Company registration number 05984940 (England and Wales)
BELLIS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BELLIS GROUP LIMITED
COMPANY INFORMATION
Directors
R D Bellis
M Hadj Ahmed
P I Dunlop
T D Pennington-Brookfield
Secretary
T D Pennington-Brookfield
Company number
05984940
Registered office
Innovative Business Park
Derker Street
Oldham
Lancashire
OL1 4EQ
Auditor
Azets Audit Services
Ship Canal House
98 King Street
Manchester
M2 4WU
BELLIS GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 14
BELLIS GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Fair review of the business

A full strategic report has been prepared in the consolidated financial statements of Bellis Holdings Limited, the parent undertaking.

On behalf of the board

P I Dunlop
Director
23 May 2024
BELLIS GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

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

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

The results for the year are set out on page 7.

Directors

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

R D Bellis
M Hadj Ahmed
P I Dunlop
T D Pennington-Brookfield
Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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

 

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

 

 

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

BELLIS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Statement of disclosure to auditor

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

On behalf of the board
T D Pennington-Brookfield
Director
23 May 2024
BELLIS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF BELLIS GROUP LIMITED
- 4 -
Opinion

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

In our opinion the financial statements:

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

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:

BELLIS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF BELLIS GROUP LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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.

BELLIS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF BELLIS GROUP LIMITED
- 6 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Graham Rigby (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
23 May 2024
Chartered Accountants
Ship Canal House
Statutory Auditor
98 King Street
Manchester
M2 4WU
BELLIS GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£'000
£'000
Interest receivable and similar income
3
1,531
1,531
Interest payable and similar expenses
4
(1,258)
(1,258)
Profit before taxation
273
273
Tax on profit
5
-
0
-
0
Profit for the financial year
273
273
BELLIS GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
6
23,554
23,554
Current assets
Debtors
8
4
-
0
Creditors: amounts falling due within one year
9
(2,143)
(2,413)
Net current liabilities
(2,139)
(2,413)
Total assets less current liabilities
21,415
21,141
Creditors: amounts falling due after more than one year
10
(1,390)
(1,390)
Net assets
20,025
19,751
Capital and reserves
Called up share capital
11
-
0
-
0
Share premium account
9,035
9,035
Capital redemption reserve
-
0
-
0
Profit and loss reserves
10,990
10,716
Total equity
20,025
19,751
The financial statements were approved by the board of directors and authorised for issue on 23 May 2024 and are signed on its behalf by:
T D Pennington-Brookfield
Director
Company Registration No. 05984940
BELLIS GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Share premium account
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
Balance at 1 January 2022
-
0
9,035
10,443
19,478
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
273
273
Balance at 31 December 2022
-
0
9,035
10,716
19,751
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
274
274
Balance at 31 December 2023
-
0
9,035
10,990
20,025
BELLIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
1
Accounting policies
Company information

Bellis Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Innovative Business Park, Derker Street, Oldham, Lancashire, OL1 4EQ.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

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

The Company has taken advantage of the Reduced Financial Reporting Regime, as permitted by FRS 102 regarding the disclosure requirements of Sections 3, 4, 7, 11, 12 and 33 of the standard.

 

This information is included in the consolidated financial statements of Bellis Holdings Limited as at 31 December 2023 and these financial statements may be obtained from The Registrar of Companies, Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Investments held as fixed assets are measured at cost less accumulated impairment.

1.4
Financial instruments

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

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

BELLIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
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 company 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.

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price. 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.5
Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

2
Employees

During the current and preceding accounting periods, the average monthly number of staff employed by the company was nil.

3
Interest receivable and similar income
2023
2022
£'000
£'000
Income from fixed asset investments
Income from shares in group undertakings
1,531
1,531
4
Interest payable and similar expenses
2023
2022
£'000
£'000
Dividends on redeemable preference shares
1,258
1,258
BELLIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
5
Taxation

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

2023
2022
£'000
£'000
Profit before taxation
273
273
Expected tax charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
64
52
Tax effect of expenses that are not deductible in determining taxable profit
296
239
Tax effect of income not taxable in determining taxable profit
(360)
(291)
Taxation charge for the year
-
-
6
Fixed asset investments
2023
2022
Notes
£'000
£'000
Investments in subsidiaries
7
23,554
23,554
Movements in fixed asset investments
Shares in subsidiaries
£'000
Cost or valuation
At 1 January 2023 & 31 December 2023
24,524
Impairment
At 1 January 2023 & 31 December 2023
970
Carrying amount
At 31 December 2023
23,554
At 31 December 2022
23,554
BELLIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
7
Subsidiaries

The Company owned between 99% and 100% of the Ordinary share capital of the following subsidiaries at the balance sheet date:

Name of undertaking
Country of incorporation
Nature of business
Innovative Technology Limited
England and Wales
Design, assembly and distribution of equipment for automated transactions
Bellis Technology Limited*
China
Assembly
Bellis Technologia E Automacao Ltda*
Brazil
Sales, distribution & assembly
Innovative Technology Americas, Inc*
USA
Sales and distribution
Innovative Technology (Asia Pacific) Pty Ltd*
Australia
Dormant
Innovative Technology S.R.L.*
Italy
Sales and distribution
Innovative Technology (China) Limited*
China
Sales and distribution
Innovative PPAS Limited*
England and Wales
Non-trading
Innoprint Limited*
England and Wales
Dormant
Innoserv Limited*
England and Wales
Dormant
Crypco Limited*
England and Wales
Dormant
Transaction Security Holdings Limited
England and Wales
Dormant
Transaction Security Limited*
England and Wales
Dormant
Image Capture Limited*
England and Wales
Dormant
Bellis Trustee Limited
England and Wales
Dormant
Innovative Technology GmbH*
Germany
Sales and distribution

* held indirectly

8
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
4
-
0
9
Creditors: amounts falling due within one year
2023
2022
£'000
£'000
Amounts owed to group undertakings
2,143
2,413
10
Creditors: amounts falling due after more than one year
2023
2022
£'000
£'000
Share capital treated as financial liabilities
1,390
1,390

Disclosure of the terms and conditions attached to the non-equity shares is made in note 11.

BELLIS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
11
Share capital
2023
2022
£'000
£'000
Issued and fully paid
308 A Ordinary shares of 50p each
-
-
Shares classified as debt
Allotted, called up and fully paid
419,665 A Preference shares of £1 each
419
419
600 B Preference shares of £1 each
1
1
970,100 C Preference shares of £1 each
970
970
1,390
1,390

The A, B and C Preference shares attract fixed dividends (see note 4) and have rights as defined in the company's articles of association.

12
Related party transactions

In preparing these financial statements, advantage has been taken of the provision under Financial Reporting Standard 102 section 33 which states that disclosure is not required of transactions with entities which are part of the group headed by Bellis Holdings Limited.

 

At the balance sheet date the company owed £2,142k (2022: £1,654k) to Bellis Holdings Limited, the parent company.

 

At the balance sheet date the company was owed £4k (2022: £758k owed to) from Innovative Technology Limited, a subsidiary undertaking.

13
Ultimate controlling party

The Company regards R D Bellis as the ultimate controlling party for the current and preceding year by virtue of his control of Bellis Holdings Limited, the ultimate parent company.

 

The largest group for which consolidated financial statements are drawn up which include the Company is that headed by Bellis Holdings Limited.

 

The consolidated financial statements of the Group are available to the public and may be obtained from the Registrar of Companies, Companies House, Crown Way, Maindy, Cardiff, CF4 3UZ.

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