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REGISTERED NUMBER: NI648488 (Northern Ireland)















BLS HOLDINGS LTD

Group Strategic Report, Directors' Report and

Audited Consolidated Financial Statements for the Year Ended 31 December 2023






BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)






Contents of the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2023




Page

Company Information 1

Group Strategic Report 2

Directors' Report 4

Independent Auditors' Report 6

Consolidated Income Statement 10

Consolidated Statement of Financial Position 11

Company Statement of Financial Position 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Statement of Cash Flows 15

Notes to the Consolidated Statement of Cash
Flows

16

Notes to the Consolidated Financial Statements 17


BLS HOLDINGS LTD

Company Information
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: Brendan Loughran
Dermot Loughran
Eunan Loughran
Enda Loughran
Eilis Donnelly



REGISTERED OFFICE: 134 Termon Road
Carrickmore
Omagh
Co. Tyrone
BT79 9JU



REGISTERED NUMBER: NI648488 (Northern Ireland)



INDEPENDENT AUDITORS: CavanaghKelly
Chartered Accountants and Statutory Auditors
36-38 Northland Row
Dungannon
Co. Tyrone
BT71 6AP



BANKERS: Allied Irish Bank
2-4 East Bridge Street
Enniskillen
Fermanagh
BT74 7BT



SOLICITORS: Logan & Corry
24 Dublin Road
Omagh
Co. Tyrone
BT78 1HE

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

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.

REVIEW OF BUSINESS
Despite a difficult economic and trading environment, BLS Holdings Group Ltd has delivered a strong trading performance for the year ended 31 December 2023 and the Group remains in sound financial position at the year end.

The directors consider that the key performance indicators are those that communicate the financial performance and strengths as a whole, being revenue, gross profit margin and operating profit.

Gross profit margin has decreased to 20.87% from 21.95% (2022). Operating profit has increased in the year to £923,034 from £920,380 (2022).

KEY PERFORMANCE INDICATORS
The group's key performance indicators are noted as follows:

Revenue
2023: £16,002,764
2022: £14,183,598

Gross profit
2023: £3,339,122
2022: £3,112,672

Operating profit
2023: £923,034
2022: £920,380

PRINCIPAL RISKS AND UNCERTAINTIES
The Group's operations expose them to a variety of financial risks that include price risk, foreign exchange, credit risk, liquidity risk and interest rate risk. The Group has in place a risk management
programme that seeks to limit the adverse effects on the financial performance of the Group by
monitoring levels of debt finance and the related finance costs. Given the size of the group, the
directors have not delegated the responsibility of monitoring financial risk management to a
sub-committee of the board. The policies set by the board of directors are implemented by the Group's
finance department.

Price Risk
The Group are exposed to commodity price risk as a result of its operations. However, given the size
of the Group's operations, the costs of managing exposure to commodity price risk exceed any
potential benefits. The directors will revisit the appropriateness of this policy should the Group's
operations change in size or nature.

Foreign Exchange Risk
While the greater part of the Group's revenues and expenses are denominated in sterling, the
Group are exposed to some foreign exchange risk in the normal course of business.

Credit Risk
The Group operate policies that require appropriate credit checks on potential customers before sales
are made. The amount of exposure to individual customers is subject to a limit, which is reassessed
regularly by the board.

Liquidity Risk
The Group actively maintain a mixture of long-term and short-term debt finance that is designed to
ensure that the Group have sufficient available funds for operations and planned expansions.

Interest Rate Risk
The Group have both interest bearing assets and interest bearing liabilities. Interest bearing assets
include cash balances, which earn interest at a variable rate. Interest bearing liabilities relate to bank
loans and obligations under hire purchase and finance lease agreements, which bear interest at market
rates.


BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Group Strategic Report
FOR THE YEAR ENDED 31 DECEMBER 2023

STRATEGY
The Group's success is dependent on the ongoing management of business risk and uncertainties it
faces. The directors continue to work closely with suppliers, customers, staff and financial institutions to
carefully manage the Group's operations. The Group continues to tender for work competitively and
has also established private sector development works.

FUTURE DEVELOPMENTS
The Group is committed to the long term creation of shareholder value by increasing the group
market share in the UK construction and manufacturing market. With this in mind, in the
coming year, the Group aims to maintain revenue, operating profits and the number of customers it
reaches. The Group will continue to develop relations with suppliers, customers, generate new
business where possible and increase retention levels while remaining highly competitive.

