Company registration number 13931389 (England and Wales)
BARTEC AUTO ID HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
BARTEC AUTO ID HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mrs C D Webb
Mr CP Webb
Company number
13931389
Registered office
Unit 9 Redbrook Business Park
Wilthorpe Road
Barnsley
South Yorkshire
England
S75 1JN
Auditor
BHP LLP
New Chartford House
Centurion Way
Cleckheaton
Bradford
West Yorkshire
BD19 3QB
BARTEC AUTO ID HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8 - 9
Group balance sheet
10 - 11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 36
BARTEC AUTO ID HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 1 -

The directors present the strategic report for the year ended 31 May 2023.

Review of the business

Group Demerger

On 28th February 2023 a demerger took place and the Waste Management software division that had been previously hived down into a separate entity, Bartec Municipal Technologies Limited ('BMT'), together with 100% owned subsidiary Protea Limited exited the group. Three new trading groups were formed under the new holding companies, Protea (2022) Holdings Limited, Bartec Municipal Technologies Holdings Limited, Bartec Auto ID Holdings Limited.

 

Both exiting 'businesses' have grown successfully through significant investment in research and development within the group structure, exchanging specialisms and sharing centralised resource and knowledge, however now the businesses have reached a scale where they can operate autonomously, the Directors believe they will grow faster if they have their own clear identity, focus, and independent market presence. A detailed and strategic review of the businesses endorsed a demerger. The opportunity was taken to undertake various targeted incentivisation for key management in each of the new trading groups as a subsequent step to the demerger.

 

Trading Report

Sales within the TPMS Plant Systems division made a strong recovery in the year as car manufacturers reopened following the easement of travel restrictions due to the pandemic, this meant that worldwide installations could recommence. Demand is being driven by both the introduction of new production lines and moving of existing production lines. New sensor technologies are being introduced into vehicles and this is generating new opportunities and demand for new products. We are increasing our R&D in this area accordingly.

 

In the TPMS Aftermarket supply chain issues have now passed with availability and costs of key componentry stabilised. The US sales have continued to be strong as our new business model of sensor and tools from a single supplier continues to provide sales growth and attracts new major customers. In a ‘tale of two continents’ sales slowed in Europe and margins continue to be placed under pressure from Asian competition. To counteract this the company has reviewed its business model in Europe and continues to invest heavily in R&D and new technologies for the aftermarket, to remain at the forefront of TPMS technology and provide valuable differentiators for our customers. We also continue to provide high levels of customer service and support. A further TPMS tool was launched during the year targeting the low-cost end of the market. Product reliability of the new generation of tools is being borne out by a significant fall in repair and warranty costs.

Bartec Auto ID Limited and Nyquist Solutions Limited have continued to work closely together and are investing heavily in Particle Number Counting (‘PN’) technology. This was to meet the requirements of Swiss and German legislation due in 2023. We anticipate further PN legislation in other jurisdictions and are well placed to provide solutions in these new markets. Nyquist is investing in Security Gateway technology and software to address the growing movement by car companies to restrict access to their diagnostic systems.

Overheads continue to be managed across all of our businesses with care taken to ensure no reduction the high level of service which our customers have come to enjoy and expect.

For the year ended 31 May 2023 the Group has made considerable technological and operating progress considering the restructuring and prevailing trading conditions which is a testament to the quality of the management and staff. We continue to view the future with confidence.

Principal risks and uncertainties

The group operates in a very competitive market place where it is important to ensure that excellent product and service levels are consistently offered to customers.

 

The directors believe that the Company has a positive credit rating and low financial liquidity risk given the Company has no external loans and has intercompany financing arrangements with fellow undertakings in the group. The Directors have considered the customer credit risk, and believe that as a result of robust Credit Control procedures, and no reliance on an individual customer, that this risk is low.

BARTEC AUTO ID HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 2 -
Key performance indicators

The group's key financial and other performance indicators during the year were as follows:

 

 

Unit

2023

2022

 

Turnover

£

13,492,599

13,693,479

Profit before tax

£

873,207

886,557

Shareholder funds

£

11,319,801

12,146,221

On behalf of the board

Mr CP Webb
Director
8 February 2024
BARTEC AUTO ID HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 May 2023.

