Company registration number 03816836 (England and Wales)
EASYCAR ONLINE LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
EASYCAR ONLINE LTD
COMPANY INFORMATION
Directors
Sir Stelios Haji-Ioannou
Mr R J Angelini-Hurll
Company number
03816836
Registered office
168 Fulham Road
London
SW10 9PR
Auditor
Kirk Rice LLP
The Courtyard
High Street
Ascot
Berkshire
SL5 7HP
EASYCAR ONLINE LTD
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 15
EASYCAR ONLINE LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 30 September 2023.
Principal activities
The principal activity of the company continued to be that of the exploitation of the "easy" brand in the provision of renting of self drive vehicles.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Sir Stelios Haji-Ioannou
Mr R J Angelini-Hurll
Auditor
Kirk Rice LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
EASYCAR ONLINE LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 2 -
On behalf of the board
Sir Stelios Haji-Ioannou
Director
27 November 2023
EASYCAR ONLINE LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EASYCAR ONLINE LTD
- 3 -
Opinion
We have audited the financial statements of easyCar Online Ltd (the 'company') for the year ended 30 September 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 September 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
EASYCAR ONLINE LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EASYCAR ONLINE LTD
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit.
Audit procedures performed included: review of financial statement disclosures to underlying supporting documentation, substantive testing of revenue, making enquiries of management, testing of journals, and evaluating whether the judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
EASYCAR ONLINE LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EASYCAR ONLINE LTD
- 5 -
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Graham Jennings
Senior Statutory Auditor
For and on behalf of Kirk Rice LLP
28 November 2023
Statutory Auditor
The Courtyard
High Street
Ascot
Berkshire
SL5 7HP
EASYCAR ONLINE LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 6 -
2023
2022
Notes
£'000
£'000
Turnover
3
946
841
Administrative expenses
(292)
(270)
Operating profit
4
654
571
Interest receivable and similar income
7
12
Profit before taxation
666
571
Tax on profit
8
438
Profit for the financial year
666
1,009
The profit and loss account has been prepared on the basis that all operations are continuing operations.
EASYCAR ONLINE LTD
BALANCE SHEET
AS AT 30 SEPTEMBER 2023
30 September 2023
- 7 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Current assets
Debtors
12
673
681
Cash at bank and in hand
1,521
1,137
2,194
1,818
Creditors: amounts falling due within one year
13
(49,667)
(49,957)
Net current liabilities
(47,473)
(48,139)
Capital and reserves
Called up share capital
15
10,379
10,379
Profit and loss reserves
(57,852)
(58,518)
Total equity
(47,473)
(48,139)
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 27 November 2023 and are signed on its behalf by:
Sir Stelios Haji-Ioannou
Director
Company registration number 03816836 (England and Wales)
EASYCAR ONLINE LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 8 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 October 2021
10,379
(59,527)
(49,148)
Year ended 30 September 2022:
Profit and total comprehensive income
-
1,009
1,009
Balance at 30 September 2022
10,379
(58,518)
(48,139)
Year ended 30 September 2023:
Profit and total comprehensive income
-
666
666
Balance at 30 September 2023
10,379
(57,852)
(47,473)
EASYCAR ONLINE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 9 -
1
Accounting policies
Company information
easyCar Online Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 168 Fulham Road, London, SW10 9PR.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss for the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The financial statements of the company are consolidated in the financial statements of easyCar Holdings Ltd. These consolidated financial statements are available from its registered office, 168 Fulham Road, London, SW10 9PR
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future based on the detailed cash flow projections for at least 12 months from the date of the approval of the accounts. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover represents the net amounts (excluding value added tax and other sales taxes) derived from the provision of car rental services on an agency basis. Revenue related to car rental services is recognised on the pick-up of the vehicle. Rental revenue is stated net of value added tax applied to the margin on the rental.
1.4
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:
Fixtures and fittings
Over a three to four year period
Computers
Over a three year period
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
EASYCAR ONLINE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 10 -
1.5
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.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
EASYCAR ONLINE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 11 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
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 the translation in the period are included in the profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Deferred Taxation
Determine the extent that is probable that future taxable profit will be available against which the unused tax losses can be utilised.