EMPLOYMENT POLICY
The Group is dependent on the skills and commitment of its employees in order to achieve its
objectives. Group staff at every level are encouraged to make their fullest possible contribution to the
Company success. The Group's selection, training, development and promotion policies ensure equal
opportunities for all employees, regardless of gender, martial status, race, age or disability. All decisions
are based on merit.

ON BEHALF OF THE BOARD:





Dermot Loughran - Director


23 September 2024

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Directors' Report
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report with the audited financial statements of the Group and the Company for the year ended 31 December 2023.

PRINCIPAL ACTIVITY
The principal activity of the Group in the year under review was that of building and civil engineering contractors. The principal activity of the company is that of a holding company.

DIVIDENDS
Interim dividends of £5,000 were paid during the year (2022: £100,000).

The directors do not recommend payment of a final dividend (2022: £Nil).

RESEARCH AND DEVELOPMENT
The Group is currently undertaking research and development projects covering new products and
process improvement.

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

Brendan Loughran
Dermot Loughran
Eunan Loughran
Enda Loughran
Eilis Donnelly

POLITICAL DONATIONS AND EXPENDITURE
The Group did not make any political donations during the year (2022: £Nil).

DISCLOSURE IN THE STRATEGIC REPORT
In accordance with Section 414C (11) of Companies Act 2006, the directors have elected to disclose
details of the business review, principal risks and uncertainties and future developments in the group's
Strategic Report which would otherwise be required to be disclosed in the Directors' Report.

DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Directors' Report
FOR THE YEAR ENDED 31 DECEMBER 2023


AUDITORS
The auditors, CavanaghKelly, have indicated their willingness to continue in office in accordance with the provision of Section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:





Dermot Loughran - Director


23 September 2024

Independent Auditors' Report to the Members of
BLS Holdings Ltd

Opinion
We have audited the financial statements of BLS Holdings Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 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 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 Directors' Report, but does not include the financial statements and our Auditors' Report 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.

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 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.

Independent Auditors' Report to the Members of
BLS Holdings Ltd


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 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 Directors' Responsibilities Statement 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.

Independent Auditors' Report to the Members of
BLS Holdings Ltd


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 financial statements.

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The objectives of our audit in respect of fraud are to assess the risk of material misstatement due to fraud, design and implement appropriate responses to those assessed risks and to respond appropriately to instances of fraud or suspected fraud identified during the course of our audit. However, the primary responsibility for the prevention and detection of fraud rests with management and those charged with governance of the company.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

- We obtained understanding of the legal and regulatory requirements applicable to the company’s financial statements and considered the most significant are the Companies Act 2006, Financial Reporting Standards (FRS102) and UK taxation legislation;
- We have assessed the risk of material misstatement of the financial statements, including risk of material misstatement due to fraud and how it might occur by holding discussions with management and those charged with governance;
- We enquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations;
- Understanding the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; and
- Discussions amongst the audit engagement team regarding how fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion we identified the following potential areas where fraud may occur: timing of revenue recognition and management override.

The audit response to risks identified included:

- Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the relevant laws and regulations above;
- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risk of material misstatement due to fraud;
- In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are reasonable and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are reasonable and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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.

Independent Auditors' Report to the Members of
BLS Holdings Ltd


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




Mr. Desmond Kelly (F.C.A) (Senior Statutory Auditor)
for and on behalf of CavanaghKelly
Chartered Accountants and Statutory Auditors
36-38 Northland Row
Dungannon
Co. Tyrone
BT71 6AP

23 September 2024

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Consolidated
Income Statement
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £ £

TURNOVER 4 16,002,764 14,183,598

Cost of sales (12,663,642 ) (11,070,926 )
GROSS PROFIT 3,339,122 3,112,672

Administrative expenses (2,480,824 ) (2,263,573 )
858,298 849,099

Other operating income 64,736 71,281
OPERATING PROFIT 6 923,034 920,380


Finance costs 7 (143,348 ) (214,076 )
PROFIT BEFORE TAXATION 779,686 706,304

Tax on profit 8 (208,607 ) 145,391
PROFIT FOR THE FINANCIAL YEAR 571,079 851,695

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

571,079

851,695

Profit attributable to:
Owners of the parent 571,079 851,695

Total comprehensive income attributable to:
Owners of the parent 571,079 851,695

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Consolidated Statement of Financial Position
31 DECEMBER 2023

2023 2022
Notes £ £
NON-CURRENT ASSETS
Intangible assets 11 - 27,167
Tangible assets 12 1,287,510 1,307,237
Investments 13 - -
1,287,510 1,334,404

CURRENT ASSETS
Stocks 14 2,045,363 1,713,154
Receivables: amounts falling due within
one year

