Company registration number 15361375 (England and Wales)
BLUE GEM HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
BLUE GEM HOLDINGS LIMITED
COMPANY INFORMATION
Directors
K Pankhania
(Appointed 19 December 2023)
G Josen
(Appointed 4 December 2025)
K Shukla
(Appointed 4 December 2025)
A Spires
(Appointed 4 December 2025)
I Vasilauskaite
(Appointed 4 December 2025)
R Matthews
(Appointed 4 December 2025)
Company number
15361375
Registered office
Ground Floor
Kings House
101-135 Kings Road
Brentwood
Essex
CM14 4DR
Auditor
M J Bushell Audit LLP
Ground Floor
Kings House
101-135 Kings Road
Brentwood
Essex
CM14 4DR
BLUE GEM HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Company statement of cash flows
17
Notes to the financial statements
18 - 32
BLUE GEM HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Review of the business

Blue Gem Holdings Limited is a diversified services company specialising in the flexible office market, operating through four complementary brands: One Avenue Group, Flexioffices, Iconomy, and Identity. The Group’s mission is to create exceptional workspaces and service experiences that empower businesses to thrive in the evolving commercial real estate landscape.

The year 2024 has been a transformative one, marked by substantial investment in the next generation of our brands, a milestone transition to Employee Ownership Trust (EOT), and continued commitment to long-term sustainable growth and expansion.

The year 2024 represents the first year of trading under the new structure of One Avenue Property Holdings Limited, following the successful restructuring and separation of One Avenue Holdings Limited into two distinct entities; One Avenue Property Holdings Limited, which holds the property assets, and Blue Gem Holdings Limited, which operates the serviced office and associated service brands.

As Blue Gem Holdings Limited was formed as part of this restructuring and represents the first year in which the serviced office operations are consolidated under this new structure, the financial year ended 2024 represents the Company’s first year of trading. As such, direct like-for-like comparisons with prior periods are not applicable.

Financial and Operational Highlights

Despite incurring significant development and restructuring costs associated with launching Iconomy and repositioning Flexioffices, the Group’s underlying performance remained robust and cash generative.

Key Financial Highlights (2024):

Brand and Operational Highlights

 

 

 

 

 

 

 

BLUE GEM HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Other information and explanations

Strategic and Governance Milestones

 

Strategic Context and Market Position

The flexible workspace industry continues to evolve, driven by hybrid working and demand for agile office solutions. Blue Gem Holdings is positioned to capitalise on these trends through its multi-brand model.

Strategic themes include:

 

Employee Ownership Trust (EOT) and Cultural Transformation

In 2024, the Group underwent a significant milestone with the establishment of an Employee Ownership Trust. Ownership was transferred from the founding shareholders to a trust for the benefit of employees.


This represents a cultural and strategic realignment around shared success.

Benefits of the EOT:

The move to employee ownership provides a range of benefits that align directly with the company’s long-term strategy:

 

Strategic Link to Performance

The EOT model empowers our team to make agile, market-responsive decisions while maintaining a focus on long-term value creation. This aligns directly with our financial trajectory combining profitability, employee participation, and reinvestment to build sustainable business strength.

The Group is well positioned to capitalise on this sectoral momentum by continuing to develop high-quality, client-centric workspace products and strengthening its partnerships with landlords and occupiers across key markets.

BLUE GEM HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

Governance and Future Outlook

The Board recognises that 2024’s performance was a year of transition, balancing strategic investment with operational stability.

Looking ahead, 2025–2026 will focus on:

 

Early 2025 trading data and forward indicators suggest a material improvement in both profitability and brand momentum, validating the strategic course set during the 2024 financial year.

