Caseware UK (AP4) 2022.0.179 2022.0.179 falsefalse2022-05-01No description of principal activity00false 13115461 2022-05-01 2023-04-30 13115461 2021-05-01 2022-04-30 13115461 2023-04-30 13115461 2022-04-30 13115461 2021-05-01 13115461 c:Director1 2022-05-01 2023-04-30 13115461 c:Director2 2022-05-01 2023-04-30 13115461 c:Director3 2022-05-01 2023-04-30 13115461 c:Director5 2022-05-01 2023-04-30 13115461 c:Director6 2022-05-01 2023-04-30 13115461 c:Director6 2023-04-30 13115461 c:Director7 2022-05-01 2023-04-30 13115461 c:Director8 2022-05-01 2023-04-30 13115461 c:Director9 2022-05-01 2023-04-30 13115461 c:RegisteredOffice 2022-05-01 2023-04-30 13115461 d:CurrentFinancialInstruments 2023-04-30 13115461 d:CurrentFinancialInstruments 2022-04-30 13115461 d:Non-currentFinancialInstruments 2023-04-30 13115461 d:Non-currentFinancialInstruments 2022-04-30 13115461 d:CurrentFinancialInstruments d:WithinOneYear 2023-04-30 13115461 d:CurrentFinancialInstruments d:WithinOneYear 2022-04-30 13115461 d:Non-currentFinancialInstruments d:AfterOneYear 2023-04-30 13115461 d:Non-currentFinancialInstruments d:AfterOneYear 2022-04-30 13115461 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-04-30 13115461 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2022-04-30 13115461 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-04-30 13115461 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2022-04-30 13115461 d:ShareCapital 2022-05-01 2023-04-30 13115461 d:ShareCapital 2023-04-30 13115461 d:ShareCapital 2021-05-01 2022-04-30 13115461 d:ShareCapital 2022-04-30 13115461 d:ShareCapital 2021-05-01 13115461 d:SharePremium 2022-05-01 2023-04-30 13115461 d:SharePremium 2023-04-30 13115461 d:SharePremium 2021-05-01 2022-04-30 13115461 d:SharePremium 2022-04-30 13115461 d:SharePremium 2021-05-01 13115461 d:RetainedEarningsAccumulatedLosses 2022-05-01 2023-04-30 13115461 d:RetainedEarningsAccumulatedLosses 2023-04-30 13115461 d:RetainedEarningsAccumulatedLosses 2021-05-01 2022-04-30 13115461 d:RetainedEarningsAccumulatedLosses 2022-04-30 13115461 d:RetainedEarningsAccumulatedLosses 2021-05-01 13115461 c:OrdinaryShareClass1 2022-05-01 2023-04-30 13115461 c:OrdinaryShareClass1 2023-04-30 13115461 c:OrdinaryShareClass1 2022-04-30 13115461 c:OrdinaryShareClass2 2022-05-01 2023-04-30 13115461 c:OrdinaryShareClass2 2023-04-30 13115461 c:OrdinaryShareClass2 2022-04-30 13115461 c:OrdinaryShareClass3 2022-05-01 2023-04-30 13115461 c:OrdinaryShareClass3 2023-04-30 13115461 c:OrdinaryShareClass3 2022-04-30 13115461 c:FRS102 2022-05-01 2023-04-30 13115461 c:Audited 2022-05-01 2023-04-30 13115461 c:FullAccounts 2022-05-01 2023-04-30 13115461 c:PrivateLimitedCompanyLtd 2022-05-01 2023-04-30 13115461 d:Subsidiary1 2022-05-01 2023-04-30 13115461 d:Subsidiary1 1 2022-05-01 2023-04-30 13115461 d:Subsidiary2 2022-05-01 2023-04-30 13115461 d:Subsidiary2 1 2022-05-01 2023-04-30 13115461 d:Subsidiary3 2022-05-01 2023-04-30 13115461 d:Subsidiary3 1 2022-05-01 2023-04-30 13115461 c:Consolidated 2023-04-30 13115461 c:ConsolidatedGroupCompanyAccounts 2022-05-01 2023-04-30 13115461 2 2022-05-01 2023-04-30 13115461 4 2022-05-01 2023-04-30 13115461 6 2022-05-01 2023-04-30 xbrli:shares iso4217:GBP xbrli:pure
Registered number: 13115461













BGRP Holdings Limited

Annual report

30 April 2023




 
BGRP Holdings Limited
 
 
Company information


Directors
N P Armstrong 
A J Atkins 
M Dolder 
D R Pinchard 
H L Svensson 
C Wilkinson 




Registered number
13115461



Registered office
Unit 3 Easter Park
Nelson Park West

Baker Road

Cramlington

Northumberland

NE23 1WQ




Independent auditor
UNW LLP

Citygate

St James' Boulevard

Newcastle upon Tyne

NE1 4JE





 
BGRP Holdings Limited
 

Contents



Page
Group strategic report
 
1 - 2
Directors' report
 
3
Directors' responsibilities statement
 
4
Independent auditor's report to the members of BGRP Holdings Limited
 
5 - 8
Consolidated statement of comprehensive income
 
9
Consolidated balance sheet
 
10
Company balance sheet
 
11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Consolidated statement of cash flows
 
14 - 15
Consolidated analysis of net debt
 
16
Notes to the financial statements
 
17 - 37


 
BGRP Holdings Limited
 
 
Group strategic report
Year ended 30 April 2023

The directors present their strategic report for the year ending 30th of April 2023.

