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REGISTERED NUMBER: 13169135 (England and Wales)















GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

BARTOLINE (HOLDINGS) LIMITED

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 December 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 18


BARTOLINE (HOLDINGS) LIMITED

COMPANY INFORMATION
for the Year Ended 31 December 2023







DIRECTORS: P A Robbins
C Cormack
S A Dawson
G J Dee
A Milner
P Thomas





REGISTERED OFFICE: Bartoline
Barmston Close
Beverley
United Kingdom
East Yorkshire
HU17 0LW





REGISTERED NUMBER: 13169135 (England and Wales)





AUDITORS: Sowerby
Chartered Accountants and Statutory Auditors
Beckside Court
Annie Reed Road
Beverley
East Yorkshire
HU17 0LF

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

GROUP STRATEGIC REPORT
for the Year Ended 31 December 2023


The directors present their strategic report of the company and the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS
The principal activity of the group throughout the year has continued to be the manufacturer of pre-packed solvents, woodcare products, fillers, wallcovering adhesives and many other products associated with the home improvement industry.

The group adapted well to the challenging market conditions throughout 2023 despite challenges due to the cost of living crisis continuing to affect major customers.

An additional cash facility remained available throughout 2023 however, the initial provision in the winter months was repaid to investors during 2023.

Management have focused on the recovery of inflationary driven cost prices and margins to pre-pandemic levels. Raw material impacts have been mitigated by sourcing via multiple suppliers

Despite the macro-economic challenges the group continues to improve its position within key customers and new market segments. The directors consider the position of the group at the end of the year to be positive.

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



2023

2022

£ £

Gross profit 4,377,316 2,787,274

Loss on ordinary activities before taxation, interest and depreciation (129,560) (202,608 )



The director's believe that the key risks facing the group include:

o uncertainty of macro-economic events impacting supply;
o unpredictable supply availability and cost price impacts of raw materials remains a concern;
o uncertainty in household incomes due to the continued cost of living crisis; and
o market sector growth rate predictions remain flat.


In managing the business the directors have established controls to enable them to respond to and mitigate the impact of such risks.

ON BEHALF OF THE BOARD:





P A Robbins - Director


6 September 2024

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2023


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

FUTURE DEVELOPMENTS
The directors have identified and continue to implement the revised 3-year plan which will focus upon delivering organic growth within existing markets, whilst expanding and creating new opportunities within new segments and customers.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

P A Robbins
C Cormack
S A Dawson
A Milner

Other changes in directors holding office are as follows:

K A Chapman - resigned 31 January 2023
G J Dee - appointed 31 January 2023
P Thomas - appointed 1 April 2023

FINANCIAL INSTRUMENTS
The directors have reviewed the financial risk management objectives and policies of the group.

The group's principal financial instruments comprise trade debtors, trade creditors, bank loans and overdrafts, and hire purchase agreements. The main purpose of these instruments is to raise funds to finance the group's operations.

The group's approach to managing risks applicable to the financial instruments is shown below.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

In respect of bank loans and overdrafts, these loans are from financial institutions. The interest rate on the loans is variable, but the monthly repayments are fixed.

The group is a lessee in respect of finance leased assets. The monthly repayments on finance lease agreements are fixed and liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.


BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2023

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), 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 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.

ON BEHALF OF THE BOARD:





P A Robbins - Director


6 September 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BARTOLINE (HOLDINGS) LIMITED


Opinion
We have audited the financial statements of Bartoline (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other 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 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 2023 and of the group's loss 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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
BARTOLINE (HOLDINGS) LIMITED


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 four, 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BARTOLINE (HOLDINGS) LIMITED


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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

The primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

However, in identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

- the nature of the industry and sector, control environment and business performance;

- we also obtained an understanding of the legal and regulatory frameworks that the company operates in and determined that the most significant are those that relate to the reporting framework, FRS 102, the Companies Act 2006 and the relevant tax laws and regulations in the UK. In addition, we concluded that there are certain significant laws and regulations which may have an effect on the determination of the amounts and disclosures in the financial statements, relating in majority to general health and safety, quality control and employee matters;

- we reviewed results of our enquiries of management about their own identification and assessment of the risks of irregularities; and assessed how the entity identifies, evaluates and complies with laws and regulations and whether management were aware of any instances of non-compliance. We corroborated our enquiries through our review of board minutes and consideration of the results of our audit procedures across the company;

- we also considered how the entity detects and responds to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud, and;

- we considered the controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how management monitors those controls

- the internal controls established to mitigate risks of non-compliance with laws and regulations were also investigated.