Market Environment and Industry Outlook

The flexible workspace sector continues to experience sustained structural growth, underpinned by lasting shifts in occupier behaviour, the adoption of hybrid working models, and the increasing requirement for agile, service-led office solutions. Demand for flexible workspace now consistently exceeds pre-pandemic levels, reflecting a broader transition away from long-term conventional leases towards shorter, scalable arrangements that reduce operational risk for businesses. Occupiers are increasingly prioritising high-quality environments, turnkey readiness and service-led experiences, with flexible workspace becoming an integral component of modern real estate strategies rather than a temporary or secondary option.

From an ownership and asset perspective, flexible workspace has become an essential mechanism for enhancing building occupancy, preserving asset value and meeting evolving tenant expectations. Many landlords are now actively seeking specialist partners capable of delivering operationally complex, amenity-rich flexible products that can be fully integrated into broader building strategies. This shift aligns closely with the Group’s strategic focus areas already outlined in the report, including strengthening landlord partnerships, improving asset utilisation and expanding service-led workspace solutions.

Within the wider market landscape, the ecosystem remains dominated by brokers, advisory firms and design-led providers, each offering narrow functional value but limited operational depth. This has created a notable gap for a fully integrated flexible workspace operator that can combine hospitality-led service, operational excellence and asset-aligned commercial models. As a result, there is a meaningful opportunity for the Group to further leverage its multi-brand platform, deep operational capability and strong service culture to expand its presence within the growing flexible office segment.

 

Conclusion

The year 2024 has positioned Blue Gem Holdings for a new era of growth, culture, and purpose. The Group’s transition to employee ownership underscores its belief that shared success drives sustainable results. As the Company enters this next chapter of growth, the Board will be strengthened through the addition of senior leadership across all key disciplines to guide and accelerate the Group’s strategic ambitions. By combining strong financial discipline, an empowered workforce, and a clear strategic direction, the Company is poised to deliver consistent and sustainable value to its stakeholders in 2025 and beyond.

 

BLUE GEM HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

On behalf of the board

K Pankhania
Director
12 December 2025
BLUE GEM HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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

Principal activities

The principal activity of the company and group continued to be that of providing management services.

Results and dividends

The results for the year are set out on page 10.

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

Directors

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

K Pankhania
(Appointed 19 December 2023)
G Josen
(Appointed 4 December 2025)
K Shukla
(Appointed 4 December 2025)
A Spires
(Appointed 4 December 2025)
I Vasilauskaite
(Appointed 4 December 2025)
R Matthews
(Appointed 4 December 2025)
Auditor

M J Bushell Audit LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the 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.

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
K Pankhania
Director
12 December 2025
BLUE GEM HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -

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:

 

 

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.

BLUE GEM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLUE GEM HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of Blue Gem Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, 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, the company 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 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.

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:

BLUE GEM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BLUE GEM HOLDINGS LIMITED
- 8 -
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:

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.

Management override of controls

The auditor’s explanation of its audit response will depend on the risks identified but may include:

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

Non compliance with laws and regulations

The auditor’s explanation of its audit response will depend on the risks identified but may include:

- Enquiry of management, those charged with governance around actual and potential litigation and claims.

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the 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.

BLUE GEM HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BLUE GEM HOLDINGS LIMITED
- 9 -
Corné von Wielligh ACA (Senior Statutory Auditor)
For and on behalf of M J Bushell Audit LLP, Statutory Auditor
Chartered Accountants
Ground Floor
Kings House
101-135 Kings Road
Brentwood
Essex
CM14 4DR
12 December 2025
BLUE GEM HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
Notes
£
Turnover
3
5,253,782
Cost of sales
(1,343,526)
Gross profit
3,910,256
Administrative expenses
(4,454,449)
Tax on loss
7
-
0
Loss for the financial year
(544,193)
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
BLUE GEM HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
£
Loss for the year
(544,193)
Other comprehensive income
Currency translation gain taken to retained earnings
1,793
Cash flow hedges gain arising in the year
-
0
Total comprehensive income for the year
(542,400)
Total comprehensive income for the year is all attributable to the owners of the parent company.
BLUE GEM HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
2024
Notes
£
£
Fixed assets
Goodwill
8
32,432,794
Negative goodwill
8
(305,436)
Net goodwill
32,127,358
Other intangible assets
8
15,911
Total intangible assets
32,143,269
Tangible assets
9
141,977
Investments
10
42
32,285,288
Current assets
Debtors
12
3,171,161
Cash at bank and in hand
116,553
3,287,714
Creditors: amounts falling due within one year
13
(9,055,401)
Net current liabilities
(5,767,687)
Net assets
26,517,601
Capital and reserves
Called up share capital
15
27,060,001
Profit and loss reserves
(542,400)
Total equity
26,517,601

