REGISTERED NUMBER: 07035110 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 31 December 2022 |
for |
BACA Holdings Ltd |
REGISTERED NUMBER: 07035110 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 31 December 2022 |
for |
BACA Holdings Ltd |
BACA Holdings Ltd (Registered number: 07035110) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
Page |
Group Strategic Report | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 4 |
Consolidated Statement of Comprehensive Income | 7 |
Consolidated Balance Sheet | 8 |
Company Balance Sheet | 9 |
Consolidated Statement of Changes in Equity | 10 |
Company Statement of Changes in Equity | 11 |
Consolidated Cash Flow Statement | 12 |
Notes to the Consolidated Cash Flow Statement | 13 |
Notes to the Consolidated Financial Statements | 15 |
BACA Holdings Ltd (Registered number: 07035110) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
The directors present their strategic report of the company and the group for the year ended 31 December 2022. |
REVIEW OF BUSINESS |
The group has generated £22,813,185 (2021: £20,926,419) of turnover and £402,813 of profits before tax (2021: £282,447 losses before tax) to give satisfactory results. |
At the year end the group had shareholders funds of £6,335,256 (2021: £6,384,854) including distributable profits of £1,551,616 (2021: £1,585,361). The directors therefore believe the group's position to be satisfactory, especially as the group's current assets exceed its current liabilities by £3,594,935 (2021: £3,596,995). |
The directors believe that there is a strong foundation to build the business further and significantly improve on the current year's results. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The directors have assessed the main risk facing the group as being increased competition from other national companies.These companies are able to sell similar products to those offered by the group at competitive prices, which could lead to decreasing margins. The directors believe that the quality of our products and customer service will help mitigate these risks and hope to see satisfactory trading results in the coming year. |
ON BEHALF OF THE BOARD: |
BACA Holdings Ltd (Registered number: 07035110) |
Report of the Directors |
for the Year Ended 31 December 2022 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of selling safety and work clothing through subsidiary BACA Workwear & Safety Ltd. Further activities are the leasing of machinery and equipment through Tecto Hire Ltd and software development and support services through Techco Limited. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 December 2022 will be £348,388. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
BACA Holdings Ltd (Registered number: 07035110) |
Report of the Directors |
for the Year Ended 31 December 2022 |
AUDITORS |
Drummond Laurie CA are deemed to be reappointed under section 487(2) of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
BACA Holdings Ltd |
Qualified opinion |
We have audited the financial statements of BACA Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements: |
- give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2022 and of the group's 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. |
Basis for qualified opinion |
The component auditors of the French subsidiary Veltuff France SAS were not made aware of the existence of stock until after 31 December 2022 and thus did not observe the counting of physical stock at the end of the year. We were unable to satisfy ourselves by alternative means concerning the stock quantities held by Veltuff France SAS at 31 December 2022 which are included in the group balance sheet at £885,288, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary. |
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 Auditors' 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 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 qualified opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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. |
Report of the Independent Auditors to the Members of |
BACA Holdings Ltd |
Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors 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 Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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. |
Auditors' 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 a Report of the Auditors 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. |
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. |