Principal activities

The principal activities of the Company have historically been the development and manufacture of Tyre Pressure Monitoring Systems (TPMS) for the automotive industry and aftermarket and the development of waste management systems for domestic and trade waste. Both markets are driven by legislation and the company is market leader in both lines of business. To these lines of business the company has added emissions monitoring analysers and systems and extended its range of aftermarket tools through historic acquisitions.

Results and dividends

The results for the year are set out on pages 8 to 9.

Directors

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

Mrs C D Webb
Mr CP Webb
Financial instruments
Price risk, credit risk, liquidity risk and cash flow risk

The company utilises appropriate financial instruments in order to carry out its business activities in an effective manner.

 

The company's principal financial instruments comprise trade debtors, amounts owed from related undertakings and trade creditors. The main purpose of these instruments is to raise funds for the company's operations and to finance them. Owing to the nature of the financial instruments used there is no exposure to price risk.

 

The company's approach to managing other risks applicable to the financial instruments concerned is set out below.

 

Trade debtors, credit and cash flow risks are managed by policies concerning the credit offered to customers and the monitoring of amounts outstanding in terms of time and credit limits.

 

Trade creditors and amounts owed from related undertakings all arise from trading transactions and the liquidity risk is managed from income generation.

Auditor

In accordance with the company's articles, a resolution proposing that BHP LLP be reappointed as auditor of the group will be put at a General Meeting.

BARTEC AUTO ID HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr CP Webb
Director
8 February 2024
BARTEC AUTO ID HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BARTEC AUTO ID HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Bartec Auto ID Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

BARTEC AUTO ID HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BARTEC AUTO ID HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.

 

We focused on laws and regulations, relevant to the company, which could give rise to a material misstatement in the financial statements. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and review of legal expenses. There are inherent limitations in the audit procedures described 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.

 

As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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

BARTEC AUTO ID HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BARTEC AUTO ID HOLDINGS LIMITED
- 7 -

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 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.

Jamie Williams (Senior Statutory Auditor)
For and on behalf of BHP LLP
8 February 2024
Chartered Accountants
Statutory Auditor
New Chartford House
Centurion Way
Cleckheaton
Bradford
West Yorkshire
BD19 3QB
BARTEC AUTO ID HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2023
- 8 -
Continuing
Discontinued
31 May
Continuing
Discontinued
31 May
operations
operations
2023
operations
operations
2022
Notes
£
£
£
£
£
£
Turnover
3
6,008,479
7,484,120
13,492,599
7,194,139
6,499,340
13,693,479
Cost of sales
(2,262,097)
(3,259,882)
(5,521,979)
(4,063,564)
(2,815,640)
(6,879,204)
Gross profit
3,746,382
4,224,238
7,970,620
3,130,575
3,683,700
6,814,275
Administrative expenses
(2,971,254)
(3,490,679)
(6,461,933)
(2,291,560)
(3,044,673)
(5,336,233)
Other operating income
9,242
118,066
127,308
78,400
69,327
147,727
Research and development expenditure
(866,045)
-
(866,045)
(861,324)
-
(861,324)
Operating profit
4
(81,675)
851,625
769,950
56,091
708,354
764,445
Share of results of associates and joint ventures
180,311
-
180,311
226,916
-
226,916
Interest receivable and similar income
8
66,803
-
66,803
11,917
-
11,917
Interest payable and similar expenses
9
(1,456)
(37,684)
(39,140)
31,262
(34,625)
(3,363)
Loss from current asset investments
10
(104,717)
-
(104,717)
(113,358)
-
(113,358)
Profit before taxation
59,266
813,941
873,207
212,828
673,729
886,557
Tax on profit
11
(268,897)
(108,716)
(377,613)
205,899
-
205,899
Profit for the financial year
(209,631)
705,225
495,594
418,727
673,729
1,092,456
Other comprehensive income
Currency translation differences
(3,352)
(45,405)
Total comprehensive income for the year
492,242
1,047,051
BARTEC AUTO ID HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
Continuing
Discontinued
31 May
Continuing
Discontinued
31 May
operations
operations
2023
operations
operations
2022
Notes
£
£
£
£
£
£
- 9 -
Profit for the financial year is attributable to:
- Owners of the parent company
483,638
1,056,843
- Non-controlling interests
11,956
35,613
495,594
1,092,456
Total comprehensive income for the year is attributable to:
- Owners of the parent company
480,286
1,011,438
- Non-controlling interests
11,956
35,613
492,242
1,047,051
BARTEC AUTO ID HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MAY 2023
31 May 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
13
333,143
436,022
Other intangible assets
13
29,338
25,569
Total intangible assets
362,481
461,591
Tangible assets
14
806,092
1,362,649
Investments
15
562,877
382,566
1,731,450
2,206,806
Current assets
Stocks
19
2,598,140
3,334,813
Debtors
20
5,938,749
8,146,386
Investments
21
333,510
567,834
Cash at bank and in hand
2,647,856
1,676,819
11,518,255
13,725,852
Creditors: amounts falling due within one year
22
(1,854,731)
(3,946,684)
Net current assets
9,663,524
9,779,168
Total assets less current liabilities
11,394,974
11,985,974
Creditors: amounts falling due after more than one year
23
(19,948)
(29,657)
Provisions for liabilities
Deferred tax liability
25
55,225
(189,904)
(55,225)
189,904
Net assets
11,319,801
12,146,221
Capital and reserves
Called up share capital
27
33,848
-
0
Other reserves
93,276
127,124
Profit and loss reserves
11,122,993
11,961,369
Equity attributable to owners of the parent company
11,250,117
12,088,493
Non-controlling interests
69,684
57,728
11,319,801
12,146,221

