
0
100.00
13
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Other debtors
567,912
1,400
14
Funds at Lloyd's
The amount of Funds at Lloyd's at 31 December 2024 is represented in the group balance sheet as £29,814 cash - Corporate. There were no Funds at Lloyd's in the Syndicate Participation.
Funds at Lloyd’s represents assets deposited with the Corporation of Lloyd’s (Lloyd’s) to support the group’s underwriting activities. The group has entered into a Lloyd’s Deposit Trust Deed which gives Lloyd’s the right to apply these monies in settlement of any claims arising from the participation on the Syndicates. These monies can only be released from the provision of this Deed with Lloyd’s express permission and only in circumstances where the amounts are either replaced by an equivalent asset, or after the expiration of the group’s liabilities in respect of its underwriting.
15
Current asset investments
Group
Company
2024
2024
£
£
Listed investments
22,627,364
-
16
Creditors: amounts falling due within one year
Group
Company
2024
2024
£
£
Accruals and deferred income
25,000
17
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A shares of £1 each
23,270,043
23,270,043
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
17
Share capital
(Continued)
- 26 -
The company issued 1,400 subscriber shares of £1 each on incorporation on 18 July 2023.
A further 37,525,600 ordinary shares of £1 each were allotted on 2 February 2024.
The company's share capital was converted into 23,270,043 ordinary A shares of £1 each and 14,256,957 ordinary B shares of £1 each on 2 February 2024.
On 28 March 2024 the ordinary B shares were repaid as part of a capital reduction, leaving 23,270,043 ordinary A shares.
On a return of capital on liquidation or otherwise, all rights, title and interests (including, but not limited to, net income, net proceeds and capital profits), if any, and whether direct or indirect attaching to or otherwise derived from RTHCL, and its investments in RTL and RUL (each as defined in the Articles) shall attach to the A Shares to the exclusion of any other class of shares, provided that the Company has sufficient distributable profits it may pay the holders of the A Shares dividends in respect of profits derived (whether directly or indirectly) from RTHCL, to the exclusion of the other classes of shares.
18
Acquisition of a business
On 2 February 2024 the group acquired 100 percent of the issued capital of Ransome's Trading Holding Company Limited.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
9,108,416
-
9,108,416
Investments
32,132,585
1,671,874
33,804,459
Trade and other receivables
6,205,633
-
6,205,633
Cash and cash equivalents
2,153,033
-
2,153,033
Trade and other payables
(13,679,854)
-
(13,679,854)
Deferred tax
(66,087)
-
(66,087)
Total identifiable net assets
35,853,726
1,671,874
37,525,600
Goodwill
-
Total consideration
37,525,600
The consideration was satisfied by:
£
Issue of shares
37,525,600
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
-
Profit after tax
720,897
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 27 -
19
Disposals
On 28 March 2024 the group disposed of its 100% holding in Metsatalu Ou Holding Co Ltd. Included in these financial statements are profits of £12,750 arising from the company's interests in Metsatalu Ou Holding Co Ltd up to the date of its disposal.
20
Related party transactions
Due to the fact that the subsidiary companies are consolidated into these accounts, advantage is taken of Section 33 of FRS 102 – Related Party Disclosure – not to disclose transactions and balances with group companies and investees of the group.
On 2 February 2024 the group acquired the entire share capital of Ransome's Trading Holding Company Limited. On 28 March 2024 the group entered into a sale agreement to dispose of Metsatalu Ou Holding Co Limited. The disposal was effected in order to demerge one side of the group.
21
Capital Management
Lloyd’s capital setting process
In order to meet Lloyd’s requirements, each Syndicate is required to calculate its Standard Capital Requirement (“SCR”) for the prospective underwriting year. This amount must be sufficient to cover a 1 in 200 year loss, reflecting uncertainty in the ultimate run-off of underwriting liabilities (SCR “to ultimate”). The Syndicate must also calculate its SCR at the same confidence level but reflecting uncertainty over a one year time horizon (one year SCR) for Lloyd’s to use in meeting Solvency II requirements. The SCRs of each Syndicate are subject to review by Lloyd’s and approval by the Lloyd’s Capital and Planning Group.
Each Syndicate member is liable for its own share of underwriting liabilities on the Syndicate on which it participates but not other members’ shares.
Accordingly, the capital requirement that Lloyd’s sets for each member operates on a similar basis. Each member’s SCR shall thus be determined by the sum of the member’s share of the Syndicate SCR “to ultimate”.
Over and above this, Lloyd’s applies a capital uplift to the member’s capital requirement, the ECA. The purpose of this uplift, which is a Lloyd’s requirement and not a Solvency II requirement, is to meet Lloyd’s financial strength, licence and ratings objectives.
The Funds at Lloyd’s represent the capital which allows the group to participate on the Syndicates. Refer to Note 17 for further information.
GREENPLOVER LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 28 -
22
Cash absorbed by group operations
2024
£
Profit after taxation
720,897
Adjustments for:
Taxation credited
(36,411)
Finance costs
2,483
Investment income
(489,299)
Gain on disposal of business
(725,443)
Other gains and losses
374,095
Movements in working capital:
Decrease in debtors
1,593,927
Decrease in creditors
(12,244,014)
Cash absorbed by operations
(10,803,765)
23
Analysis of changes in net funds - group
18 July 2023
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
-
820,664
820,664
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