15

3,890,244

3,657,735
Cash at bank and in hand 691,718 878,710
6,627,325 6,249,599
PAYABLES
Amounts falling due within one year 16 (3,039,799 ) (3,136,563 )
NET CURRENT ASSETS 3,587,526 3,113,036
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,875,036

4,447,440

PAYABLES
Amounts falling due after more than
one year

17

(711,202

)

(1,038,700

)

PROVISIONS FOR LIABILITIES 21 (278,163 ) (89,148 )
NET ASSETS 3,885,671 3,319,592

CAPITAL AND RESERVES
Called up share capital 22 300 300
Retained earnings 23 3,885,371 3,319,292
SHAREHOLDERS' FUNDS 3,885,671 3,319,592

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2024 and were signed on its behalf by:




Dermot Loughran - Director



Eunan Loughran - Director


BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Company Statement of Financial Position
31 DECEMBER 2023

2023 2022
Notes £ £
NON-CURRENT ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 300 300
300 300

CURRENT ASSETS
Receivables: amounts falling due within
one year

15

342,579

160,216
Cash at bank 549,633 533,394
892,212 693,610
PAYABLES
Amounts falling due within one year 16 (452,649 ) (659,023 )
NET CURRENT ASSETS 439,563 34,587
TOTAL ASSETS LESS CURRENT
LIABILITIES

439,863

34,887

CAPITAL AND RESERVES
Called up share capital 22 300 300
Retained earnings 439,563 34,587
SHAREHOLDERS' FUNDS 439,863 34,887

Company's profit for the financial year 409,976 99,016

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2024 and were signed on its behalf by:




Dermot Loughran - Director



Eunan Loughran - Director


BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 January 2022 300 2,567,597 2,567,897

Changes in equity
Dividends - (100,000 ) (100,000 )
Total comprehensive income - 851,695 851,695
Balance at 31 December 2022 300 3,319,292 3,319,592

Changes in equity
Dividends - (5,000 ) (5,000 )
Total comprehensive income - 571,079 571,079
Balance at 31 December 2023 300 3,885,371 3,885,671

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Company Statement of Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 January 2022 300 35,571 35,871

Changes in equity
Dividends - (100,000 ) (100,000 )
Total comprehensive income - 99,016 99,016
Balance at 31 December 2022 300 34,587 34,887

Changes in equity
Dividends - (5,000 ) (5,000 )
Total comprehensive income - 409,976 409,976
Balance at 31 December 2023 300 439,563 439,863

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 1,157,814 1,165,744
Interest paid (115,866 ) (195,035 )
Interest element of hire purchase
payments paid

(27,482

)

(19,041

)
Amortisation on goodwill - 27,169
Tax paid (2,596 ) 37,708
Net cash from operating activities 1,011,870 1,016,545

Cash flows from investing activities
Purchase of tangible fixed assets (129,727 ) (178,378 )
Sale of tangible fixed assets 18,677 20,684
Net cash from investing activities (111,050 ) (157,694 )

Cash flows from financing activities
New loans in year - 797,101
Loan repayments in year (613,301 ) (933,612 )
HP Capital repayments in year (206,564 ) (178,627 )
Amount introduced by directors - 361,132
Amount withdrawn by directors (227,427 ) (528,529 )
Equity dividends paid (5,000 ) (100,000 )
Net cash from financing activities (1,052,292 ) (582,535 )

(Decrease)/increase in cash and cash equivalents (151,472 ) 276,316
Cash and cash equivalents at
beginning of year

2

501,638

225,322

Cash and cash equivalents at end
of year

2

350,166

501,638

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 DECEMBER 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS
2023 2022
£ £
Profit before taxation 779,686 706,304
Depreciation charges 338,422 325,356
Profit on disposal of fixed assets (6,208 ) (483 )
Movement in other provisions 26,508 -
Finance costs 143,348 214,076
1,281,756 1,245,253
(Increase)/decrease in stocks (332,209 ) 114,522
Increase in trade and other debtors (119,380 ) (305,316 )
Increase in trade and other creditors 327,647 111,285
Cash generated from operations 1,157,814 1,165,744

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2023
31/12/23 1/1/23
£ £
Cash and cash equivalents 691,718 878,710
Bank overdrafts (341,552 ) (377,072 )
350,166 501,638
Year ended 31 December 2022
31/12/22 1/1/22
£ £
Cash and cash equivalents 878,710 963,419
Bank overdrafts (377,072 ) (738,097 )
501,638 225,322