Based on our understanding of the group, we identified that the principal risks of non-compliance with laws and regulations related to fraudulent manipulation of the financial statements, including the risk of override of controls, to reduce profits and tax liabilities. We determined that the most likely method of manipulation would be the posting of inappropriate journal entries. Audit procedures performed by the audit engagement team consisted of a review of large and unusual journal entries, challenging assumptions and judgements made by management in significant accounting estimates, discussions with management related to known or suspected instances of non-compliance with laws and regulations, review of Board minutes where available, and an evaluation of management controls designed to prevent and detect irregularities. |
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 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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
BACA Holdings Ltd |
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 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 a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditor |
Unit 5 |
Gateway Business Park |
Beancross Road |
Grangemouth |
FK3 8WX |
BACA Holdings Ltd (Registered number: 07035110) |
Consolidated Statement of Comprehensive Income |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
TURNOVER | 3 | 22,813,185 | 20,926,419 |
Cost of sales | (15,384,853 | ) | (14,429,991 | ) |
GROSS PROFIT | 7,428,332 | 6,496,428 |
Administrative expenses | (6,978,258 | ) | (6,760,779 | ) |
450,074 | (264,351 | ) |
Other operating income | - | 9,689 |
OPERATING PROFIT/(LOSS) | 5 | 450,074 | (254,662 | ) |
Interest receivable and similar income | 623 | - |
450,697 | (254,662 | ) |
Interest payable and similar expenses | 7 | (47,884 | ) | (27,785 | ) |
PROFIT/(LOSS) BEFORE TAXATION | 402,813 | (282,447 | ) |
Tax on profit/(loss) | 8 | (104,023 | ) | 8,516 |
PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
OTHER COMPREHENSIVE INCOME |
Revaluation of freehold property | - | 199,184 |
Income tax relating to other comprehensive income |
- |
(49,796 |
) |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
- |
149,388 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
298,790 |
(124,543 |
) |
Profit/(loss) attributable to: |
Owners of the parent | 298,790 | (273,931 | ) |
Total comprehensive income attributable to: |
Owners of the parent | 298,790 | (124,543 | ) |
BACA Holdings Ltd (Registered number: 07035110) |
Consolidated Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 127,243 | 154,917 |
Tangible assets | 12 | 3,159,959 | 3,185,668 |
Investments | 13 | - | - |
Investment property | 14 | - | - |
3,287,202 | 3,340,585 |
CURRENT ASSETS |
Stocks | 15 | 6,806,958 | 5,415,611 |
Debtors | 16 | 5,518,245 | 5,488,333 |
Cash at bank and in hand | 275,941 | 13,306 |
12,601,144 | 10,917,250 |
CREDITORS |
Amounts falling due within one year | 17 | (9,006,209 | ) | (7,320,255 | ) |
NET CURRENT ASSETS | 3,594,935 | 3,596,995 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
6,882,137 |
6,937,580 |
CREDITORS |
Amounts falling due after more than one year |
18 |
(227,328 |
) |
(274,688 |
) |
PROVISIONS FOR LIABILITIES | 22 | (319,553 | ) | (278,038 | ) |
NET ASSETS | 6,335,256 | 6,384,854 |
CAPITAL AND RESERVES |
Called up share capital | 23 | 4,650,105 | 4,650,105 |
Revaluation reserve | 24 | 133,535 | 149,388 |
Retained earnings | 24 | 1,551,616 | 1,585,361 |
SHAREHOLDERS' FUNDS | 6,335,256 | 6,384,854 |
The financial statements were approved by the Board of Directors and authorised for issue on 16 April 2024 and were signed on its behalf by: |
Mr Matthew Calder - Director |
BACA Holdings Ltd (Registered number: 07035110) |
Company Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
Investment property | 14 |
CURRENT ASSETS |
Debtors | 16 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 17 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 22 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 23 |
Retained earnings | 24 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 443,761 | 402,946 |
The financial statements were approved by the Board of Directors and authorised for issue on |
BACA Holdings Ltd (Registered number: 07035110) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Revaluation | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 January 2021 | 4,650,105 | 2,189,865 | - | 6,839,970 |
Changes in equity |
Dividends | - | (330,573 | ) | - | (330,573 | ) |
Total comprehensive income | - | (273,931 | ) | 149,388 | (124,543 | ) |