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

BARTEC AUTO ID HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 MAY 2023
31 May 2023
- 11 -
The financial statements were approved by the board of directors and authorised for issue on 8 February 2024 and are signed on its behalf by:
08 February 2024
Mr CP Webb
Director
Company registration number 13931389 (England and Wales)
BARTEC AUTO ID HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2023
31 May 2023
- 12 -
2023
Notes
£
£
Fixed assets
Investments
15
10,365,500
Capital and reserves
Called up share capital
27
33,848
Other reserves
10,331,652
Total equity
10,365,500

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £Nil.

The financial statements were approved by the board of directors and authorised for issue on 8 February 2024 and are signed on its behalf by:
08 February 2024
Mr CP Webb
Director
Company registration number 13931389 (England and Wales)
BARTEC AUTO ID HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023
- 13 -
Share capital
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 June 2021
-
0
127,124
10,949,931
11,077,055
22,115
11,099,170
Year ended 31 May 2022:
Profit for the year
-
-
1,056,843
1,056,843
35,613
1,092,456
Other comprehensive income:
Currency translation differences
-
-
(45,405)
(45,405)
-
(45,405)
Total comprehensive income
-
-
1,011,438
1,011,438
35,613
1,047,051
Balance at 31 May 2022
-
0
127,124
11,961,369
12,088,493
57,728
12,146,221
Year ended 31 May 2023:
Profit for the year
-
-
483,638
483,638
11,956
495,594
Other comprehensive income:
Currency translation differences
-
-
(3,352)
(3,352)
-
(3,352)
Total comprehensive income
-
-
480,286
480,286
11,956
492,242
Issue of share capital
27
33,848
(33,848)
-
33,848
-
33,848
Bonus issue of shares
27
12,870,000
-
-
0
12,870,000
-
12,870,000
Dividends
-
-
(1,318,662)
(1,318,662)
-
(1,318,662)
Reduction of shares
27
(12,870,000)
-
-
(12,870,000)
-
(12,870,000)
Balance at 31 May 2023
33,848
93,276
11,122,993
11,250,117
69,684
11,319,801
BARTEC AUTO ID HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2023
- 14 -
Share capital
Merger reserve
Total
Notes
£
£
£
Balance at 22 February 2022
-
0
-
-
Period ended 31 May 2023:
Profit and total comprehensive income
-
-
-
0
Issue of share capital
27
33,848
-
33,848
Bonus issue of shares
27
12,870,000
-
12,870,000
Reduction of shares
27
(12,870,000)
-
(12,870,000)
Transfers
-
10,331,652
10,331,652
Balance at 31 May 2023
33,848
10,331,652
10,365,500
BARTEC AUTO ID HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2023
- 15 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
32
1,841,909
(449,070)
Interest paid
(39,140)
(3,363)
Income taxes refunded/(paid)
72,193
(18,876)
Net cash inflow/(outflow) from operating activities
1,874,962
(471,309)
Investing activities
Purchase of intangible assets
(3,769)
(1,045)
Proceeds from disposal of intangibles
-
1,598
Purchase of tangible fixed assets
(529,941)
(580,042)
Proceeds from disposal of tangible fixed assets
831,746
412,276
Proceeds from disposal of investments
129,607
503,687
Loans to directors
(70,000)
-
Interest received
61,235
540
Other income received from investments
5,568
11,377
Net cash generated from investing activities
424,446
348,391
Financing activities
Repayment of bank loans
(9,709)
(82,351)
Dividends paid to equity shareholders
(1,318,662)
-
0
Net cash used in financing activities
(1,328,371)
(82,351)
Net increase/(decrease) in cash and cash equivalents
971,037
(205,269)
Cash and cash equivalents at beginning of year
1,676,819
1,882,088
Cash and cash equivalents at end of year
2,647,856
1,676,819
BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2023
- 16 -
1
Accounting policies
Company information