3. ANALYSIS OF CHANGES IN NET DEBT

At 1/1/23 Cash flow At 31/12/23
£ £ £
Net cash
Cash at bank and in hand 878,710 (186,992 ) 691,718
Bank overdrafts (377,072 ) 35,520 (341,552 )
501,638 (151,472 ) 350,166
Debt
Finance leases (579,376 ) 32,294 (547,082 )
Debts falling due within 1 year (558,839 ) 361,640 (197,199 )
Debts falling due after 1 year (618,760 ) 251,661 (367,099 )
(1,756,975 ) 645,595 (1,111,380 )
Total (1,255,337 ) 494,123 (761,214 )

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2023

1. STATUTORY INFORMATION

BLS Holdings Ltd is a private company, limited by shares, registered in Northern Ireland. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is GBP sterling (£).

2. STATEMENT OF COMPLIANCE

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.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared on a going concern basis under the historical cost convention. The accounting policies outlined below have been applied consistently throughout the year as presented:

Basis of consolidation
The consolidated financial statements include the financial statements of the holding company and
all its subsidiary Companies made up to 31 December 2023.

Intercompany transactions, balances, income and expenses on transactions between Group
companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements in accordance with generally accepted accounting
principles requires management to make estimates, judgements and assumptions that affect the
reported amounts of assets and liabilities, income and expenditure in the reporting period. Actual
results could differ from those estimates. Therefore, management believe the critical accounting
policies where estimates, judgements and assumptions are necessarily applied are summarised
below:

Work in Progress:
Work in Progress is valued on the basis of direct costs plus attributable overheads based on normal activity. Provisions are made for any foreseeable losses where appropriate. Management review the status of contracts on a regular basis in order to identify those contracts deemed to be loss making. No element of profit is included in the valuation of Work in Progress.

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

3. ACCOUNTING POLICIES - continued

Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Sale of goods:
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
- the significant risks and rewards of ownership have been transferred to the buyer;
- the Group retains no continuing involvement or control over the goods;
- the amount of revenue can be measured reliably;
- it is probable that future economic benefits will flow through the Group;
- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services and contracting
Revenue 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 revenue can be measured reliably;
- it is probable that the Group will receive 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.

Goodwill
Purchased goodwill rising on the acquisition of a business represents the excess of the acquisition cost over the fair value of the idenitifiable net assets including other intangible fixed assets when they were acquired. Purchased goodwill is capitalised in the Statement of Financial Position and amortised on a straight line basis over its useful economic life of 20 years, which is estimated to be the period during which the benefits are expected to arise. On disposal of a business any goodwill not yet amortised is included in determining the profit or loss on sale of the business.

Goodwill is reviewed for impairment at the end of the first full financial year following acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.

Property, plant and equipment
Property, plant and equipment are stated at cost, less accumulated depreciation. The charge to depreciation is calculated to write off the original cost of property, plant and equipment, less their estimated residual value, over their expected useful lives as follows;

Plant and machinery12.5% straight line
Fixtures & Fittings25% straight line
Motor Vehicles12.5% straight line

The carrying values of property, plant and equipment are reviewed annually for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable.

Inventories
Stocks are valued at the lower of cost and net realisable value. Cost comprises expenditure incurred in the normal course of business in bringing stocks to their present location and condition. Full provision is made for obsolete and slow moving items. Net realisable value comprises actual or estimated selling price (net of trade discounts) less all further costs to completion or to be incurred in marketing and selling.


BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

3. ACCOUNTING POLICIES - continued
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 tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Property, plant and equipment held under leasing and hire purchase arrangements which transfer
substantially all risks and rewards of ownership to the Group are capitalised and included in the
Statement of Financial Position at their cost or valuation, less depreciation. The corresponding
commitments are recorded as liabilities. Payments in respect of these obligations are treated as
consisting of capital and interest elements, with interest charged to the Income Statement. Rentals
payable under operating leases are dealt with in the Income Statement as incurred over the period
of the rental agreement.

Pension costs and other post-retirement benefits
The Group operates a defined contribution pension scheme. Contributions payable to the Group's
pension scheme are charged to profit or loss in the period to which they relate.

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

3. ACCOUNTING POLICIES - continued

Financial instruments
The Company and Group have chosen to adopt Sections 11 and 12 of FRS 102 in respect of
financial instruments.

(i) Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances and amounts
owed by Group companies are initially recognised at transaction price, unless the arrangement
constitutes a financing transaction, where the transaction is measured at the present value of the
future receipts discounted at a market rate of interest. Such assets are subsequently carried at
amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for
objective evidence of impairment. If an asset is impaired the impairment loss is the difference
between the carrying amount and the present value of the estimated cash flows discounted at the
asset's original effective interest rate. The impairment loss is recognised in the income statement.