- we also considered the existence of performance targets and their potential influence on management to manage earnings.

- where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk.
These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

We reviewed financial statement disclosures and performed testing to supporting documentation to assess compliance with applicable laws and regulations.

We also tested the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. There was a focus on manual journals and journals indicating large or unusual transactions; enquiries of company management; and challenging the assumptions and judgements made by management by reviewing third party evidence wherever possible.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BARTOLINE (HOLDINGS) LIMITED


The results of our procedures did not identify any instances or irregularities, including 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 Report of the Auditors.

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.




Elizabeth Blanchard BA(Hons) BFP ACA PGCE (Senior Statutory Auditor)
for and on behalf of Sowerby
Chartered Accountants and Statutory Auditors
Beckside Court
Annie Reed Road
Beverley
East Yorkshire
HU17 0LF

6 September 2024

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

CONSOLIDATED INCOME STATEMENT
for the Year Ended 31 December 2023

2023 2022
Notes £    £    £    £   

TURNOVER 3 22,742,955 20,942,562

Cost of sales 18,365,639 18,155,288
GROSS PROFIT 4,377,316 2,787,274

Distribution costs 1,381,219 1,323,036
Administrative expenses 3,608,256 3,301,081
4,989,475 4,624,117
(612,159 ) (1,836,843 )

Other operating income 71,493 53,957
OPERATING LOSS 5 (540,666 ) (1,782,886 )

Profit/loss on sale of tang fa 6 - 1,431,649
(540,666 ) (351,237 )


Interest payable and similar expenses 7 628,014 458,197
LOSS BEFORE TAXATION (1,168,680 ) (809,434 )

Tax on loss 8 (131,829 ) (640,662 )
LOSS FOR THE FINANCIAL YEAR (1,036,851 ) (168,772 )
Loss attributable to:
Owners of the parent (1,036,851 ) (168,772 )

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
for the Year Ended 31 December 2023

2023 2022
Notes £    £   

LOSS FOR THE YEAR (1,036,851 ) (168,772 )


OTHER COMPREHENSIVE INCOME
Building sale revaluation recognition - 243,921
Release revaluation reserve - (196,601 )
Income tax relating to components of other
comprehensive income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

-

47,320
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(1,036,851

)

(121,452

)

Total comprehensive income attributable to:
Owners of the parent (1,036,851 ) (121,452 )

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

CONSOLIDATED BALANCE SHEET
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Negative goodwill 10 (618,318 ) (703,911 )
Tangible assets 11 3,272,023 3,275,219
Investments 12 - -
2,653,705 2,571,308

CURRENT ASSETS
Stocks 13 3,202,473 3,305,387
Debtors 14 4,702,417 4,743,531
Cash at bank and in hand 541,553 1,111,286
8,446,443 9,160,204
CREDITORS
Amounts falling due within one year 15 9,495,723 8,167,966
NET CURRENT (LIABILITIES)/ASSETS (1,049,280 ) 992,238
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,604,425

3,563,546

CREDITORS
Amounts falling due after more than one year 16 3,216,025 4,151,295
NET LIABILITIES (1,611,600 ) (587,749 )

CAPITAL AND RESERVES
Called up share capital 20 345 338
Share premium 21 84,455 71,462
Retained earnings 21 (1,696,400 ) (659,549 )
SHAREHOLDERS' FUNDS (1,611,600 ) (587,749 )

The financial statements were approved by the Board of Directors and authorised for issue on 6 September 2024 and were signed on its behalf by:





P A Robbins - Director


BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

COMPANY BALANCE SHEET
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Negative goodwill 10 - -
Tangible assets 11 - -
Investments 12 1 1
1 1

CURRENT ASSETS
Debtors 14 84,500 71,500
Cash in hand 299 299
84,799 71,799
NET CURRENT ASSETS 84,799 71,799
TOTAL ASSETS LESS CURRENT
LIABILITIES

84,800

71,800

CAPITAL AND RESERVES
Called up share capital 20 345 338
Share premium 21 84,455 71,462
SHAREHOLDERS' FUNDS 84,800 71,800

Company's profit for the financial year - -

The financial statements were approved by the Board of Directors and authorised for issue on 6 September 2024 and were signed on its behalf by:





P A Robbins - Director


BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 300 (538,097 ) - (537,797 )

Changes in equity
Issue of share capital 38 - 71,462 71,500
Total comprehensive income - (121,452 ) - (121,452 )
Balance at 31 December 2022 338 (659,549 ) 71,462 (587,749 )

Changes in equity
Issue of share capital 7 - 12,993 13,000
Total comprehensive income - (1,036,851 ) - (1,036,851 )
Balance at 31 December 2023 345 (1,696,400 ) 84,455 (1,611,600 )

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 300 - - 300

Changes in equity
Issue of share capital 38 - 71,462 71,500
Balance at 31 December 2022 338 - 71,462 71,800

Changes in equity
Issue of share capital 7 - 12,993 13,000
Balance at 31 December 2023 345 - 84,455 84,800

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 31 December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 143,080 (607,345 )
Interest paid (298,686 ) (450,148 )
Interest element of hire purchase payments paid (13,510 ) (8,049 )
Tax paid - (50,043 )
Net cash from operating activities (169,116 ) (1,115,585 )

Cash flows from investing activities
Purchase of tangible fixed assets (256,003 ) (241,717 )
Sale of tangible fixed assets - 5,232,892
Net cash from investing activities (256,003 ) 4,991,175

Cash flows from financing activities
New loans in year - 1,000,000
Loan repayments in year (875,000 ) (4,493,750 )
New Hire Purchase in the year - 144,219
Capital repayments in year (83,629 ) (82,728 )
Share issue 13,000 71,500
Invoice discounting movement 801,015 2,316,823
Net cash from financing activities (144,614 ) (1,043,936 )

(Decrease)/increase in cash and cash equivalents (569,733 ) 2,831,654
Cash and cash equivalents at beginning of
year

2

1,111,286

(1,720,368

)

Cash and cash equivalents at end of year 2 541,553 1,111,286

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 31 December 2023


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£    £   
Loss before taxation (1,168,680 ) (809,434 )
Depreciation charges 173,606 160,549
Profit on disposal of fixed assets - (1,444,169 )
Finance costs 628,014 458,197
(367,060 ) (1,634,857 )
Decrease/(increase) in stocks 102,914 (67,547 )
Decrease/(increase) in trade and other debtors 172,943 (2,741,902 )
Increase in trade and other creditors 234,283 3,836,961
Cash generated from operations 143,080 (607,345 )

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 2023
31/12/23 1/1/23
£    £   
Cash and cash equivalents 541,553 1,111,286
Year ended 31 December 2022
31/12/22 1/1/22
£    £   
Cash and cash equivalents 1,111,286 300
Bank overdrafts - (1,720,668 )
1,111,286 (1,720,368 )


BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 31 December 2023


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/23 Cash flow At 31/12/23
£    £    £   
Net cash
Cash at bank and in hand 1,111,286 (569,733 ) 541,553
1,111,286 (569,733 ) 541,553
Debt
Finance leases (234,498 ) 83,629 (150,869 )
(234,498 ) 83,629 (150,869 )
Total 876,788 (486,104 ) 390,684

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 31 December 2023


1. STATUTORY INFORMATION

Bartoline (Holdings) Limited is a private company limited by shares and incorporated and domiciled in England. It has its registered office and principal place of business at Bartoline, Barmston Close, Beverley, England, HU17 0LW

The principal activity of the company is that of a holding company.

The presentational currency of the financial statements is Pound Sterling (£)

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.

The directors believe that the development, performance, and business position is fairly reflected within the Group Strategic Report.

The directors have considered the present macro-economic environment including the impact of challenges within the oil and gas market and the continued cost of living crisis when preparing their assessment. The directors have considered the potential impact on more immediate market opportunities, supply chain impacts and customers. Despite a level of market uncertainty, the directors are confident and have concluded; that the business is sufficiently prepared to deliver a strong performance.

Part of the business's preparation has been to continue to invest in management talent and operational process. The directors have assessed possible changes in trading performance and have concluded that the business will be able to continue to meet its obligations and continues to prepare the financial statements on a going concern basis.

The group's financial forecasts, taking into consideration the current environment, show that the group is expected to continue generate cashflows that give the group the ability to continue to operate for the foreseeable future.

Future sales into 2025 are looking strong due to the full year impact of projects commenced in 2024 now being factored into 2025 figures. The directors have not relied on a material shift in the market place to ensure strong performance and are therefore confident on the validity of their forecasts.