Introduction
 
BGRP Holdings Limited acts as a holding company for its subsidiary, BGRP Limited. BGRP Limited operates across the UK and EU as a leading manufacturer and retailer of beanbags and soft furnishings.

Business review
 
The net liabilities of BGRP Holdings Limited as at 30 April 2023 were £0.8m (2022: net assets of £1.3m).
Turnover in the year increased by 14.1% to £11.2m (2022: £9.9m) whilst operating profit reduced from £1.3m to zero. 
The growth in turnover resulted from the introduction of additional channels and was helped by the opening of our Hamburg site mid-year. Operating profit was adversely impacted by exceptional costs relating to legal and set up costs of the new German operation. 

Key performance indicators
 
The Board monitors progress against the overall group strategy and trading by reference to KPIs, the principal measures being turnover, EBITDA, operating profit, working capital and cashflow. These can be seen in the attached financial statements.
The following table provides a reconciliation from operating profit to EBITDA and the calculation of EBITDA: 

2023
2022
      £000
      £000
Operating (loss)/profit

(1,259)

320
 
Depreciation

114

87
 
Amortisation

953

941
 
EBITDA

(192)

1,348
 

Principal risks and uncertainties

Macro-economic factors including the war in Ukraine affected procurement during the year and resulted in high cost inflation in some areas. 
There is a risk that any disruption to supply chain could impact the ability to manufacture and distribute products. The business mitigates this by reducing reliance on single suppliers and establishing long term supplier relationships. 
The group targets growth in existing markets using its core skills. There is a risk that the business is not as efficient or effective as key new relationships are established. The risk is mitigated by regular review of new activities to ensure resources are deployed effectively.

Future developments
 
We have a plan to continue expansion in both the UK and EU. We expect business efficiency to improve as the business scales. 

1

 
BGRP Holdings Limited
 

Group strategic report (continued)
Year ended 30 April 2023

Stakeholder engagement

We endeavour to listen to our people, provide feedback and keep them informed and engaged. Successful performance is delivered through a high level of engagement ensuring our people share the group’s core values and feel supported by our culture. 
Dialogue with suppliers is important to mitigate supply chain risk and to ensure the most cost effective solutions and reliable products and services. We continue to investigate more sustainable ways to achieve our business requirements.
We support local charities and support our people to participate in local community events to raise funds to support those charities.
The group is a UK incorporated business owned by Comhar Capital and management. Monthly reporting of performance is discussed by management and Comhar.
Lenders to the business provide a significant source of capital to enable the business to be successful and finance activities. In this process they participate as investors in and supporters of the business. We regularly share financial and operational data with lenders.


This report was approved by the board on 22 February 2024 and signed on its behalf by:



M Dolder
Director

2

 
BGRP Holdings Limited
 

 
Directors' report
Year ended 30 April 2023

The directors present their report and the financial statements for the year ended 30 April 2023.

Results and dividends

The loss for the year, after taxation, amounted to £2,143,072 (2022: loss £558,603).

A dividend of £nil (2022: £nil) was paid during the year. The directors do not recommend a final dividend in respect of the year.

Directors

The directors who served during the year and up to the date of signing the financial statements were:

N P Armstrong 
A J Atkins 
M Dolder 
D R Pinchard 
P M I Short (resigned 13 January 2024)
I R Simpson 
H L Svensson 
C Wilkinson 

Matters covered in the strategic report

Future developments, which otherwise would be disclosed in the directors' report are instead set out in the strategic report as permitted by Section 414C(11) of the Companies Act 2006.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

Auditor

Pursuant to section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and UNW LLP will therefore continue in office.

This report was approved by the board on 22 February 2024 and signed on its behalf by:
 





M Dolder
Director

3

 
BGRP Holdings Limited
 
 
Directors' responsibilities statement
Year ended 30 April 2023

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group 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 judgments 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 group 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 the group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

4

 
img5a02.png
 

 
Independent auditor's report to the members of BGRP Holdings Limited

Opinion


We have audited the financial statements of BGRP Holdings Limited ('the parent company') and its subsidiaries (the 'group') for the year ended 30 April 2023, which comprise the group statement of comprehensive income, the group and company balance sheets, the group statement of cash flows, the group and company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 of the parent company's affairs as at 30 April 2023 and of the group's loss 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.


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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.


5

 
img7440.png
 

 
Independent auditor's report to the members of BGRP Holdings Limited (continued)

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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


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 its environment obtained in the course of the audit, we have not identified material misstatements in the group 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.