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 12 December 2025 and are signed on its behalf by:
12 December 2025
K Pankhania
Director
Company registration number 15361375 (England and Wales)
BLUE GEM HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 13 -
2024
Notes
£
£
Fixed assets
Investments
10
27,060,003
Current assets
-
Creditors: amounts falling due within one year
13
(2)
Net current liabilities
(2)
Net assets
27,060,001
Capital and reserves
Called up share capital
15
27,060,001

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 year was £0.

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 12 December 2025 and are signed on its behalf by:
12 December 2025
K Pankhania
Director
Company registration number 15361375 (England and Wales)
BLUE GEM HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 19 December 2023
-
-
-
Year ended 31 December 2024:
Loss for the year
-
(544,193)
(544,193)
Other comprehensive income:
Currency translation differences
-
1,793
1,793
Total comprehensive income
-
(542,400)
(542,400)
Issue of share capital
15
27,060,001
-
27,060,001
Balance at 31 December 2024
27,060,001
(542,400)
26,517,601
BLUE GEM HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Share capital
Notes
£
Balance at 19 December 2023
-
Year ended 31 December 2024:
Profit and total comprehensive income
-
Issue of share capital
15
27,060,001
Balance at 31 December 2024
27,060,001
BLUE GEM HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from operations
21
3,885,267
Investing activities
Purchase of business
114,532
Purchase of intangible assets
(3,858,369)
Purchase of tangible fixed assets
(27,483)
Proceeds from disposal of tangible fixed assets
854
Proceeds from disposal of investments
(42)
Net cash used in investing activities
(3,770,508)
Financing activities
Proceeds from issue of shares
1
Net cash generated from financing activities
1
Net increase in cash and cash equivalents
114,760
Cash and cash equivalents at beginning of year
-
Effect of foreign exchange rates
1,793
Cash and cash equivalents at end of year
116,553
BLUE GEM HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from operations
22
2
Investing activities
Proceeds from disposal of subsidiaries
(2)
Purchase of investments
(27,060,001)
Net cash used in investing activities
(27,060,003)
Financing activities
Proceeds from issue of shares
27,060,001
Net cash generated from financing activities
27,060,001
Net increase in cash and cash equivalents
-
Cash and cash equivalents at beginning of year
-
Cash and cash equivalents at end of year
-
0
BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
1
Accounting policies
Company information

Blue Gem Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

 

The group consists of Blue Gem Holdings Limited and all of its subsidiaries.

1.1
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 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
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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Blue Gem Holdings 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.

BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

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.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
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.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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.

BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -

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:

Website development
20% straight line
Other software and development
20% straight line
1.8
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:

Plant and equipment
20% straight line
Fixtures and fittings
20% straight line
Computers
20% straight line

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

1.9
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.

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. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

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.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.10
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). 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

1.11
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.

1.12
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.

BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
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 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.

BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
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 group's contractual obligations expire or are discharged or cancelled.

1.13
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.

1.14
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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
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.

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.

BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
3
Turnover
2024
£
Turnover analysed by class of business
Management services
5,253,782
2024
£
Turnover analysed by geographical market
UK
5,253,782
4
Operating loss
2024
£
Operating loss for the year is stated after charging:
Exchange losses
3
Fees payable to the group's auditor for the audit of the group's financial statements
13,000
Depreciation of owned tangible fixed assets
57,790
Amortisation of intangible assets
599,192
Operating lease charges
590,114
5
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
13,000
6
Employees

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

Group
Company
2024
2024
Number
Number
78
1
BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 25 -

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
1,959,573
-
0
Social security costs
256,532
-
Pension costs
63,639
-
0
2,279,744
-
0

Administrative and management services, including staff, are provided by the company to related companies by virtue of common key management.

 

The cost of these services charged by the company in the year totals £2,336,015 and this is excluded from the above.

7
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
£
Loss before taxation
(544,193)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(136,048)
Tax effect of expenses that are not deductible in determining taxable profit
188,598
Tax effect of utilisation of tax losses not previously recognised
(45,113)
Permanent capital allowances in excess of depreciation
(7,437)
Taxation charge
-
BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
8
Intangible fixed assets
Group
Goodwill
Negative goodwill
Website development
Other software and development
Total
£
£
£
£
£
Cost
At 19 December 2023
-
0
-
0
-
0
-
-
0
Additions - separately acquired
31,205,679
(305,436)
-
0
14,402
30,914,645
Additions - business combinations
1,824,092
-
0
3,724
-
1,827,816
At 31 December 2024
33,029,771
(305,436)
3,724
14,402
32,742,461
Amortisation and impairment
At 19 December 2023
-
0
-
0
-
0
-
-
0
Amortisation charged for the year
596,977
-
0
1,345
870
599,192
At 31 December 2024
596,977
-
0
1,345
870
599,192
Carrying amount
At 31 December 2024
32,432,794
(305,436)
2,379
13,532
32,143,269
The company had no intangible fixed assets at 31 December 2024.
9
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 19 December 2023
-
0
-
0
-
0
-
0
Additions
-
0
1,000
30,207
31,207
Business combinations
25,767
24,875
118,772
169,414
Disposals
(254)
-
0
(600)
(854)
At 31 December 2024
25,513
25,875
148,379
199,767
Depreciation and impairment
At 19 December 2023
-
0
-
0
-
0
-
0
Depreciation charged in the year
10,299
10,546
36,945
57,790
At 31 December 2024
10,299
10,546
36,945
57,790
Carrying amount
At 31 December 2024
15,214
15,329
111,434
141,977
The company had no tangible fixed assets at 31 December 2024.
BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
10
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
11
-
0
2
Unlisted investments
42
27,060,001
42
27,060,003
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 19 December 2023
-
Additions
42
At 31 December 2024
42
Carrying amount
At 31 December 2024
42

On 4 January 2024, the Group underwent a restructuring process, whereby the trading activities of the One Avenue Group were separated from its property business, allowing for the demerger of the trade. This group was valued at £27,060,000.

Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 19 December 2023
-
-
-
Additions
2
27,060,001
27,060,003
At 31 December 2024
2
27,060,001
27,060,003
Carrying amount
At 31 December 2024
2
27,060,001
27,060,003
11
Subsidiaries

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

BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Subsidiaries
(Continued)
- 28 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Blue Gem Management Services Limited
Ground Floor, Kings House, 101-135 Kings Road, Brentwood, Essex, United Kingdom, CM14 4DR
Ordinary
100.00
-
Blue Gem Corporate Services Limited
Ground Floor, Kings House, 101-135 Kings Road, Brentwood, Essex, United Kingdom, CM14 4DR
Ordinary
0
100.00
Flexi Holdings Limited
Ground Floor, Kings House, 101-135 Kings Road, Brentwood, Essex, United Kingdom, CM14 4DR
Ordinary
0
100.00
Flexi Offices Asiapac Pty
111 Flinders St, Surry Hills, NSW, 2010
0
100.00
12
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
288,794
-
0
Other debtors
2,769,196
-
0
Prepayments and accrued income
113,171
-
0
3,171,161
-
13
Creditors: amounts falling due within one year
Group
Company
2024
2024
£
£
Trade creditors
81,943
-
0
Amounts owed to group undertakings
-
0
2
Other taxation and social security
131,738
-
Other creditors
8,765,774
-
0
Accruals and deferred income
75,946
-
0
9,055,401
2
14
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
63,639

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
15
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary B shares of £1 each
27,060,001
27,060,001

The company has one class of ordinary shares which carry full voting rights and rank equally for dividends.