Based on these facts and the current financial position, forecasts and cash flows of the group, the directors have concluded it is appropriate for the financial statements to be prepared on a going concern basis.

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


2. ACCOUNTING POLICIES - continued

Basis of consolidation
The group's financial statements consolidate the financial statements of Bartoline (Holdings) Limited and the following subsidiary undertakings:

Bartoline Investments Limited
Bartoline Limited
Modus Products Limited (dormant)

Subsidiaries acquired during the year are consolidated using the purchase method. The results are incorporated from the date that control passes. Where necessary adjustments are made to bring the accounting policies used into line with those used by other members of the group.

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

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 is the amount derived from ordinary activities, measured at the fair value of the consideration received or receivable. Turnover excludes value added tax and trade discounts.

Turnover from the sale of goods is recognised at the point of sale.

Turnover from services is recognised on completion of service, or when those services span the year end date, by reference to the stage of completion at the balance sheet date.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of ten years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property - 1% on cost excluding land
Plant and machinery - 10% on cost and 4% on cost
Motor vehicles - 20% on cost

Tangible fixed assets are held under the historical cost model. A prior revaluation was taken as deemed cost upon transition to Financial Reporting Standard 102.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately.

Stocks
Stocks are stated at the lower of cost, using the first in first out method, and selling price less costs to complete and sell. In respect of work in progress and finished goods, cost includes a relevant proportion of overheads according to the stage of manufacture / completion.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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.

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


2. ACCOUNTING POLICIES - continued

Foreign currencies
The financial statements are presented in Sterling, which is also the functional currency of the company. Transactions in currencies other than the functional currency of the company are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to the profit and loss. Non-monetary items that are measured at historic cost in a foreign currency are not translated.rating result.

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.

Sale and leaseback

When an asset is sold in a sale and leaseback arrangement that results in an operating lease and it is clear that the transaction has been carried out at fair value, any profit or loss is recognised immediately and the company disposes of substantially all the risks and rewards incidental to ownership of the asset in the sale transaction. Where the sale price is above fair value, the excess is deferred and amortised over the period for which the asset is expected to be used. Conversely, if the sale price is below fair value, any profit or loss is immediately recognisedexceptthat if the loss is compensated by future rentals at a price below market value, it is deferred and amortised in proportion to the rental payments over the period for which the asset is expected to be used.

Pension costs and other post-retirement benefits
Short-term employee benefits are recognised as an expense in the period they are incurred.

The obligations for contributions to defined contribution scheme are recognised as an expense in the period they are incurred. The assets of the scheme are held separately from those of the company in an independent administered fund.

Significant judgements and estimates
In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

No key sources of estimation uncertainty are noted by management that have a significant effect on the amounts recognised in the financial statements.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


2. ACCOUNTING POLICIES - continued

Trade and other debtors
Trade and other debtors are initially recognised at the transaction price and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such case the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings or current liabilities.

Trade and other creditors

Trade and other creditors are initially recognised at the transaction price and are thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Impairment of financial assets

Financial assets, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that have occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Interest bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in the statement of comprehensive income over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

Related parties

For the purposes of these financial statements, a party is considered to be related to the company if:

(i) the party has the ability, directly or indirectly, through one or more intermediaries, to control the company or exercise significant influence over the company in making financial and operating policy decisions, or has joint control over the company;

(ii) the company and the party are subject to common control;

(iii) the party is an associate of the company or a joint venture in which the company is a venture

(iv) the party is a member of key management personnel of the company or the company's parent, or a close family member of such an individual, or is an entity under the control, joint control or significant influence of such individuals;

(v) the party is a close family member of a party referred to in (i) or is an entity under the control, joint control or significant influence of such individuals; or

(vi) the party is a post-employment benefit plan which is for the benefit of employees of the company or of any entity that is a related party of the company.

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


2. ACCOUNTING POLICIES - continued

(vii) the party, or any member of a group of which it is part, provides key management personnel services to the company or its parent.

Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom 20,382,458 19,200,189
Europe 1,243,340 1,034,548
Rest of the world 1,117,157 707,825
22,742,955 20,942,562

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 2,860,946 2,847,942
Social security costs 296,117 364,836
Other pension costs 136,984 139,389
3,294,047 3,352,167

The average number of employees during the year was as follows:
2023 2022

Production 48 56
Administration 60 40
108 96

2023 2022
£    £   
Directors' remuneration 398,673 271,635
Directors' pension contributions to money purchase schemes 17,563 37,795

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


4. EMPLOYEES AND DIRECTORS - continued

Information regarding the highest paid director is as follows:
2023 2022
£    £   
Emoluments etc 160,756 125,835
Pension contributions to money purchase schemes 4,635 32,095

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2023 2022
£    £   
Other operating leases 486,250 404,478
Depreciation - owned assets 210,125 199,421
Depreciation - assets on hire purchase contracts 49,074 46,721
Profit on disposal of fixed assets - (12,520 )
Goodwill amortisation (85,593 ) (85,593 )
Auditors' remuneration 33,681 29,500
Plant and machinery operating lease costs 99,177 88,002

6. EXCEPTIONAL ITEMS
2023 2022
£    £   
Profit/loss on sale of tang fa - 1,431,649

Exceptional items relate to the sale and leaseback of a building within the prior year. The asset was sold at fair value and resulted in an operating lease, rental charges are at market rate.

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank interest 298,686 175,066
Loan 315,818 275,082
Hire purchase 13,510 8,049
628,014 458,197

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


8. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2023 2022
£    £   
Deferred tax (131,829 ) (640,662 )
Tax on loss (131,829 ) (640,662 )

UK corporation tax has been charged at 25 % (2022 - 19 %).

Reconciliation of total tax 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:

2023 2022
£    £   
Loss before tax (1,168,680 ) (809,434 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2022 -
19 %)

(292,170

)

(153,792

)

Effects of:
Expenses not deductible for tax purposes 16,981 6,400
Income not taxable for tax purposes - (290,658 )
Capital allowances in excess of depreciation (11,966 ) (3,623 )
Utilisation of tax losses 287,155 322,450
Deferred tax (131,829 ) (640,662 )
Chargeable Gains - 119,223
Total tax credit (131,829 ) (640,662 )

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2023.

2022
Gross Tax Net
£    £    £   
Building sale revaluation recognition 243,921 - 243,921
Release revaluation reserve (196,601 ) - (196,601 )
47,320 - 47,320

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. In the year to 31 December 2023, deferred tax is charged at 25% (2022 - 25%).

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


9. INDIVIDUAL INCOME STATEMENT

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. NEGATIVE GOODWILL

Group
Goodwill
£   
COST
At 1 January 2023
and 31 December 2023 (855,930 )
AMORTISATION
At 1 January 2023 (152,019 )
Amortisation for year (85,593 )
At 31 December 2023 (237,612 )
NET BOOK VALUE
At 31 December 2023 (618,318 )
At 31 December 2022 (703,911 )

11. TANGIBLE FIXED ASSETS

Group
Freehold Plant and Motor Computer
property machinery vehicles equipment Totals
£    £    £    £    £   
COST
At 1 January 2023 994,626 3,901,988 315,755 419,075 5,631,444
Additions 56,248 115,116 - 84,639 256,003
At 31 December 2023 1,050,874 4,017,104 315,755 503,714 5,887,447
DEPRECIATION
At 1 January 2023 71,335 1,908,692 117,873 258,325 2,356,225
Charge for year 9,984 158,497 53,666 37,052 259,199
At 31 December 2023 81,319 2,067,189 171,539 295,377 2,615,424
NET BOOK VALUE
At 31 December 2023 969,555 1,949,915 144,216 208,337 3,272,023
At 31 December 2022 923,291 1,993,296 197,882 160,750 3,275,219

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


11. TANGIBLE FIXED ASSETS - continued

Group

Freehold land was valued on an open market basis in 2000 by R R Leonard & Son, Chartered Surveyors and is included in the above figures as deemed cost under FRS102 transitional relief.The land was disposed in the prior year.

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Plant and Motor
machinery vehicles Totals
£    £    £   
COST
At 1 January 2023
and 31 December 2023 278,169 189,740 467,909
DEPRECIATION
At 1 January 2023 29,652 50,491 80,143
Charge for year 11,127 37,947 49,074
At 31 December 2023 40,779 88,438 129,217
NET BOOK VALUE
At 31 December 2023 237,390 101,302 338,692
At 31 December 2022 248,517 139,249 387,766

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 1
NET BOOK VALUE
At 31 December 2023 1
At 31 December 2022 1

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


12. FIXED ASSET INVESTMENTS - continued

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

Subsidiaries

Bartoline Investments Limited
Registered office: Bartoline, Barmston Close, Beverley, England, HU17 0LW
Nature of business: Holding Company
%
Class of shares: holding
Ordinary 100.00

Bartoline Limited
Registered office: Barmston Close, Beverley, East Yorkshire, HU17 0LW
Nature of business: Manufacture of chemicals
%
Class of shares: holding
Ordinary 100.00

Bartoline Limited is wholly owned by Bartoline Investments Limited.