6

 
img74f9.png
 

 
Independent auditor's report to the members of BGRP Holdings Limited (continued)

Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, 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 group's and 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 group or 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified areas of law and regulations that could reasonably be expected to have a material effect on the financial statements from our general and sector experience and through discussions with the directors and other management (as required by Auditing Standards) and from inspection of the group's legal correspondence and we discussed with the directors and other management the policies and procedures in place regarding compliance with the laws and regulations. We communicated identified laws and regulations throughout our audit team and remained alert to any indications of non-compliance throughout the audit.
Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect; health and safety, employment law, data protection, environmental law and certain aspects of company legislation, recognising the nature of the group's activities. Auditing Standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance material to the financial statements.
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 non-compliance 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.


7

 
img08a2.png
 

 
Independent auditor's report to the members of BGRP Holdings Limited (continued)

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: 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 company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Nicola Coleman BSC (Hons) BFP FCA (Senior Statutory Auditor)
for and on behalf of UNW LLP (Statutory Auditor)
Newcastle upon Tyne

22 February 2024
8

 
BGRP Holdings Limited
 
 
Consolidated statement of comprehensive income
Year ended 30 April 2023

2023
2022
Note
£
£

Profit and loss account
  

Turnover
 5 
11,241,380
9,854,962

Cost of sales
  
(7,056,480)
(6,071,772)

Gross profit
  
4,184,900
3,783,190

Administrative expenses
  
(4,458,067)
(3,334,581)

Exceptional administrative expenses
 15 
(986,104)
(135,832)

Other operating income
 6 
-
6,840

Operating (loss)/profit
 7 
(1,259,271)
319,617

Income from fixed assets investments
  
-
5,741

Interest receivable and similar income
 12 
58
74

Interest payable and similar expenses
 13 
(1,039,668)
(846,733)

Loss before taxation
  
(2,298,881)
(521,301)

Tax on loss
 14 
155,809
(37,302)

Loss for the financial year
  
(2,143,072)
(558,603)

There was no other comprehensive income for 2023 (2022: £nil).

The notes on pages 17 to 37 form part of these financial statements.

9

 
BGRP Holdings Limited


Consolidated balance sheet
At 30 April 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 16 
7,298,631
8,192,443

Tangible assets
 17 
1,183,826
383,435

Investments
 18 
100,000
100,000

  
8,582,457
8,675,878

Current assets
  

Stocks
 19 
1,171,494
1,213,578

Debtors
 20 
1,576,198
1,049,197

Cash at bank and in hand
  
1,587,065
478,544

  
4,334,757
2,741,319

Creditors: amounts falling due within one year
 21 
(4,393,984)
(1,825,200)

Net current (liabilities)/assets
  
 
 
(59,227)
 
 
916,119

Total assets less current liabilities
  
8,523,230
9,591,997

Creditors: amounts falling due after more than one year
 22 
(9,308,109)
(8,240,887)

Provisions for liabilities
  

Deferred taxation
 24 
(58,281)
(59,298)

Net (liabilities)/assets
  
(843,160)
1,291,812


Capital and reserves
  

Called up share capital 
 25 
451
450

Share premium account
 26 
2,013,722
2,005,623

Profit and loss account
 26 
(2,857,333)
(714,261)

Total (deficit)/equity
  
(843,160)
1,291,812


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 February 2024.




M Dolder
Director

The notes on pages 17 to 37 form part of these financial statements.

10

 
BGRP Holdings Limited


Company balance sheet
At 30 April 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 18 
13,533,965
13,533,965

Current assets
  

Debtors
 20 
25,190
27,215

Cash at bank and in hand
  
113
1,589

  
25,303
28,804

Creditors: amounts falling due within one year
 21 
(6,295,712)
(4,582,987)

Net current liabilities
  
 
 
(6,270,409)
 
 
(4,554,183)

Total assets less current liabilities
  
7,263,556
8,979,782

  

Creditors: amounts falling due after more than one year
 22 
(7,735,192)
(8,240,887)

  

Net (liabilities)/assets
  
(471,636)
738,895


Capital and reserves
  

Called up share capital 
 25 
451
450

Share premium account
 26 
2,013,722
2,005,623

Profit and loss account
  
(2,485,809)
(1,267,178)

Total (deficit)/equity
  
(471,636)
738,895


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 February 2024.


M Dolder
Director

Company registered number: 13115461
The notes on pages 17 to 37 form part of these financial statements.

11

 
BGRP Holdings Limited
 

Consolidated statement of changes in equity
Year ended 30 April 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 May 2021
450
1,999,548
(155,658)
1,844,340



Loss and total comprehensive expense for the year
-
-
(558,603)
(558,603)

Shares issued during the year
-
6,075
-
6,075



At 1 May 2022
450
2,005,623
(714,261)
1,291,812



Loss and total comprehensive expense for the year
-
-
(2,143,072)
(2,143,072)

Shares issued during the year
1
8,099
-
8,100


At 30 April 2023
451
2,013,722
(2,857,333)
(843,160)


The notes on pages 17 to 37 form part of these financial statements.