Bartec Auto ID Holdings Limited (“the company”) is a limited company domiciled and incorporated in England and Wales. The registered office is:

 

Unit 9 Redbrook Business Park

Wilthorpe Road

Barnsley

South Yorkshire

England

S75 1JN

 

The group consists of Bartec Auto ID Holdings Limited and all of its subsidiaries as disclosed in note 16.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

Bartec Auto ID Holdings Limited was incorporated on 22 February 2022 and the investment in the group acquired on 27 February 2023 by way of a share for share exchange. Therefore the parent company balance sheet represents a long period from 22 February 2022 to 31 May 2023.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 17 -
1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Bartec Auto ID Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 May 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

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

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

 

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

 

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

The Group has applied the principles of merger accounting in consolidating the results, as control was only acquired by Bartec Auto ID Holdings Limited via a share-for-share exchange on 27 February 2023. Merger accounting requires that the results of the Group are presented as if the group has always been in its present form, and does not require and re-evaluation of fair values at the point of acquisition. Accordingly for the Group's comparative statement of financial position as at 31 May 2022, a merger reserve has been created which represents the difference between the net assets of the group as at that date and the retained profits recognised by the Group as at that date.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 18 -
1.4
Going concern

The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the fair review of the business which forms part of the strategic report. The directors have reviewed the financial position of the group, including uncertainties arising from the current difficult economic environment and the potential impact of this on trading and financing, The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the financial statements.

1.5
Turnover

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

 

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

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

Revenue from subscriptions is recognised over the period which the subscription relates.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life of 20 years.

 

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

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is provided on intangible fixed assets so as to write off the cost, less any estimated residual value, over their expected useful economic life.

Patents & licences
Not depreciated
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 19 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
straight line over the lease term
Fixtures and fittings
15%/20% reducing balance basis or 20%/25%/50% on cost
Motor vehicles
25% reducing balance basis or 20%/25% on cost
Other tangibles
33% on cost

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

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

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

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 20 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stock and work in progress are valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
1
Accounting policies
(Continued)
- 23 -
1.19
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

 

Support received in relation to the interest paid by the UK government under the Bounce Back loan scheme is recognised within other operating income on the accruals basis to match the corresponding expense.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.21

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Net realisable value of stock

