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BSB STRUCTURAL TOPCO LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

 
BSB STRUCTURAL TOPCO LIMITED
 

COMPANY INFORMATION


Directors
Mr W Bell 
Mr G McKenna 
Mr S J Shields 




Company secretary
Mr W Bell



Registered number
SC358057



Registered office
Unit 4 Suite 2a, Flemington Court
Flemington Industrial Park, Craigneuk Street

Motherwell

Lanarkshire

ML1 2NT




Independent auditors
Sumer Auditco Limited
Chartered Accountants

Pentland House

Saltire Centre

Glenrothes

Fife

KY6 2AH





 
BSB STRUCTURAL TOPCO LIMITED
 

CONTENTS



Page
Group strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 6
Consolidated statement of comprehensive income
7
Consolidated statement of financial position
8
Company statement of financial position
9
Consolidated statement of changes in equity
10
Company statement of changes in equity
11
Consolidated statement of cash flows
12
Consolidated analysis of net debt
13
Notes to the financial statements
14 - 30


 
BSB STRUCTURAL TOPCO LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The directors present the strategic report for the year ended 31 March 2024.

Business review
 
We aim to provide a balanced and comprehensive review of our business during the year and the position of the group at the year-end. The main activity carried on by the company is that of structural steel fabrications including installation & design.
Turnover increased by 17.81% from £16,351,166 in 2023 to £19,263,237 in 2024. Despite unpredictable steel prices, focused pricing and increased factory efficiencies resulted in gross profit margins improving by 4.75% in the year. The increased turnover and gross profit margin resulted in an extremely strong pre-tax profit of £2,649,620 - an increase of 89% on 2023.
The Directors are extremely pleased overall with the group's performance for the year. 
High level of uncertain raw materials and utility costs continued to cause raw material supply issues and price volatility throughout the year under review and this climate is forecast to continue for the foreseeable future. 
However, the group has a healthy order book for 2024/25 and is confident of continued strong results in the year ahead, despite the challenges outlined.

Principal risks and uncertainties
 
The directors consider that in the current economic climate, the principal risk is that of bad debts. This is managed through a combination of credit insurance, tight credit controls and the active pursuit of defaulters through all legal channels.
Performance in the sector is affected by general economic conditions and weather conditions. The directors carry out regular strategic reviews including assessments of competitor activity, market trends, forecasts and customer behaviour.

Financial key performance indicators
 
The group has developed a number of KPI reports that are monitored daily by the directors. These reports measure various performances within the business that are directly linked with revenue, gross margins and amounts recoverable under long-term contracts including retentions as at the year-end. The Company’s performance against these KPIs are noted below:
Revenue £19,263,237 (2023 - £16,351,166)
Gross profit margin 26.76% (2023 – 22.01%)
Amounts recoverable under long-term contracts including retentions £4,150,385 (2023 - £2,527,435)

 

This report was approved by the board on 14 August 2024 and signed on its behalf.



Mr S J Shields
Director

Page 1

 
BSB STRUCTURAL TOPCO LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Results and dividends

The profit for the year, after taxation, amounted to £1,955,913 (2023 - £1,345,744).

Dividends of £241,534 have been paid to ordinary shareholders during the year (2023 - £367,185).

Directors

The directors who served during the year were:

Mr W Bell 
Mr G McKenna 
Mr S J Shields 

Future developments

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. lt has done so in respect of future developments.

Page 2

 
BSB STRUCTURAL TOPCO LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024


Disclosure of information to auditors

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

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsSumer Auditco Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 14 August 2024 and signed on its behalf.
 





Mr S J Shields
Director

Page 3

 
BSB STRUCTURAL TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSB STRUCTURAL TOPCO LIMITED
 

Opinion


We have audited the financial statements of BSB Structural Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statements of changes in equity, and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2024 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 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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 4

 
BSB STRUCTURAL TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSB STRUCTURAL TOPCO LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
BSB STRUCTURAL TOPCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BSB STRUCTURAL TOPCO LIMITED (CONTINUED)


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


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

We 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 which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. 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. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating 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 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 Auditors' report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





Greg Stapley (Senior statutory auditor)
for and on behalf of
Sumer Auditco Limited
Chartered Accountants
Pentland House
Saltire Centre
Glenrothes
Fife
KY6 2AH

14 August 2024
Page 6

 
BSB STRUCTURAL TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

  

Turnover
 4 
19,263,237
16,351,166

Cost of sales
  
(14,108,877)
(12,752,388)

Gross profit
  
5,154,360
3,598,778

Administrative expenses
  
(2,487,752)
(2,188,544)

Other operating income
 5 
2,468
6,383

Operating profit
 6 
2,669,076
1,416,617

Interest receivable and similar income
 10 
254
253

Interest payable and similar expenses
 11 
(19,710)
(12,818)

Profit before tax
  
2,649,620
1,404,052

Tax on profit
 12 
(693,707)
(58,308)

Profit for the financial year
  
1,955,913
1,345,744

  

Profit for the year attributable to:
  

Owners of the parent company
  
1,955,913
1,345,744

  
1,955,913
1,345,744

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 14 to 30 form part of these financial statements.