12

 
BGRP Holdings Limited
 

Company statement of changes in equity
Year ended 30 April 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 May 2021
450
1,999,548
(372,391)
1,627,607



Loss and total comprehensive expense for the year
-
-
(894,787)
(894,787)

Shares issued during the year
-
6,075
-
6,075



At 1 May 2022
450
2,005,623
(1,267,178)
738,895



Loss and total comprehensive expense for the year
-
-
(1,218,631)
(1,218,631)

Shares issued during the year
1
8,099
-
8,100


At 30 April 2023
451
2,013,722
(2,485,809)
(471,636)


The notes on pages 17 to 37 form part of these financial statements.

13

 
BGRP Holdings Limited
 

Consolidated statement of cash flows
Year ended 30 April 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(2,143,072)
(558,603)

Adjustments for:

Amortisation of intangible assets
953,438
940,659

Depreciation of tangible assets
113,685
86,966

Interest paid
1,039,668
846,733

Interest received
(58)
(74)

Taxation charge
(155,809)
37,302

Decrease/(increase) in stocks
42,084
(404,025)

Increase in debtors
(446,560)
(101,415)

Increase/(decrease) in creditors
298,209
(408,225)

Corporation tax paid
(135,770)
(419,999)

Net cash generated from operating activities

(434,185)
19,319


Cash flows from investing activities

Purchase of intangible fixed assets
(59,626)
(45,263)

Purchase of tangible fixed assets
(914,490)
(144,338)

Sale of tangible fixed assets
414
4,377

Deferred consideration paid
-
(250,000)

Net cash from investing activities

(973,702)
(435,224)

Cash flows from financing activities

Issue of ordinary shares
8,100
6,075

New bank loans
3,750,000
-

Repayment of loans
(1,078,911)
-

Interest paid
(203,330)
(551,586)

Net cash used in financing activities
2,475,859
(545,511)
14

 
BGRP Holdings Limited
 

Consolidated statement of cash flows (continued)
Year ended 30 April 2023


2023
2022

£
£



Net increase/(decrease) in cash and cash equivalents
1,067,972
(961,416)

Cash and cash equivalents at beginning of year
478,544
1,439,960

Cash and cash equivalents at the end of year
1,546,516
478,544


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,587,065
478,544

Bank overdrafts
(40,549)
-

1,546,516
478,544


The notes on pages 17 to 37 form part of these financial statements.

15

 
BGRP Holdings Limited
 

Consolidated analysis of net debt
Year ended 30 April 2023





At 1 May 2022
Cash flows
Other non-cash changes
At 30 April 2023
£

£

£

£

Cash at bank and in hand

478,544

1,067,972

-

1,546,516

Bank overdrafts

-

-

-

-

Debt due after 1 year

(8,240,887)

-

762,391

(7,478,496)

Debt due within 1 year

(494,977)

(848,671)

-

(1,343,648)


(8,257,320)
219,301
762,391
(7,275,628)

The notes on pages 17 to 37 form part of these financial statements.

16

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

1.


General information

BGRP Holdings Limited ('the company') is a private company limited by shares, incorporated and domiciled in England. The nature of the company's operations and principal activities are disclosed in the group strategic report.
The address of the registered office is given in the company information page of these financial statements. 

2.


Statement of compliance

The financial statements have been prepared in accordance with the United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006.

3.Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

 
3.1

Basis of preparation of financial statements

These financial statements comprise the consolidated (group) financial statements and the company's separate financial statements. However, as permitted by section 408 of the Companies Act 2006, the separate profit and loss account of the company is not presented.
The financial statements are prepared on a going concern basis, under the historical cost convention. They are presented in pounds sterling, which is the functional currency of the company, and rounded to the nearest £.
The preparation of financial statements under FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the group's and company's accounting policies. The areas involving higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.
Reduced disclosure
FRS 102 allows a qualifying entity certain disclosure exemptions. The company meets the definition of a qualifying entity in respect of its separate (non-group) financial statements and has taken advantage of the exemption relating to the preparation of a cash flow statement, analysis of net debt, and key management personnel compensation disclosures. The equivalent disclosures, on a consolidated basis, are included in the group financial statements, presented herein alongside the company financial statements.

17

 
BGRP Holdings Limited
 

 
Notes to the financial statements
Year ended 30 April 2023

3.Accounting policies (continued)

 
3.2

Basis of consolidation

The consolidated financial statements present the results of the company and its subsidiary undertaking ('the group').
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained.
In accordance with section 405(2) of the Companies Act 2006, the results of Bazaar Assets LLP have not been consolidated on the grounds that it is not material for the purpose of giving a true and fair view.
In the parent company financial statements investments in subsidiaries are stated at cost less impairment.

 
3.3

Going concern

The group meets its working capital requirements through operating cash flows, supported by significant cash balances.
The directors have prepared financial forecasts which indicate that the group will be able to meet its liabilities as they fall due in the normal course of business for at least the next twelve months following approval of these financial statements. Accordingly, they continue to prepare the financial statements on a going concern basis.