Balance at 31 December 2021 | 4,650,105 | 1,585,361 | 149,388 | 6,384,854 |
Changes in equity |
Dividends | - | (348,388 | ) | - | (348,388 | ) |
Total comprehensive income | - | 314,643 | (15,853 | ) | 298,790 |
Balance at 31 December 2022 | 4,650,105 | 1,551,616 | 133,535 | 6,335,256 |
BACA Holdings Ltd (Registered number: 07035110) |
Company Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2021 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2022 |
BACA Holdings Ltd (Registered number: 07035110) |
Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 690,669 | 14,096 |
Interest paid | (18,943 | ) | (12,118 | ) |
Interest element of hire purchase payments paid |
(28,941 |
) |
(15,667 |
) |
Tax paid | (39,677 | ) | (254,532 | ) |
Net cash from operating activities | 603,108 | (268,221 | ) |
Cash flows from investing activities |
Purchase of tangible fixed assets | (397,128 | ) | (939,475 | ) |
Sale of tangible fixed assets | 135,995 | 113,142 |
Cash introduced on acquisition | - | 79,581 |
Interest received | 623 | - |
Net cash from investing activities | (260,510 | ) | (746,752 | ) |
Cash flows from financing activities |
New loans in year | 41,677 | 190,057 |
Loan repayments in year | (138,573 | ) | - |
Capital repayments in year | (87,437 | ) | (71,054 | ) |
Amount withdrawn by directors | (12,651 | ) | (113,570 | ) |
Equity dividends paid | (348,388 | ) | (330,573 | ) |
Net cash from financing activities | (545,372 | ) | (325,140 | ) |
Decrease in cash and cash equivalents | (202,774 | ) | (1,340,113 | ) |
Cash and cash equivalents at beginning of year |
2 |
(844,368 |
) |
495,745 |
Cash and cash equivalents at end of year | 2 | (1,047,142 | ) | (844,368 | ) |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.22 | 31.12.21 |
£ | £ |
Profit/(loss) before taxation | 402,813 | (282,447 | ) |
Depreciation charges | 582,499 | 391,260 |
Profit on disposal of fixed assets | (55,459 | ) | (4,587 | ) |
Negative goodwill written off | - | (193,737 | ) |
Finance costs | 47,884 | 27,785 |
Finance income | (623 | ) | - |
977,114 | (61,726 | ) |
Increase in stocks | (1,391,347 | ) | (1,968,976 | ) |
Decrease in trade and other debtors | 45,620 | 589,159 |
Increase in trade and other creditors | 1,059,282 | 1,455,639 |
Cash generated from operations | 690,669 | 14,096 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 275,941 | 13,306 |
Bank overdrafts | (1,323,083 | ) | (857,674 | ) |
(1,047,142 | ) | (844,368 | ) |
Year ended 31 December 2021 |
31.12.21 | 1.1.21 |
£ | £ |
Cash and cash equivalents | 13,306 | 495,745 |
Bank overdrafts | (857,674 | ) | - |
(844,368 | ) | 495,745 |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 1.1.22 | Cash flow | changes | At 31.12.22 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 13,306 | 262,635 | 275,941 |
Bank overdrafts | (857,674 | ) | (465,409 | ) | (1,323,083 | ) |
(844,368 | ) | (202,774 | ) | (1,047,142 | ) |
Debt |
Finance leases | (286,944 | ) | 87,437 | (212,524 | ) | (412,031 | ) |
Debts falling due |
within 1 year | (481,348 | ) | (14,530 | ) | - | (495,878 | ) |
Debts falling due |
after 1 year | (111,426 | ) | 111,426 | - | - |
(879,718 | ) | 184,333 | (212,524 | ) | (907,909 | ) |
Total | (1,724,086 | ) | (18,441 | ) | (212,524 | ) | (1,955,051 | ) |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
1. | STATUTORY INFORMATION |
BACA Holdings Ltd is a private company, limited by shares, domiciled in England, registration number 07035110. The registered office is Unit 3 Clayfield Close, Moulton Park, Northampton, NN3 6QN. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The consolidated financial statements incorporate the financial statements of the company and all group undertakings. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised and written off over five years from the year of acquisition. The results of companies acquired or disposed of are included in the profit and loss account after or up to the date that control passes respectively. As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Turnover |
Turnover represents net invoiced sales of safety and work clothing, excluding value added tax. Sales are recognised at the point at which the goods are delivered. |
Goodwill |
Goodwill, being the amount paid in connection with the acquisition of businesses in 2016 and 2018, are being amortised evenly over their estimated useful lives of ten years. |
Tangible fixed assets and depreciation |
Freehold property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Tangible fixed assets are stated at cost less depreciation. Cost represent purchase price together with any incidental costs of acquisition. |
