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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:





Mr Matthew Calder - Director


16 April 2024

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.

Mr Matthew Calder
Mr Marcus Calder
Mr Lewis James Calder
Mr Benjamin Calder

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:




Mr Matthew Calder - Director


16 April 2024

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.




Greig Brown (Senior Statutory Auditor)
for and on behalf of Drummond Laurie CA
Statutory Auditor
Unit 5
Gateway Business Park
Beancross Road
Grangemouth
FK3 8WX

17 April 2024

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

298,790

(273,931

)

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 13 104 104
Investment property 14 2,000,000 2,000,000
2,000,104 2,000,104

CURRENT ASSETS
Debtors 16 2,989,894 2,777,174
Cash at bank 719 999
2,990,613 2,778,173
CREDITORS
Amounts falling due within one year 17 (123,070 ) (6,003 )
NET CURRENT ASSETS 2,867,543 2,772,170
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,867,647

4,772,274

PROVISIONS FOR LIABILITIES 22 (49,796 ) (49,796 )
NET ASSETS 4,817,851 4,722,478

CAPITAL AND RESERVES
Called up share capital 23 4,650,105 4,650,105
Retained earnings 24 167,746 72,373
SHAREHOLDERS' FUNDS 4,817,851 4,722,478

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 16 April 2024 and were signed on its behalf by:





Mr Matthew Calder - Director


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 4,650,105 - 4,650,105

Changes in equity
Dividends - (330,573 ) (330,573 )
Total comprehensive income - 402,946 402,946
Balance at 31 December 2021 4,650,105 72,373 4,722,478

Changes in equity
Dividends - (348,388 ) (348,388 )
Total comprehensive income - 443,761 443,761
Balance at 31 December 2022 4,650,105 167,746 4,817,851

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
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Freehold property - 2% on cost
Plant and machinery - 50% on cost, 25% on cost and 20% on cost
Fixtures and fittings - 25% on cost
Motor vehicles - 25% on reducing balance
Computer equipment - 25% on cost

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
124 102

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 104
NET BOOK VALUE
At 31 December 2022 104
At 31 December 2021 104

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

BACA Workwear & Safety Ltd
Registered office: Unit 3 Clayfield Close, Moulton Park, Northampton, NN3 6QN
Nature of business: Sale of safety and work clothing
%
Class of shares: holding
Ordinary 100.00

Veltuff France SAS
Registered office: 130 Avenue des Aureats, 26000 Valence, France
Nature of business: Sale of safety and work clothing
%
Class of shares: holding
Ordinary 100.00

Tecto Hire Ltd
Registered office: Unit 2 Spinney View, Round Spinney, Northampton, NN3 8RF
Nature of business: Provision of health and safety goods and services
%
Class of shares: holding
Ordinary 100.00

Tractius Ltd
Registered office: Direct House, 3 Clayfield Close, Moulton Park, Northampton, NN3 6QN
Nature of business: Software development and support services
%
Class of shares: holding
Ordinary 100.00


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 2,000,000
NET BOOK VALUE
At 31 December 2022 2,000,000
At 31 December 2021 2,000,000

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 - - 1,703,992 1,595,813
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 1,989,894 1,777,174

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 - - 1,000,000 1,000,000

Aggregate amounts 5,518,245 5,488,333 2,989,894 2,777,174

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 - - 833 3
Amounts owed to related parties 1,232,605 1,228,060 - -
Tax - 6,178 24,347 -
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 7,320,255 123,070 6,003

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 49,796
Balance at 31 December 2022 49,796

23. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.22 31.12.21
value: £    £   
94 Ordinary A - H £1 94 94
4,650,000 Redeemable £1 4,650,000 4,650,000
11 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 72,373
Profit for the year 443,761
Dividends (348,388 )
At 31 December 2022 167,746


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.