 
3.4

Revenue

Turnover
Turnover is measured at fair value of the consideration of received or receivable for goods supplied and services rendered, net of discounts and excluding Value Added Tax.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Government grants
Government grants are recognised on the accruals basis. Grants relating to expenditure on tangible fixed assets are credited to the profit and loss account at the same rate as the depreciation on the assets to which the grant relates. Grants of revenue nature are credited to the profit and loss account over the same period as the related expenditure is incurred. Grant monies received but deferred to future periods are included on the balance sheet within creditors.
Interest receivable and similar income
Interest receivable and similar income is recognised on an accruals basis.

18

 
BGRP Holdings Limited
 

 
Notes to the financial statements
Year ended 30 April 2023

3.Accounting policies (continued)

  
3.5

Research and development

Research and development expenditure is written off to the profit and loss account in the period in which it is incurred.

 
3.6

Employee benefits

Short-term benefits
Short-term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the employee's entitlement to the benefit accrues.
Defined contribution pension plan
The group operates a defined contribution pension plan for its employees. Contributions are recognised as an expense when they fall due. Amounts due but not yet paid are included within creditors on the balance sheet. The assets of the plan are held seperately from the group in independently administered funds.

 
3.7

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominates in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

 
3.8

Finance costs

Finance costs are charged to the profit and loss account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument and are released to the profit and loss account over the life of the capital instrument.

 
3.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.

  
3.10

Operating leases

All of the group's leasing arrangements are operating leases. Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease and an integral part of the total lease expense.

19

 
BGRP Holdings Limited
 

 
Notes to the financial statements
Year ended 30 April 2023

3.Accounting policies (continued)

  
3.11

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement of comprehensive income over its useful economic life.
Management assess the estimated useful life of the goodwill in these financial statements to be 10 years.

  
3.12

Intangible fixed assets and amortisation

Intangible fixed assets are stated at cost, less accumulated amortisation and accumulated impairment losses. 
Amortisation is provided on all intangible fixed assets calculated to write off the cost less estimated residual value of each asset on a systematic basis over its expected useful life as follows:
Computer software      -  33% - 50% straight line
Asset residual values and useful lives are reviewed at the end of each reporting period, and adjusted if appropriate. The effect of any change is accounted for prospectively. 
Amortisation is included in administrative expenses in the profit and loss account.

  
3.13

Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost, less accumulated depreciation and accumulated impairment losses. Cost includes the purchase price plus any further costs directly attributable to making the asset operate as intended.
Depreciation is provided on all tangible fixed assets calculated to write off the cost less estimated residual value of each asset on a systematic basis over its expected useful life as follows:
Leasehold property improvements  -  20% straight line
Plant and machinery     -  6.667% - 33% straight line
Assets residual values and useful lives are reviewed at the end of each reporting period, and adjusted if appropriate. The effect of any changes is accounted for prospectively.
Assets under construction represent costs incurred in the construction or development of property, plant, and equipment but not yet ready for their intended use. These costs include direct costs such as materials and labour, as well as attributable indirect costs. Assets under construction are not depreciated until they are ready for use.

20

 
BGRP Holdings Limited
 

 
Notes to the financial statements
Year ended 30 April 2023

3.Accounting policies (continued)

 
3.14

Current and deferred taxation

The taxation expense for the year comprises current and deferred tax and is recognised in the profit and loss account.
Current tax is the amount of corporation tax payable in respect of the taxable profit for the current or prior years. It is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous years and arises from 'timing differences' (where transactions or events are included in the financial statements in periods different from those in which they are assessed for tax). Deferred tax is recognised in respect of all timing differences, except that unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probably that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences.

 
3.15

Valuation of investments

Investments in subsidiary undertakings within the company balance sheet are measured at cost less accumulated impairment losses.
Investments in associates within the company balance sheet are measured at cost less accumulated impairment losses.

 
3.16

Stocks

During the financial period, the Group changed its accounting policy for the valuation of stocks from First-In, First-Out (FIFO) to Weighted Average Cost (AVCO). This change was made to better reflect the economic substance of the transactions and to align the accounting policy with the management's view of the most appropriate method for valuing stocks.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.
Provision is made as necessary for damaged, obsolete or slow-moving items.

 
3.17

Cash and cash equivalents

Cash and cash equivalents includes cash in hand and deposits held at call with banks.

21

 
BGRP Holdings Limited
 

 
Notes to the financial statements
Year ended 30 April 2023

3.Accounting policies (continued)

 
3.18

Financial instruments

Basic debt instruments 
The group enters into financial instruments transactions that result in the recognition of basic debt financial assets and liabilities like trade and other accounts receivable and payable, cash and bank balances and loans to or from related parties, including fellow group companies.
Debt instruments due within one year are measured, initially and subsequently at the transaction price. Debt instruments due after one year are measured initially at the transaction price and subsequently at amortised cost using the effective interest method. 
At the end of each reporting period debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account.
Derivative financial intruments 
Derivative financial instruments, comprising forward currency contracts, are initially recognised at fair
value at the date the contract is entered into and are subsequently remeasured to their fair value at
each reporting date. Changes in fair value are recognised in the profit and loss account within
administrative expenses.
The group does not currently apply hedge accounting for its forward currency contracts.