The directors have considered the residual value of all tangible fixed assets to be immaterial and therefore all tangible fixed assets are depreciated to nil value. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is represented by purchase price. |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Provisions |
Provisions are recognised when the company has a legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are discounted where the time value of money is material. |
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. |
Cash and cash equivalents |
Cash and cash equivalents include cash at bank and in hand and highly liquid interest-bearing securities with maturities of three months or less. In the cash-flow statement, cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in liabilities on the balance sheet. |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
3. | TURNOVER |
The turnover and profit (2021 - loss) before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
31.12.22 | 31.12.21 |
£ | £ |
United Kingdom | 20,065,248 | 18,229,781 |
Europe | 2,277,496 | 2,047,632 |
Rest of World | 470,441 | 649,006 |
22,813,185 | 20,926,419 |
4. | EMPLOYEES AND DIRECTORS |
31.12.22 | 31.12.21 |
£ | £ |
Wages and salaries | 4,583,615 | 4,408,566 |
Social security costs | 463,511 | 292,557 |
Other pension costs | 66,394 | 52,755 |
5,113,520 | 4,753,878 |
The average number of employees during the year was as follows: |
31.12.22 | 31.12.21 |
Employees | 118 | 96 |
European employees | 6 | 6 |
The average number of employees by undertakings that were proportionately consolidated during the year was 124 (2021 - 102 ) . |
31.12.22 | 31.12.21 |
£ | £ |
Directors' remuneration | 18,596 | 18,201 |
5. | OPERATING PROFIT/(LOSS) |
The operating profit (2021 - operating loss) is stated after charging/(crediting): |
31.12.22 | 31.12.21 |
£ | £ |
Other operating leases | 322,019 | 373,389 |
Depreciation - owned assets | 440,067 | 307,201 |
Depreciation - assets on hire purchase contracts | 114,758 | 60,401 |
Profit on disposal of fixed assets | (55,459 | ) | (4,587 | ) |
Goodwill amortisation | 27,674 | 27,674 |
Auditors' remuneration | 21,760 | 19,000 |
Foreign exchange differences | 22,128 | 13,542 |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
6. | EXCEPTIONAL ITEMS |
31.12.22 | 31.12.21 |
£ | £ |
Negative goodwill written off | - | 193,737 |
In the prior year the group acquired the share capital of Tecto Ltd and Techco Limited. The negative goodwill of £193,737 was written off on acquisition. |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.22 | 31.12.21 |
£ | £ |
Bank interest | - | 30 |
Loan interest | 18,943 | 11,657 |
CT interest | - | 431 |
Hire purchase | 28,941 | 15,667 |
47,884 | 27,785 |
8. | TAXATION |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the profit for the year was as follows: |
31.12.22 | 31.12.21 |
£ | £ |
Current tax: |
UK corporation tax | 57,567 | (167,661 | ) |
Underprovision | 4,941 | - |
Total current tax | 62,508 | (167,661 | ) |
Deferred tax | 41,515 | 159,145 |
Tax on profit/(loss) | 104,023 | (8,516 | ) |
Reconciliation of total tax charge/(credit) included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31.12.22 | 31.12.21 |
£ | £ |
Profit/(loss) before tax | 402,813 | (282,447 | ) |
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 19 % (2021 - 19 %) |
76,534 |
(53,665 |
) |
Effects of: |
Expenses not deductible for tax purposes | 9,711 | 57,115 |
Income not taxable for tax purposes | (10,538 | ) | (45,323 | ) |
Capital allowances in excess of depreciation | (3,241 | ) | (138,784 | ) |
Utilisation of tax losses | (14,899 | ) | (780 | ) |
Adjustments to tax charge in respect of previous periods | 4,941 | - |
Deferred tax movement | 41,515 | 159,145 |
Unutilised European tax losses | - | 13,776 |
Total tax charge/(credit) | 104,023 | (8,516 | ) |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
8. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
There were no tax effects for the year ended 31 December 2022. |
31.12.21 |
Gross | Tax | Net |
£ | £ | £ |
Revaluation of freehold property | 199,184 | (49,796 | ) | 149,388 |
9. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
10. | DIVIDENDS |
31.12.22 | 31.12.21 |
£ | £ |
Ordinary A - H shares of £1 each |
Final | 315,008 | 313,600 |
W1 - W5, S1 - S2 shares of £1 each |
Final | 33,380 | 16,973 |
348,388 | 330,573 |
11. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 January 2022 |
and 31 December 2022 | 276,738 |
AMORTISATION |
At 1 January 2022 | 121,821 |
Amortisation for year | 27,674 |