Page 7

 
BSB STRUCTURAL TOPCO LIMITED
REGISTERED NUMBER: SC358057

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
As restated 2023
£
£

Fixed assets
  

Tangible assets
 15 
487,508
535,742

  
487,508
535,742

Current assets
  

Stocks
 17 
63,219
62,694

Debtors
 18 
4,788,520
3,521,059

Cash at bank and in hand
 19 
3,700,830
1,656,610

  
8,552,569
5,240,363

Creditors: amounts falling due within one year
 20 
(5,241,982)
(3,540,472)

Net current assets
  
 
 
3,310,587
 
 
1,699,891

Total assets less current liabilities
  
3,798,095
2,235,633

Creditors: amounts falling due after more than one year
 21 
(227,433)
(231,119)

Provisions for liabilities
  

Deferred tax
 25 
(99,069)
(80,624)

  
 
 
(99,069)
 
 
(80,624)

Net assets
  
3,471,593
1,923,890


Capital and reserves
  

Called up share capital 
 26 
36
40

Capital redemption reserve
 27 
12
8

Profit and loss account
 27 
3,471,545
1,923,842

  
3,471,593
1,923,890


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 August 2024.




Mr S J Shields
Director

The notes on pages 14 to 30 form part of these financial statements.

Page 8

 
BSB STRUCTURAL TOPCO LIMITED
REGISTERED NUMBER: SC358057

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

2024
2023
£
£

Fixed assets
  

Investments
 16 
335,789
335,789

  
335,789
335,789

Current assets
  

Debtors
 18 
-
40

Cash at bank and in hand
 19 
108
159,844

  
108
159,884

Creditors: amounts falling due within one year
 20 
(329,731)
(309,755)

Net current liabilities
  
 
 
(329,623)
 
 
(149,871)

  

  

Net assets
  
6,166
185,918


Capital and reserves
  

Called up share capital 
 26 
36
40

Capital redemption reserve
 27 
12
8

Profit and loss account
  
6,118
185,870

  
6,166
185,918


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 August 2024.


Mr S J Shields
Director

The notes on pages 14 to 30 form part of these financial statements.

Page 9

 
BSB STRUCTURAL TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 April 2023
40
8
1,923,842
1,923,890



Profit for the year
-
-
1,955,913
1,955,913

Dividends: Equity capital
-
-
(241,534)
(241,534)

Purchase of own shares
-
4
(166,676)
(166,672)

Shares cancelled during the year
(4)
-
-
(4)


Total transactions with owners
(4)
4
(408,210)
(408,210)


At 31 March 2024
36
12
3,471,545
3,471,593


The notes on pages 14 to 30 form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 April 2022
44
4
1,111,951
1,111,999



Profit for the year
-
-
1,345,744
1,345,744

Dividends: Equity capital
-
-
(367,185)
(367,185)

Purchase of own shares
-
4
(166,668)
(166,664)

Shares cancelled during the year
(4)
-
-
(4)


Total transactions with owners
(4)
4
(533,853)
(533,853)


At 31 March 2023
40
8
1,923,842
1,923,890


The notes on pages 14 to 30 form part of these financial statements.

Page 10

 
BSB STRUCTURAL TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 April 2023
40
8
185,870
185,918



Profit for the year
-
-
228,458
228,458

Dividends: Equity capital
-
-
(241,534)
(241,534)

Purchase of own shares
-
4
(166,676)
(166,672)

Shares cancelled during the year
(4)
-
-
(4)


At 31 March 2024
36
12
6,118
6,166


The notes on pages 14 to 30 form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 April 2022
44
4
70,488
70,536



Profit for the year
-
-
649,235
649,235

Dividends: Equity capital
-
-
(367,185)
(367,185)

Purchase of own shares
-
4
(166,668)
(166,664)

Shares cancelled during the year
(4)
-
-
(4)


At 31 March 2023
40
8
185,870
185,918


The notes on pages 14 to 30 form part of these financial statements.