4.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgment are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgments in applying the entity's accounting policies
In preparing these financial statements, the directors do not consider there to have been any significant judgements that were required in the process of applying the company's accounting policies.
Key sources of estimation uncertainty
Useful life of goodwill
Intangible assets are considered to have a finite useful life and are amortised over the period in which benefit from the assets acquired is expected to be derived being a maximum period of 10 years.
The amortisation charge for the year was £932,086 (2022: £932,086) for the group as set out in note 16.
Impairment of goodwill
Determining whether goodwill is impaired requires estimation of the value in use of the cash generating unit to which the assets relates. The value in use calculation requires the entity to estimate the value and timing of future cash flows expected to arise from each cash generating unit and apply a suitable discount rate, in order to calculate the present value of those future cash flows.
The carrying value of goodwill at the balance sheet date was £7,223,667 (2022: £8,155,753) as set out in note 16.
 
22

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

4.Judgments in applying accounting policies (continued)

Useful economic lives of intangible and tangible fixed assets
The annual amortisation charge for intangible fixed assets and depreciation charge for tangible fixed assets are sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed regularly. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See notes 16-17 for the carrying value of intangible and tangible fixed assets, and notes 3.12-3.13 for the useful economic lives for each class of asset.
Impairment of fixed assets
The group considers whether fixed assets, including intangible fixed assets, tangible fixed assets and investments, are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of these cash flows. In addition to this, the useful lives of fixed assets are regularly reviewed and any reduction in the length of the life would result in an impairment charge to the profit and loss account and a reduction in the carrying value of the asset. See notes 16-18 for the carrying values of intangible fixed assets, tangible fixed assets and fixed asset investments respectively.
Stock provisioning
Provision is made against specific stock items which are slow moving or obsolete to ensure the stock items are held at the lower of cost and net realisable value. See note 19 for the carrying value of stock and the provision for impairment.
Impairment of debtors
Provision is made against debts which are not considered to be recoverable. See note 20 for the carrying value of trade debtors and the provision for impairment.


5.


Turnover

The whole of the turnover is attributable to the principal activity of the group.

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
9,187,299
8,554,824

Rest of Europe
2,054,081
1,300,138

11,241,380
9,854,962


23

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

6.


Other operating income

2023
2022
£
£

Government grants receivable
-
91

Insurance claims receivable
-
6,749

-
6,840



7.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
113,685
86,966

Amortisation of intangible fixed assets
953,438
940,659

Exchange differences
(36,629)
13,564

Other operating lease rentals
371,593
221,440


8.


Auditor's remuneration





Audit of the parent company and the group (consolidated) financial
statements
18,000
16,500

24

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

9.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
2,332,461
1,782,832
-
-

Social security costs
252,378
166,842
-
-

Cost of defined contribution pension scheme
98,571
73,155
-
-

2,683,410
2,022,829
-
-


Included within wages and salaries are amounts paid to agency staff of £133,692 (2022: £114,040).

The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Management
9
8



Design, sales, customer care, admin
33
28



Manufacturing
22
19

64
55

The company has no employees other than the directors. There are 6 directors (2022: 6).
25

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

10.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
554,469
263,429

Group contributions to defined contribution pension schemes
-
1,368

554,469
264,797


During the year retirement benefits were accruing to no directors (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £186,188 (2022 - £168,428).

The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £nil (2022 - £nil).

The value of the group's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to £nil (2022 - £nil).

The total accrued pension provision of the highest paid director at 30 April 2023 amounted to £nil (2022 - £nil).

The amount of the accrued lump sum in respect of the highest paid director at 30 April 2023 amounted to £nil (2022 - £nil).


11.


Income from investments

2023
2022
£
£

Income from fixed asset investments
-
5,741







12.


Interest receivable

2023
2022
£
£


Other interest receivable
58
74

26

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

13.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
189,622
-

Other loan interest payable
850,046
846,733

1,039,668
846,733


14.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
75,808

Adjustments in respect of previous periods
(154,792)
(51,140)


Total current tax
(154,792)
24,668

Deferred tax


Origination and reversal of timing differences
1,910
(2,617)

Changes to tax rates
(3,467)
14,231

Adjustment in respect of previous periods
540
1,020

Total deferred tax
(1,017)
12,634


Taxation on loss
(155,809)
37,302
27

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023
 
14.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 19.49% (2022: 19%). The differences are explained below:

2023
2022
£
£


Loss before tax
(2,298,881)
(521,301)


Loss multiplied by standard rate of corporation tax in the UK of 19.49% (2022: 19%)
(448,052)
(99,047)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
181,664
177,096

Expenses not deductible for tax purposes
297,986
5,865

Income not taxable
(29,769)
-

Tax rate changes
540
14,231

Effects of super deduction
-
(4,329)

Adjustments to tax charge in respect of prior periods
(158,259)
(50,120)

Deferred tax not provided
-
(6,394)

SRA
81
-

Total tax charge for the year
(155,809)
37,302


Factors that may affect future tax charges

In the Spring Budget 2021 it was announced that the main UK corporation tax rate would increase from 19% to 25% from 1 April 2023. This rate increase was substantively enacted as part of the Finance Act 2021 on 24 May 2021 and has now taken effect.  Accordingly, the group’s profits are taxed at an effective rate of 19.5% for the year ended 30 April 2023 (19% for year ended 30 April 2022), and future profits will be taxed at a rate of 25%.  Deferred tax at the balance sheet date has been calculated at 25% (2022: 25%), as this was the tax rate substantively enacted at the year end.