At 31 December 2022 | 149,495 |
NET BOOK VALUE |
At 31 December 2022 | 127,243 |
At 31 December 2021 | 154,917 |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
12. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Freehold | Plant and | and |
property | machinery | fittings |
£ | £ | £ |
COST OR VALUATION |
At 1 January 2022 | 2,000,000 | 1,085,528 | 140,719 |
Additions | - | 436,689 | 6,663 |
Disposals | - | (9,633 | ) | - |
At 31 December 2022 | 2,000,000 | 1,512,584 | 147,382 |
DEPRECIATION |
At 1 January 2022 | 176,220 | 472,363 | 79,509 |
Charge for year | 36,016 | 253,515 | 23,960 |
Eliminated on disposal | - | (9,878 | ) | - |
At 31 December 2022 | 212,236 | 716,000 | 103,469 |
NET BOOK VALUE |
At 31 December 2022 | 1,787,764 | 796,584 | 43,913 |
At 31 December 2021 | 1,823,780 | 613,165 | 61,210 |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 January 2022 | 489,815 | 423,144 | 4,139,206 |
Additions | 165,177 | 1,123 | 609,652 |
Disposals | (206,848 | ) | (1,001 | ) | (217,482 | ) |
At 31 December 2022 | 448,144 | 423,266 | 4,531,376 |
DEPRECIATION |
At 1 January 2022 | 193,520 | 31,926 | 953,538 |
Charge for year | 113,100 | 128,234 | 554,825 |
Eliminated on disposal | (126,067 | ) | (1,001 | ) | (136,946 | ) |
At 31 December 2022 | 180,553 | 159,159 | 1,371,417 |
NET BOOK VALUE |
At 31 December 2022 | 267,591 | 264,107 | 3,159,959 |
At 31 December 2021 | 296,295 | 391,218 | 3,185,668 |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
12. | TANGIBLE FIXED ASSETS - continued |
Group |
Cost or valuation at 31 December 2022 is represented by: |
Fixtures |
Freehold | Plant and | and |
property | machinery | fittings |
£ | £ | £ |
Valuation in 2021 | 199,184 | - | - |
Cost | 1,800,816 | 1,512,584 | 147,382 |
2,000,000 | 1,512,584 | 147,382 |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
Valuation in 2021 | - | - | 199,184 |
Cost | 448,144 | 423,266 | 4,332,192 |
448,144 | 423,266 | 4,531,376 |
If freehold property had not been revalued it would have been included at the following historical cost: |
31.12.22 | 31.12.21 |
£ | £ |
Cost | 1,800,816 | 1,800,816 |
Aggregate depreciation | 212,236 | 176,220 |
Freehold property was valued on an open market value basis on 31 December 2021 by Kirkby Diamond . |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 January 2022 | 223,918 | 212,746 | 436,664 |
Additions | 176,280 | 52,408 | 228,688 |
At 31 December 2022 | 400,198 | 265,154 | 665,352 |
DEPRECIATION |
At 1 January 2022 | 85,676 | 51,074 | 136,750 |
Charge for year | 57,599 | 57,159 | 114,758 |
At 31 December 2022 | 143,275 | 108,233 | 251,508 |
NET BOOK VALUE |
At 31 December 2022 | 256,923 | 156,921 | 413,844 |
At 31 December 2021 | 138,242 | 161,672 | 299,914 |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
13. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2022 |
and 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Unit 3 Clayfield Close, Moulton Park, Northampton, NN3 6QN |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 130 Avenue des Aureats, 26000 Valence, France |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Unit 2 Spinney View, Round Spinney, Northampton, NN3 8RF |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Direct House, 3 Clayfield Close, Moulton Park, Northampton, NN3 6QN |
Nature of business: |
% |
Class of shares: | holding |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
14. | INVESTMENT PROPERTY - continued |
14. | INVESTMENT PROPERTY |
Company |
Total |
£ |
FAIR VALUE |
At 1 January 2022 |
and 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
Fair value at 31 December 2022 is represented by: |
£ |
Valuation in 2021 | 199,184 |
Cost | 1,800,816 |
2,000,000 |
If investment property had not been revalued it would have been included at the following historical cost: |
31.12.22 | 31.12.21 |
£ | £ |
Cost | 1,800,816 | 1,800,816 |
Investment property was valued on an open market value basis on 31 December 2021 by Kirkby Diamond . |
15. | STOCKS |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Finished goods | 6,806,958 | 5,415,611 |
16. | DEBTORS |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 4,884,844 | 4,712,997 |
Amounts owed by group undertakings | - | - |
Other debtors | 1,372 | 88,787 |
Directors' current accounts | 285,242 | 180,701 | 285,902 | 181,361 |
Tax | 115,295 | 144,304 |
Prepayments and accrued income | 231,492 | 361,544 |
5,518,245 | 5,488,333 |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
16. | DEBTORS - continued |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£ | £ | £ | £ |
Amounts falling due after more than one | year: |