The group establishes a provision for stock estimated to realise a value lower than cost. When assessing net realisable value the directors have considered the selling price of the product less further costs expected to be incurred to complete and sell the item. The directors also consider the purchasing history of stock items to assess whether items remain in use.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 24 -
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
Sales - UK
5,679,509
6,257,104
Sales - Rest of World
7,813,090
7,436,375
13,492,599
13,693,479
2023
2022
£
£
Other revenue
Interest income
61,235
540
Grants received
118,066
95,892
4
Operating profit
2023
2022
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(43,323)
(395,034)
Research and development costs
866,045
861,324
Government grants
(118,066)
(95,892)
Depreciation of owned tangible fixed assets
254,752
285,605
(Profit)/loss on disposal of tangible fixed assets
-
11,045
Amortisation of intangible assets
35,011
36,130
Operating lease charges
186,355
209,533
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
2,750
17,472
Audit of the financial statements of the company's subsidiaries
59,176
33,204
61,926
50,676
For other services
Taxation compliance services
5,830
5,383
Services relating to corporate finance transactions
-
16,000
5,830
21,383
BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 25 -
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Administration and support
34
24
2
-
Production
72
98
-
-
Total
106
122
2
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
3,709,217
3,818,419
-
0
-
0
Social security costs
382,942
365,899
-
-
Pension costs
169,824
148,895
-
0
-
0
4,261,983
4,333,213
-
0
-
0
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
116,789
451,859
Company pension contributions to defined contribution schemes
773
5,118
117,562
456,977
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
n/a
113,977
Company pension contributions to defined contribution schemes
n/a
1,321

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022- 5).

 

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 26 -
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
10,740
-
0
Interest receivable from group companies
437
-
0
Other interest income
50,058
540
Total interest revenue
61,235
540
Income from fixed asset investments
Income from other fixed asset investments
5,568
11,377
Total income
66,803
11,917
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
990
2,821
Other interest
38,150
542
Total finance costs
39,140
3,363
10
Amounts written off investments
2023
2022
£
£
Fair value gains/(losses) on financial instruments
Loss on financial assets held at fair value through profit or loss
(128,566)
(369,252)
Other gains/(losses)
Gain on disposal of current asset investments
23,849
255,894
(104,717)
(113,358)
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
27,149
497
Adjustments in respect of prior periods
(2,643)
-
0
UK income tax
1,531
573
Total current tax
26,037
1,070
Deferred tax
Origination and reversal of timing differences
351,576
(206,969)
Total tax charge/(credit)
377,613
(205,899)
BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
11
Taxation
(Continued)
- 27 -

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
873,207
886,557
Expected tax charge based on the standard rate of corporation tax in the UK of 20.51% (2022: 19.00%)
179,127
168,446
Tax effect of expenses that are not deductible in determining taxable profit
64,839
66,153
Tax effect of income not taxable in determining taxable profit
(45,045)
(91,734)
Change in unrecognised deferred tax assets
460,941
(2,521)
Adjustments in respect of prior years
399
-
0
Effect of change in corporation tax rate
(6,512)
(58,267)
Amortisation on assets not qualifying for tax allowances
-
0
3,780
Research and development tax credit
(279,501)
(288,455)
Other permanent differences
2,024
(564)
Dividend income
(1,114)
(2,154)
Fixed asset differences
5,085
4,189
Other adjusutments, reliefs and transfers
(2,630)
(4,772)
Taxation charge/(credit)
377,613
(205,899)
12
Discontinued operations

On 27 February 2023 the company entered into a sale agreement to dispose of Protea Limited and Bartec Municipal Technologies Limited as part of a group demerger.

 