13. STOCKS

Group
2023 2022
£    £   
Raw materials 2,171,128 2,046,388
Finished goods 1,031,345 1,258,999
3,202,473 3,305,387

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade debtors 4,056,530 4,327,880 - -
Amounts owed by group undertakings - - 84,500 71,500
Tax 49,190 - - -
VAT - 29,636 - -
Deferred tax asset 108,262 25,623 - -
Prepayments and accrued income 488,435 360,392 - -
4,702,417 4,743,531 84,500 71,500

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

Deferred tax asset
Group Company
2023 2022 2023 2022
£    £    £    £   
Tax losses carried forward 492,763 408,648 - -
Accelerated capital allowances (384,501 ) (383,025 ) - -
108,262 25,623 - -

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2023 2022
£    £   
Hire purchase contracts (see note 17) 59,844 83,203
Trade creditors 5,271,628 5,135,054
Amounts owed to group undertakings 62,500 62,500
Tax 144 144
Social security and other taxes 187,242 294,830
VAT 31,876 -
Other creditors 117,867 137,719
Discounting creditor 3,117,838 2,316,823
Accruals and deferred income 646,784 137,693
9,495,723 8,167,966

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2023 2022
£    £   
Hire purchase contracts (see note 17) 91,025 151,295
Amounts owed to group undertakings 3,125,000 4,000,000
3,216,025 4,151,295

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
£    £   
Gross obligations repayable:
Within one year 66,045 91,735
Between one and five years 102,578 168,597
168,623 260,332

Finance charges repayable:
Within one year 6,201 8,532
Between one and five years 11,553 17,302
17,754 25,834

Net obligations repayable:
Within one year 59,844 83,203
Between one and five years 91,025 151,295
150,869 234,498

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 509,398 519,588
Between one and five years 2,042,048 2,017,057
In more than five years 3,334,965 3,856,505
5,886,411 6,393,150

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
£    £   
Hire purchase contracts 150,869 234,498
RBS Invoice Financing 3,117,838 -
3,268,707 234,498

Bank loans and overdrafts are secured by legal charges over freehold properties at Barmston Close, Beverley and also by a debenture against the company debts. Hire purchase creditors are secured on the assets to which the agreements relate. Amounts owed to RBS are secured on a fixed and floating charge over the assets of the Group. Intercompany loans are secured with a fixed and floating charge over the property held by the company.

19. DEFERRED TAX

Group
£   
Balance at 1 January 2023 (25,623 )
Provided during year (82,639 )
Acquired on acquisition
Balance at 31 December 2023 (108,262 )

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
30,000 Ordinary 1p 300 300

Allotted and issued:
Number: Class: Nominal 2023 2022
value: £    £   
1,724 B Ordinary Shares 1p 24 17
2,759 C Ordinary Shares 1p 21 21
45 38

The following shares were issued during the year:

690 B Ordinary shares of 1p for cash of £ 19

BARTOLINE (HOLDINGS) LIMITED (REGISTERED NUMBER: 13169135)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023


20. CALLED UP SHARE CAPITAL - continued

All ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

21. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 (659,549 ) 71,462 (588,087 )
Deficit for the year (1,036,851 ) (1,036,851 )
Cash share issue - 12,993 12,993
At 31 December 2023 (1,696,400 ) 84,455 (1,611,945 )

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 - 71,462 71,462
Profit for the year - -
Cash share issue - 12,993 12,993
At 31 December 2023 - 84,455 84,455


22. ULTIMATE PARENT COMPANY

Enact II (GM) LP is regarded by the directors as being the company's ultimate parent company.

The largest group of undertakings for which group accounts are drawn up and of which this company and group is a member is that of Enact II (GM) LP, a Limited Partnership registered at Ground Floor, 12 King Street, Leeds, LS1 2HL.

The group accounts can be obtained from Companies House and at the above addresses.

23. RELATED PARTY DISCLOSURES

During the year, a total of key management personnel compensation of £ 416,236 (2022 - £ 309,430 ) was paid.