15.


Exceptional items

2023
2022
£
£


Expansion costs
986,104
135,832

Exceptional costs incurred during the year relate to group's preparation into further growth within the UK and expansion into mainland Europe by establishing a site in Germany.

28

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

16.


Intangible assets

Group





Development expenditure
Computer software
Goodwill
Total

£
£
£
£



Cost


At 1 May 2022
-
45,263
9,320,861
9,366,124


Additions
33,390
26,236
-
59,626



At 30 April 2023

33,390
71,499
9,320,861
9,425,750



Amortisation


At 1 May 2022
-
8,573
1,165,108
1,173,681


Charge for the year
-
21,352
932,086
953,438



At 30 April 2023

-
29,925
2,097,194
2,127,119



Net book value



At 30 April 2023
33,390
41,574
7,223,667
7,298,631



At 30 April 2022
-
36,690
8,155,753
8,192,443



The company had no intangible fixed assets held at year end.

29

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

17.


Tangible fixed assets

Group






Leasehold property improvements
Plant and machinery
Assets under construction
Total

£
£
£
£



Cost


At 1 May 2022
200,273
1,063,884
-
1,264,157


Additions
6,570
510,842
397,078
914,490


Disposals
-
(106,170)
-
(106,170)



At 30 April 2023

206,843
1,468,556
397,078
2,072,477



Depreciation


At 1 May 2022
148,601
732,121
-
880,722


Charge for the year
20,187
93,498
-
113,685


Disposals
-
(105,756)
-
(105,756)



At 30 April 2023

168,788
719,863
-
888,651



Net book value



At 30 April 2023
38,055
748,693
397,078
1,183,826



At 30 April 2022
51,672
331,763
-
383,435

The company had no tangible fixed assets held at year end.


18.


Fixed asset investments

Group





Other investments

£



Cost


At 1 May 2022
100,000



At 30 April 2023
100,000

30

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023
Company





Investments in subsidiary companies
Other investments
Total

£
£
£



Cost


At 1 May 2022
13,433,965
100,000
13,533,965



At 30 April 2023
13,433,965
100,000
13,533,965

Other investments represent the consideration paid for members interests in Bazaar Assets LLP. Registered office of Bazaar Assets LLP is Unit 3 Easter Park, Nelson Park West, Cramlington, Northumberland, NE23 1WQ.
In accordance with section 405(2) of the Companies Act 2006, the results of Bazaar Assets LLP have not been consolidated, and hence the cost of the investment remains within the group balance sheet, on the grounds that consolidation is not material for the purpose of giving a true and fair view.


Direct subsidiary undertakings


The following were direct subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

BGRP Limited
Unit 3 Easter Park, Nelson Park West, Cramlington, Northumberland, NE23 1WQ
Ordinary
100%
The Bazaar Group Limited
Unit 3 Easter Park, Nelson Park West, Cramlington, Northumberland, NE23 1WQ
Ordinary
100%
BGRP GmbH
Essener Str. 4a, 22419 Hamburg, Germany
Ordinary
100%

The principal activity of the direct subsidiaries is as follows:
BGRP Limited is a soft-seating trader.
BGRP GmbH is an overseas distributor.
The Bazaar Group Limited is a dormant company.

31

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

Indirect subsidiary undertaking


The following was an indirect subsidiary undertaking of the company:

Name

Registered office

Class of shares

Holding

Beanbag Bazaar Limited
Unit 3 Easter Park, Nelson Park West, Cramlington, Northumberland, NE23 1WQ
Ordinary
100%

Beanbag Bazaar limited is a dormant company.


19.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
1,171,494
1,213,578


The carrying value of stocks are stated net of impairment losses totalling £109,122 (2022 - £275,445). Impairment reversal totalling  £166,500 (2022 - £77,537 charge) were recognised in profit and loss.


20.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
1,025,256
766,458
-
-

Amounts owed by group undertakings
-
-
5,741
6,075

Amounts owed by joint ventures and associated undertakings
-
-
-
5,741

Other debtors
200,240
16,253
4,449
399

Prepayments and accrued income
350,702
266,486
15,000
15,000

1,576,198
1,049,197
25,190
27,215


Trade debtors are stated after provisions for impairment of £6,000 (2022: £6,000). The impairment charge for the year, included within administrative expenses, totalled £nil (2022: £12,000).
Amounts owed by group undertakings and other associated undertakings are unsecured, interest free and payable on demand.