Upon incorporation, the Company allotted 1 Ordinary share at nominal value £1.

 

Subsequently, as part of the group restructuring and share-for-share exchange completed on 04 January 2024, the Company issued and allotted 27,060,000 ordinary shares of £1 each.

 

The allotment formed part of the reorganisation under which the Company became the new holding company of the Group. No cash consideration was received in respect of the share issue; instead the fair value of the shares issued represented the consideration transferred for the acquisition of the subsidiaries.

16
Acquisition of a business

On 4 January 2024 the group acquired 100 percent of the issued capital of Blue Gem Management Services Limited and its subsidiaries.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
173,138
-
173,138
Trade and other receivables
1,582,463
-
1,582,463
Cash and cash equivalents
114,532
-
114,532
Trade and other payables
(3,694,223)
-
(3,694,223)
Total identifiable net assets
(1,824,090)
-
(1,824,090)
Goodwill
28,884,090
Total consideration
27,060,000
The consideration was satisfied by:
£
Issue of shares
27,060,000
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
5,253,782
Loss after tax
(544,193)
BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
17
Financial commitments, guarantees and contingent liabilities

The Company has provided a guarantee in connection with the Employee Ownership Trust transaction entered into on 4 January 2024, securing the obligations of the Buyer (Trident Trust Company (U.K.) Limited) to the Sellers.

 

The guarantee covers all amounts due under the related agreement, up to £27,060,000, plus any associated costs. No claim has been made under the guarantee, and the directors consider the likelihood of any liability arising to be remote. Accordingly, no provision has been recognised.

 

18
Related party transactions

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
£
Group
Other related parties
8,730,204

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
Balance
£
Group
Other related parties
2,739,748
19
Controlling party

The Company is a wholly owned subsidiary of Trident Trust Company (U.K) Limited and of its ultimate parent company Trident Trust Company (U.K) Limited.

BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
20
Group Restructuring, Demerger and EOT Transaction

On 4th January 2024, the group completed a significant legal and corporate reorganisation as part of a wider transaction to establish an Employee Ownership Trust (“EOT”). The restructuring was undertaken to separate the group’s serviced office trading operations from the property-holding activities previously carried out within the wider One Avenue group.

As part of the reorganisation:

These transactions are non-recurring and exceptional in nature and were undertaken solely to implement the new EOT group structure. Following the reorganisation, the trading group now provides ongoing management and operational services to the wider group. As the majority of restructuring adjustments were accounted for as pre-acquisition adjustments, they are eliminated on consolidation and therefore do not impact the group’s consolidated profit and loss account. The consolidated results therefore reflect the group’s underlying trading performance.

21
Cash generated from group operations
2024
£
Loss after taxation
(544,195)
Adjustments for:
Amortisation and impairment of intangible assets
599,192
Depreciation and impairment of tangible fixed assets
57,790
Movements in working capital:
Increase in debtors
(1,588,698)
Increase in creditors
5,361,178
Cash generated from operations
3,885,267
BLUE GEM HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
22
Cash generated from operations - company
2024
£
Profit after taxation
-
Movements in working capital:
Increase in creditors
2
Cash generated from operations
2
23
Analysis of changes in net funds - group
19 December 2023
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
-
114,760
1,793
116,553
24
Analysis of changes in net funds - company
19 December 2023
31 December 2024
£
£
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