A distribution of £1,271,202 arose on the disposal, being the carrying amount of the business assets and attributable goodwill.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 28 -
13
Intangible fixed assets
Group
Goodwill
Patents & licences
Total
£
£
£
Cost
At 1 June 2022
722,592
25,569
748,161
Additions
-
0
3,769
3,769
Disposals
(89,015)
-
0
(89,015)
At 31 May 2023
633,577
29,338
662,915
Amortisation and impairment
At 1 June 2022
286,570
-
0
286,570
Amortisation charged for the year
35,011
-
0
35,011
Disposals
(21,147)
-
0
(21,147)
At 31 May 2023
300,434
-
0
300,434
Carrying amount
At 31 May 2023
333,143
29,338
362,481
At 31 May 2022
436,022
25,569
461,591
The company had no intangible fixed assets at 31 May 2023 or 31 May 2022.
BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 29 -
14
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures and fittings
Motor vehicles
Other tangibles
Total
£
£
£
£
£
Cost
At 1 June 2022
980,280
393,877
152,974
2,801,823
4,328,954
Additions
68,358
10,883
75,137
375,563
529,941
Disposals
(306,066)
(44,621)
(87,683)
(1,522,879)
(1,961,249)
At 31 May 2023
742,572
360,139
140,428
1,654,507
2,897,646
Depreciation and impairment
At 1 June 2022
303,770
326,021
111,445
2,225,069
2,966,305
Depreciation charged in the year
14,965
15,812
16,045
207,930
254,752
Eliminated in respect of disposals
(263,392)
(29,017)
(10,323)
(826,771)
(1,129,503)
At 31 May 2023
55,343
312,816
117,167
1,606,228
2,091,554
Carrying amount
At 31 May 2023
687,229
47,323
23,261
48,279
806,092
At 31 May 2022
676,510
67,856
41,529
576,754
1,362,649
The company had no tangible fixed assets at 31 May 2023 or 31 May 2022.
15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
10,365,500
-
0
Investments in associates
17
562,877
382,566
-
0
-
0
562,877
382,566
10,365,500
-
0
BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
15
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Group
Shares in associates
£
Cost or valuation
At 1 June 2022
382,566
Valuation changes
180,311
At 31 May 2023
562,877
Carrying amount
At 31 May 2023
562,877
At 31 May 2022
382,566
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2022
-
Additions
23,235,500
Disposals
(12,870,000)
At 31 May 2023
10,365,500
Carrying amount
At 31 May 2023
10,365,500
At 31 May 2022
-
16
Subsidiaries

Details of the company's subsidiaries at 31 May 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Bartec Auto ID Limited
Ordinary
100.00
-
Nyquist Solutions Limited
Ordinary
-
100.00
Bartec Auto ID (China) Limited
China
Ordinary
-
60.00
Bartec Auto I D GmbH
Germany
Ordinary
-
100.00
Revive Automotive Solutions Limited
Ordinary
-
100.00

On 27 February 2023, Bartec Auto ID Holdings Limited acquired 100% of the share capital of Bartec Auto ID Limited by way of a share for share exchange. As a result, the comparative figures are presented as if the holding company always existed.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 31 -
17
Associates

Details of associates at 31 May 2023 are as follows:

Name of undertaking and country of
Class of
% Held
incorporation or residency
shares held
Direct
Bartec USA LLC
USA
Ordinary
49
18
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
333,510
567,834
-
-
19
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
2,557,971
3,115,054
-
-
Work in progress
40,169
219,759
-
-
2,598,140
3,334,813
-
-
20
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
785,794
3,304,044
-
0
-
0
Corporation tax recoverable
57
180,365
-
0
-
0
Amounts owed by undertakings in which the company has a participating interest
3,297,400
4,116,523
-
-
Other debtors
1,487,496
184,347
-
0
-
0
Prepayments and accrued income
368,002
361,107
-
0
-
0
5,938,749
8,146,386
-
-
21
Current asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Listed investments
333,510
567,834
-
-
BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 32 -
22
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
24
10,648
10,648
-
0
-
0
Other borrowings
24
6,669
6,669
-
0
-
0
Trade creditors
833,114
949,799
-
0
-
0
Other taxation and social security
53,010
365,274
-
-
Other creditors
186,889
184,916
-
0
-
0
Accruals and deferred income
764,401
2,429,378
-
0
-
0
1,854,731
3,946,684
-
0
-
0

Bank loans and overdrafts totalling £10,648 (2022 - £10,648) are secured against assets of the group.

23
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
24
19,948
29,657
-
0
-
0

Bank loans and overdrafts totalling £19,948 (2022 - £29,657) are secured against assets of the group.