Amounts owed by group undertakings | - | - |
Aggregate amounts | 5,518,245 | 5,488,333 |
17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 19) | 1,434,510 | 996,248 |
Other loans (see note 19) | 384,451 | 342,774 |
Hire purchase contracts (see note 20) | 184,703 | 123,682 |
Trade creditors | 4,722,581 | 3,801,814 |
Amounts owed to group undertakings | - | - |
Amounts owed to related parties | 1,232,605 | 1,228,060 | - | - |
Tax | - | 6,178 |
Social security and other taxes | 169,932 | 135,759 |
VAT | 525,001 | 339,413 | 6,000 | 6,000 |
Directors' current accounts | 91,890 | - | 91,890 | - |
Accruals and deferred income | 260,536 | 346,327 |
9,006,209 | 7,320,255 |
18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Bank loans (see note 19) | - | 111,426 |
Hire purchase contracts (see note 20) | 227,328 | 163,262 |
227,328 | 274,688 |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
19. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Amounts falling due within one year or on | demand: |
Bank overdrafts | 1,323,083 | 857,674 |
Bank loans | 111,427 | 138,574 |
Other loans | 384,451 | 342,774 |
1,818,961 | 1,339,022 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | - | 111,426 |
An unsecured loan of £250,000 was taken out in December 2020 under the Bounce Back Loan Scheme. This is government backed and interest is paid by the government for the first year, with interest charged at 10.10% applied to the loan principal at the outset. No capital payments are due until December 2021 and the loan will be repaid in equal tranches across 2 years with the final payment in November 2023. |
20. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
31.12.22 | 31.12.21 |
£ | £ |
Net obligations repayable: |
Within one year | 184,703 | 123,682 |
Between one and five years | 227,328 | 163,262 |
412,031 | 286,944 |
Group |
Non-cancellable operating | leases |
31.12.22 | 31.12.21 |
£ | £ |
Within one year | 198,683 | 275,266 |
Between one and five years | 438,732 | 527,732 |
In more than five years | 140,200 | 249,883 |
777,615 | 1,052,881 |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
21. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Bank overdraft | 1,323,083 | 857,674 |
Hire purchase contracts | 412,031 | 286,944 |
1,735,114 | 1,144,618 |
Hire purchase contracts are secured on the assets to which they relate. |
Barclays Bank PLC hold a standard security over property held by the group in respect of the overdraft facility. |
22. | PROVISIONS FOR LIABILITIES |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£ | £ | £ | £ |
Deferred tax | 319,553 | 278,038 | 49,796 | 49,796 |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2022 | 278,038 |
Provided during year | 41,515 |
Balance at 31 December 2022 | 319,553 |
Company |
Deferred |
tax |
£ |
Balance at 1 January 2022 |
Balance at 31 December 2022 |
23. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.22 | 31.12.21 |
value: | £ | £ |
Ordinary A - H | £1 | 94 | 94 |
Redeemable | £1 | 4,650,000 | 4,650,000 |
W1 - W5, S1 - S2 | £1 | 11 | 11 |
4,650,105 | 4,650,105 |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
24. | RESERVES |
Group |
Retained | Revaluation |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2022 | 1,585,361 | 149,388 | 1,734,749 |
Profit for the year | 298,790 | 298,790 |
Dividends | (348,388 | ) | (348,388 | ) |
Transfer | 15,853 | (15,853 | ) | - |
At 31 December 2022 | 1,551,616 | 133,535 | 1,685,151 |
Company |
Retained |
earnings |
£ |
At 1 January 2022 |
Profit for the year |
Dividends | ( |
) |
At 31 December 2022 |
25. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the years ended 31 December 2022 and 31 December 2021: |
31.12.22 | 31.12.21 |
£ | £ |
Mr M Calder |
Balance outstanding at start of year | 69,854 | 60,040 |
Amounts advanced | 141,866 | 101,237 |
Amounts repaid | (81,548 | ) | (91,423 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 130,172 | 69,854 |
Mr M Calder |
Balance outstanding at start of year | 110,847 | 12,091 |
Amounts advanced | 175,771 | 184,391 |
Amounts repaid | (131,548 | ) | (85,635 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 155,070 | 110,847 |
26. | RELATED PARTY DISCLOSURES |
BACA Holdings Ltd (Registered number: 07035110) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
26. | RELATED PARTY DISCLOSURES - continued |
Other related parties |
31.12.22 | 31.12.21 |
£ | £ |
Sales | 386,953 | - |
Purchases | 218,238 | 1,188,073 |
Amount due to related parties | 1,232,605 | 1,228,060 |
27. | ULTIMATE CONTROLLING PARTY |
The group is under the control of the Board of Directors. |