Page 11

 
BSB STRUCTURAL TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
1,955,913
1,345,744

Adjustments for:

Depreciation of tangible assets
94,919
53,810

Government grants
(2,468)
(6,383)

Interest paid
19,710
12,818

Interest received
(254)
(253)

Taxation charge
693,707
58,308

(Increase)/decrease in stocks
(525)
31,853

(Increase) in debtors
(1,267,462)
(617,621)

Increase in creditors
1,673,714
617,666

Corporation tax (paid)
(675,261)
(23,725)

Net cash generated from operating activities

2,491,993
1,472,217


Cash flows from investing activities

Purchase of tangible fixed assets
(46,685)
(347,233)

Government grants received
2,468
6,383

Interest received
254
253

HP interest paid
(6,043)
(1,160)

Net cash from investing activities

(50,006)
(341,757)

Cash flows from financing activities

Repayment of loans
(60,000)
(60,000)

Repayment of/new finance leases
84,110
89,450

Dividends paid
(241,534)
(367,185)

Interest paid
(13,667)
(11,658)

Payments for purchase of own shares
(166,676)
(166,667)

Net cash used in financing activities
(397,767)
(516,060)

Net increase in cash and cash equivalents
2,044,220
614,400

Cash and cash equivalents at beginning of year
1,656,610
1,042,210

Cash and cash equivalents at the end of year
3,700,830
1,656,610


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,700,830
1,656,610

3,700,830
1,656,610


The notes on pages 14 to 30 form part of these financial statements.

Page 12

 
BSB STRUCTURAL TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024




At 1 April 2023
Cash flows
At 31 March 2024
£

£

£

Cash at bank and in hand

1,656,610

2,044,220

3,700,830

Debt due after 1 year

(140,000)

60,000

(80,000)

Debt due within 1 year

(60,000)

-

(60,000)

Finance leases

(124,610)

(84,110)

(208,720)


1,332,000
2,020,110
3,352,110

The notes on pages 14 to 30 form part of these financial statements.

Page 13

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

BSB Structural Topco Limited is a private company, limited by shares, incorporated in Scotland with registration number SC358057. The registered office is Unit 4 Suite 2a, Flemington Court, Flemington Industrial Park, Motherwell, ML1 2NT.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 14

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.5

Finance leases and hire purchase contracts

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 15

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

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

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 16

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Land buildings
-
20% reducing balance
Plant and machinery
-
20-25% reducing balance
Motor vehicles
-
20% reducing balance
Fixtures, fittings and equipment
-
20% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 17

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

Short-term debtors, including other debtors shown within amounts due after more than one year, are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 18

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, 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.

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The most significant estimation within the Group's financial statements relates to work in progress. 
The directors review work in progress (included within amounts recoverable on long-term contracts) on a monthly basis to ensure that all work carried out on ongoing contracts is reflected in the company's financial statements.
The directors review depreciation rates on a regular basis to ensure that the policy rates remain appropriate and fairly charge the cost of fixed assets over their predicted useful lives for each specific category of fixed assets.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Structural engineering and construction services
19,263,237
16,351,166

19,263,237
16,351,166


All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Government grants receivable
2,468
6,383

2,468
6,383


Page 19

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Grants receivable
(2,468)
(6,383)

Operating lease rentals
173,078
143,647

Depreciation of tangible fixed assets
94,919
53,810


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the group, parent company and subsidiary financial statements
19,850
16,292


8.


Employees

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


     Group       2024
     Group       2023
£
£



Wages and salaries
2,396,929
2,046,781

Social security costs
213,391
188,118

Cost of defined contribution scheme
168,870
169,035

2,779,190
2,403,934

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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Directors
3
3
3
3



Managers
8
8
-
-



Technical
10
8
-
-



Operatives
51
47
-
-

72
66
3
3

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

Page 20

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
106,526
82,677

Group contributions to defined contribution pension schemes
108,000
108,000

214,526
190,677


During the year retirement benefits were accruing to 3 directors (2023 - 3) in respect of defined contribution pension schemes.


10.


Interest receivable

2024
2023
£
£


Other interest receivable
254
253

254
253


11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
13,667
11,658

Finance leases and hire purchase contracts
6,043
1,160

19,710
12,818

Page 21

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
675,262
223,098

Adjustments in respect of previous periods
-
(199,373)


675,262
23,725


Total current tax
675,262
23,725

Deferred tax


Origination and reversal of timing differences
(7,015)
-

Changes to tax rates
-
34,583

Adjustments in respect of previous periods
25,460
-

Total deferred tax
18,445
34,583


Tax on profit
693,707
58,308

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,649,620
1,404,052


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
662,405
266,770

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
5,842
4,001

Capital allowances for year in excess of depreciation
-
(13,090)

Decrease in UK and foreign current tax from adjustment for prior periods
25,460
(199,373)

Total tax charge for the year
693,707
58,308


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Dividends

2024
2023
£
£


Dividends paid
241,534
367,185


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £228,458 (2023 – £649,235).