32

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

21.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
40,549
-
-
-

Bank loans
1,591,476
-
247,726
-

Loan notes (note 23)
1,343,648
494,977
1,343,648
494,977

Trade creditors
859,817
623,483
-
-

Amounts owed to group undertakings
-
-
4,704,338
4,088,010

Amounts owed to associates
-
6,823
-
-

Corporation tax
-
210,121
-
-

Other taxation and social security
206,297
282,916
-
-

Other creditors
39,882
60,516
-
-

Accruals and deferred income
312,315
146,364
-
-

4,393,984
1,825,200
6,295,712
4,582,987


Loan notes due within one year comprise the interest element payable. See note 23.
Amounts owed to group undertakings and other associated undertakings are unsecured, interest free and payable on demand.


22.


Creditors: amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Loan notes
7,478,496
8,240,887
7,478,496
8,240,887

Bank loans
1,829,613
-
256,696
-


Loan notes were issued as part of the acquisition of BGRP Limited. Loan notes comprise £5,290,719 secured A loan notes and £3,531,426 secured B loan notes. These loan notes accrue interest at 10% per annum, payable quarterly in arrears, and are fully repayable on 30 April 2026.
Associated legal costs of £76,610 have been set off against these loan notes and are being amortised over the life of the loan with a current year release of £14,532 (2022: £13,849).
The loan notes are secured by means of a fixed and floating charge over the assets of the company.

33

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

23.


Loans



Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
1,591,476
-
247,726
-

Loan notes
1,343,648
494,977
1,343,648
494,977


2,935,124
494,977
1,591,374
494,977

Amounts falling due 1-2 years

Bank loans
1,048,363
-
256,696
-

Amounts falling due 2-5 years

Bank loans
781,250
-
-
-

Loan notes
7,478,496
8,240,887
7,478,496
8,240,887


8,259,746
8,240,887
7,478,496
8,240,887


12,243,233
8,735,864
9,326,566
8,735,864


Bank Loans
Bank loans are subject to interest of 4.00% over the Bank of England Base Rate and are secured over the assets of the group. 
The aggregate amount of liabilities repayable in more than five years after the balance sheet date is
£nil.
The principal terms in respect of each loan are as follows:
£1,500,000 bank loan is secured, repayable in May 2025 on the second anniversary of the issue date and accrue interest of 4.00% over the Bank of England Base Rate per annum.
£1,500,000 bank loan is secured, repayable in April 2028 on the fifth anniversary of the issue date and accrue interest of 4.00% over the Bank of England Base Rate per annum.
£750,000 bank loan is secured, repayable in April 2026 on the third anniversary of the issue date and accrue interest of 4.00% over the Bank of England Base Rate per annum.

34

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

24.


Deferred taxation


Group



2023


£






At beginning of year
(59,298)


Charged to profit or loss
1,017



At end of year
(58,281)

The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(192,515)
(63,931)

Short term timing differences
1,537
4,633

Losses
132,697
-

58,281
59,298


25.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



270 (2022: 270) Ordinary A shares of £1.00000 each
270
270
180 (2022: 180) Ordinary B shares of £1.00000 each
180
180
52,500 (2022: 22,500) Ordinary C shares of £0.00001 each
1
-

451

450

During the year 30,000 Ordinary C shares were issued of par value of £0.00001 each for total consideration of £8,100. 
Ordinary A and B shares have full voting and dividend rights attached. Ordinary C shares have no voting or dividend rights attached.




35

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

26.


Reserves

Share premium account

The share premium account represents the premium arising on the issue of shares classified as equity.

Profit and loss account

The profit and loss reserve represents cumulative profits or losses, net of cumulative dividends paid and other adjustments.


27.


Capital commitments




At 30 April 2023 the group had capital commitments as follows:


Group
Group
2023
2022
£
£

Contracted for but not provided in these financial statements
150,876
226,630


28.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £98,571 (2022: £73,155).
Contributions totalling £147 (2022: £12,532) were payable to the fund at the balance sheet date and are included in creditors.


29.


Commitments under operating leases

At 30 April 2023 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
703,254
227,343

Later than 1 year and not later than 5 years
2,801,473
899,386

Later than 5 years
2,232,453
987,165

5,737,180
2,113,894
36

 
BGRP Holdings Limited
 
 

Notes to the financial statements
Year ended 30 April 2023

30.


Related party transactions

The company has taken advantage of the exemptions conferred by FRS 102 in not disclosing the transactions between wholly owned group companies included in these consolidated financial statements.
Included within creditors are secured A loan notes totalling £5,290,719 (2022: £4,980,000) owing to Comhar Capital (1806) Ltd, the parent company and majority shareholder. These loan notes accrue interest at 10%, payable quarterly in arrears. Interest payable at the year end of £803,891 (2022: £294,904) is included within creditors  due within one year. 
Included within creditors are secured B loan notes totalling £3,531,426 (2022: £3,320,000) owing equally to M and J Dolder, who each hold a 20%  shareholding in the company. These loan notes accrue interest at 10%, payable quarterly in arrears. Interest payable at the year end of £539,757 (2022: £200,073) is included within creditors due within one year.


31.


Controlling party

The immediate parent company is Comhar Capital (1806) Limited. The ultimate controlling party is Hawksford Trustees Jersey Limited, incorporated in Jersey.

37