24
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
30,596
40,305
-
0
-
0
Other loans
6,669
6,669
-
0
-
0
37,265
46,974
-
-
Payable within one year
17,317
17,317
-
0
-
0
Payable after one year
19,948
29,657
-
0
-
0
BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 33 -
25
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
55,225
69,257
Tax losses
-
(256,107)
Revaluations
-
(1,120)
Short term timing differences
-
(1,934)
55,225
(189,904)
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 June 2022
(189,904)
(17,065)
Charge to profit or loss
351,576
206,969
Transfer on disposal
(106,447)
-
Liability at 31 May 2023
55,225
189,904

The deferred tax asset above constitutes tax loses and short term timing differences, net of accelerated capital allowances. The reversal of this asset is dependent on both future trading and the movement in the short term timing differences. Therefore, no accurate estimate can be given on when the asset is expected to reverse.

26
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
169,824
148,895

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

 

At the year ended, contributions of £3,425 (2022 - £18,024) were payable to the scheme by the group.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 34 -
27
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
33,848
-
33,848
-

On 27 February 2023, the company issued 33,874 A Ordinary shares of £1 each at par value. On the same date, the company made a bonus issue of 12,000,000 B Ordinary shares and 870,000 C Ordinary shares. On 28 February 2023 the B and C Ordinary shares were cancelled.

28
Disposals

On 28 February 2023 the group disposed of its 100% holding in Protea Limited. Included in these financial statements are profits of £242,728 arising from the company's interests in Protea Limited up to the date of its disposal.

 

On 28 February 2023 the group disposed of its 100% holding in Bartec Municipal Technologies Limited. Included in these financial statements are profits of £462,497 arising from the company's interests in Bartec Municipal Technologies Limited up to the date of its disposal.

 

29
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
42,033
117,539
-
-
Between two and five years
67,169
302,803
-
-
In over five years
-
477,400
-
-
109,202
897,742
-
-
BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 35 -
30
Related party transactions
Transactions with related parties

During the year the group entered into the following transactions with related parties:

Sales
Sales
Purchases
Purchases
2023
2022
2023
2022
£
£
£
£
Group
Entities over which the group has control, joint control or significant influence
66,106
-
13,790
-
Other related parties
1,564,398
1,233,640
184,567
189,895

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
2022
£
£
Group
Other related parties
16,543
-

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2023
2022
Balance
Balance
£
£
Group
Entities over which the group has control, joint control or significant influence
4,035
-
Other related parties
3,316,527
4,116,523
31
Controlling party

The ultimate controlling party is Mr C Webb by virtue of his shareholding in the company.

BARTEC AUTO ID HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2023
- 36 -
32
Cash generated from/(absorbed by) group operations
2023
2022
£
£
Profit for the year after tax
495,594
1,092,456
Adjustments for:
Share of results of associates and joint ventures
(180,311)
(226,916)
Taxation charged/(credited)
377,613
(205,899)
Finance costs
39,140
3,363
Investment income
(66,803)
(11,917)
(Gain)/loss on disposal of tangible fixed assets
-
11,045
Amortisation and impairment of intangible assets
35,011
36,130
Depreciation and impairment of tangible fixed assets
254,752
285,605
Foreign exchange gains on cash equivalents
40,147
(45,405)
Gain on sale of investments
(23,849)
(255,894)
Other gains and losses
128,566
369,252
Movements in working capital:
Decrease/(increase) in stocks
736,673
(241,144)
Decrease/(increase) in debtors
2,097,329
(2,050,882)
(Decrease)/increase in creditors
(2,091,953)
791,136
Cash generated from/(absorbed by) operations
1,841,909
(449,070)
33
Analysis of changes in net funds - group
1 June 2022
Cash flows
31 May 2023
£
£
£
Cash at bank and in hand
1,676,819
971,037
2,647,856
Borrowings excluding overdrafts
(46,974)
9,709
(37,265)
1,629,845
980,746
2,610,591
2023-05-312022-06-01falseCCH SoftwareCCH Accounts Production 2023.300Mrs C D WebbMr CP 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