EASYCAR ONLINE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 12 -
3
Turnover and other revenue
2023
2022
£'000
£'000
Turnover analysed by class of business
Car rental commissions
946
841
2023
2022
£'000
£'000
Other revenue
Interest income
12
-
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£'000
£'000
Exchange losses/(gains)
1
(2)
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
15
18
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was nil (2022: nil).
7
Interest receivable and similar income
2023
2022
£'000
£'000
Interest income
Interest on bank deposits
12
2023
2022
Investment income includes the following:
£'000
£'000
Interest received
12
8
Taxation
2023
2022
£'000
£'000
Deferred tax
Origination and reversal of timing differences
(438)
EASYCAR ONLINE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
8
Taxation
(Continued)
- 13 -
The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£'000
£'000
Profit before taxation
666
571
Expected tax charge based on the standard rate of corporation tax in the UK of 22.00% (2022: 19.00%)
147
108
Tax effect of utilisation of tax losses not previously recognised
(147)
(105)
Change in unrecognised deferred tax assets
(441)
Taxation charge/(credit) for the year
-
(438)
9
Tangible fixed assets
Fixtures and fittings
Computers
Total
£'000
£'000
£'000
Cost
At 1 October 2022 and 30 September 2023
6
30
36
Depreciation and impairment
At 1 October 2022 and 30 September 2023
6
30
36
Carrying amount
At 30 September 2023
At 30 September 2022
10
Subsidiaries
At 30 September 2023, easyCar Online Ltd directly owned 100% of the ordinary share capital of the following subsidiary undertakings:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
easyRentacar Internet, S L
Spain
Ordinary Shares
100.00
11
Financial instruments
2023
2022
£'000
£'000
Carrying amount of financial assets
Debt instruments measured at amortised cost
84
101
Carrying amount of financial liabilities
Measured at amortised cost
49,667
49,957
EASYCAR ONLINE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 14 -
12
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Trade debtors
84
Other debtors
18
118
Prepayments and accrued income
8
110
118
Deferred tax asset (note 14)
563
563
673
681
13
Creditors: amounts falling due within one year
2023
2022
£'000
£'000
Trade creditors
1
Amounts owed to group undertakings
49,650
49,936
Other creditors
1
Accruals and deferred income
17
19
49,667
49,957
14
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2023
2022
Balances:
£'000
£'000
Tax losses
563
563
There were no deferred tax movements in the year.
The company has recognised a deferred tax asset in respect of tax losses which are expected to be utilised over the next three years, based on forecasted profits over that period.
The company has cumulative trading losses of £45m (2022 - £45m). The deferred tax assets not provided on trading losses amount to £11m (2022 - £11m).
15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary shares of £1 each
10,378,671
10,378,671
10,379
10,379
EASYCAR ONLINE LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
15
Share capital
(Continued)
- 15 -
The company's capital and reserves are as follows:
Profit and loss account
Profit and loss account represents accumulated profits and losses less dividends paid and other adjustments.
Share capital
Called up share capital represents the nominal value of the shares issued.
16
Related party transactions
Transactions with related parties
The company has taken advantage of the exemption conferred by Financial Reporting Standard 102, Section 33 "Related Party Disclosures" paragraph 33.1A not to disclose transactions with easyCar Holdings Ltd on the grounds that 100% of the voting rights in the company are controlled by easyCar Holdings Ltd.
During the year the company entered into the following transactions with related parties:
Name of related party
Nature of relationship
easyGroup Ltd
Common control
Description of
Income
Payments
transaction
2023
2022
2023
2022
£'000
£'000
£'000
£'000
easyGroup Ltd
Management fees
24
24
easyGroup Ltd
Brand protection costs
50
100
easyGroup Ltd
Royalties payable
201
176
17
Ultimate controlling party
The company's immediate parent company is easyCar Holdings Ltd. Group financial statements in which the results of easyCar Online Ltd are consolidated are available from UK Companies House online.
The group's ultimate parent undertaking is easyGroup Holdings Limited, which is the holding vehicle for the Sir Stelios Haji-Ioannou Trust, of which Sir Stelios Haji-Ioannou is currently the primary beneficiary and, as settlor of the Trust, Sir Stelios Haji-Ioannou retains a significant role in relation to the control of the structure.
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