Page 23

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost or valuation


At 1 April 2023
20,256
872,883
135,327
136,440
1,164,906


Additions
-
30,810
-
15,875
46,685


Disposals
-
-
-
(1,868)
(1,868)



At 31 March 2024

20,256
903,693
135,327
150,447
1,209,723



Depreciation


At 1 April 2023
16,974
504,659
16,358
91,173
629,164


Charge for the year on owned assets
-
61,948
24,242
8,729
94,919


Disposals
-
-
-
(1,868)
(1,868)



At 31 March 2024

16,974
566,607
40,600
98,034
722,215



Net book value



At 31 March 2024
3,282
337,086
94,727
52,413
487,508



At 31 March 2023
3,282
368,224
118,969
45,267
535,742

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
172,501
215,958

Motor vehicles
89,106
111,382

261,607
327,340


The company has no tangible fixed assets

Page 24

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
335,789



At 31 March 2024
335,789





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

BSB Structural Limited
Unit 4, Suite 2A Flemington Court, Flemington Industrial Park, Craigneuk Street, Motherwell, Lanarkshire, ML1 2NT, Scotland
Ordinary
100%







17.


Stocks

Group
Group
2024
As restated 2023
£
£

Raw materials
63,219
62,694

63,219
62,694


Page 25

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

18.


Debtors

Group
Group
Company
Company
2024
As restated 2023
2024
2023
£
£
£
£

Due after more than one year

Other debtors
532,543
615,325
-
-

532,543
615,325
-
-

Due within one year

Trade debtors
8,466
750,086
-
-

Other debtors
833,320
373,156
-
40

Prepayments and accrued income
268,126
61,971
-
-

Amounts recoverable on long-term contracts
3,146,065
1,720,521
-
-

4,788,520
3,521,059
-
40



19.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
3,700,830
1,656,610
108
159,844

3,700,830
1,656,610
108
159,844



20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
60,000
60,000
-
-

Trade creditors
4,213,139
2,963,080
-
-

Amounts owed to group companies
-
-
275,731
224,960

Other taxation and social security
743,194
288,627
-
-

Obligations under finance lease and hire purchase contracts
61,287
33,491
-
-

Other creditors
58,006
90,701
45,000
78,328

Accruals and deferred income
106,356
104,573
9,000
6,467

5,241,982
3,540,472
329,731
309,755


Net obligations under hire purchase creditors are secured by the relevant assets.

Page 26

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

21.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
80,000
140,000

Net obligations under finance leases and hire purchase contracts
147,433
91,119

227,433
231,119


Net obligations under hire purchase creditors are secured by the relevant assets.




22.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
60,000
60,000


60,000
60,000


Amounts falling due 2-5 years

Bank loans
80,000
140,000


80,000
140,000


140,000
200,000



23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
61,287
33,491

Between 1-5 years
147,433
91,119

208,720
124,610

Page 27

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

24.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
3,700,830
1,656,610
108
159,844

Financial assets that are debt instruments
measured at amortised cost
4,520,394
3,459,048
-
-

8,221,224
5,115,658
108
159,844


Financial liabilities

Financial liabilities measured at amortised cost
4,726,221
3,476,497
329,731
315,661


Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors, and amounts recoverable on long-term contracts and retentions.


Financial liabilites measured at amortised cost comprise trade creditors, accruals, other creditors, amounts owed to group companies, obligations under finance leases and hire purchase contracts and bank loans.


25.


Deferred taxation


Group



2024


£






At beginning of year
(80,624)


Charged to profit or loss
(18,445)



At end of year
(99,069)

Group
Group
2024
2023
£
£

Accelerated capital allowances
(99,600)
(80,624)

Pension surplus
531
-

(99,069)
(80,624)

Page 28

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

26.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



36 (2023 - 40) Ordinary shares of £1.00 each
36
40

During the year the company purchased and cancelled 4 £1.00 ordinary shares for a total consideration of £166,676.



27.


Reserves

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve and represents paid up share capital.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses


28.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £168,870 (2023 - £169,035). Contributions totalling £2,126 (2023 - £nil) were payable to the fund at the reporting date.


29.


Commitments under operating leases

At 31 March 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
163,527
190,676

Later than 1 year and not later than 5 years
620,436
173,324

Later than 5 years
77,555
-

861,518
364,000

30.


Related party transactions

The company has taken advantage of the exemption within FRS 102 from disclosing transactions with other companies that are wholly owned by the group headed by BSB Structural Topco Limited.

Page 29

 
BSB STRUCTURAL TOPCO LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

31.


Prior year adjustment

The prior year figures have been restated to reflect a presentational adjustment for the amounts recoverable under long term contracts. There has been no adjustment to net profit nor the profit and loss reserve. 
The result of these adjustments have been as follows : a decrease in stock by £1,720,521; an increase in debtors due within one year by £1,296,785; an increase in debtors due after one year £423,736.

Page 30