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

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset
expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset
are transferred to another party or (c) despite having retained some significant risks and rewards
of ownership, control of the asset has been transferred to another party who has the practical
ability to unilaterally sell the asset to an unrelated third party without imposing additional
restrictions.

(ii) Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans and overdrafts and hire
purchase contracts are initially recognised at transaction price, unless the arrangement constitutes
a financing transaction, where the debt instrument is measured at the present value of the future
receipts discounted at a market rate of interest. Debt instruments are subsequently carried at
amortised cost, using the effective interest rate method. Fees paid on the establishment of loan
facilities are recognised as transaction costs of the loan to the extent that it is probable that some
or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down
occurs. To the extent there is no evidence that it is probable that some or all of the facility will be
drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the
period of the facility to which it relates.

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual
obligation is discharged, cancelled or expires.

(iii) Offsetting

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

Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as deductions, net of tax, from the proceeds.

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

3. ACCOUNTING POLICIES - continued

Finance costs
Finance costs are charged to the Income Statement over the term of the debt.

4. TURNOVER

An analysis of revenue by class of business and geographical market is not given as, in the opinion of the directors, this would be seriously prejudicial to the Group's interest.

5. EMPLOYEES AND DIRECTORS

Staff costs, including directors' remuneration, were as follows:
2023 2022
£ £
Wages and salaries 1,930,538 1,671,619
Social security costs 168,180 144,255
Other pension costs 49,878 77,172
2,148,596 1,893,046

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

2023 2022

Direct 45 46
Administrative 26 27
71 73

2023 2022
£    £   
Emoluments etc 229,815 86,799
Pension contributions 6,000 6,000

6. OPERATING PROFIT

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

2023 2022
£ £
Hire of plant and machinery 127,334 10,610
Operating leases 73,300 77,000
Depreciation 311,255 25,356
(Profit)/loss on disposal of fixed assets (6,208 ) (483 )
Goodwill amortisation 27,167 27,169
Auditors' remuneration 22,595 22,595
Tax compliance services 2,740 2,740
Foreign exchange differences 7,921 (25,890 )

7. FINANCE COSTS
2023 2022
£ £
Bank interest 111,607 195,035
Bank loan interest 4,259 -
Hire purchase interest 27,482 19,041
143,348 214,076

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

8. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
2023 2022
£ £
Current tax:
UK corporation tax 46,100 1,769
Prior year adjustment - (54,786 )
Total current tax 46,100 (53,017 )

Deferred tax 162,507 (92,374 )
Tax on profit 208,607 (145,391 )

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£ £
Profit before tax 779,686 706,304
Profit multiplied by the standard rate of corporation tax in the UK
of 23.520 % (2022 - 19 %)

183,382

134,198

Effects of:
Expenses not deductible for tax purposes 49 285
Income not taxable for tax purposes - (8,740 )
Capital allowances in excess of depreciation - (9,229 )
Adjustments to tax charge in respect of previous periods 11,500 (54,786 )
Deferred tax charge - (92,374 )
Consolidation Adjustments/Losses carried forward - (51,775 )
Research & Development - (62,970 )
Marginal relief (253 ) -
Impact of rate change 8,938 -
Impact of super deduction (1,399 ) -
Non-relevant amortisation 6,390 -
Total tax charge/(credit) 208,607 (145,391 )

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. DIVIDENDS
2023 2022
£ £
Ordinary Share Capital shares of 1 each
Interim 5,000 100,000

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£
COST
At 1 January 2023
and 31 December 2023 696,914
AMORTISATION
At 1 January 2023 669,747
Amortisation for year 27,167
At 31 December 2023 696,914
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 27,167

12. PROPERTY, PLANT AND EQUIPMENT

Group
Fixtures
Plant and and Motor
machinery fittings vehicles Totals
£ £ £ £
COST
At 1 January 2023 3,125,643 41,823 207,622 3,375,088
Additions 272,594 - 31,403 303,997
Disposals (198,794 ) - (37,000 ) (235,794 )
At 31 December 2023 3,199,443 41,823 202,025 3,443,291
DEPRECIATION
At 1 January 2023 1,939,558 39,514 88,779 2,067,851
Charge for year 292,139 983 18,133 311,255
Eliminated on disposal (186,325 ) - (37,000 ) (223,325 )
At 31 December 2023 2,045,372 40,497 69,912 2,155,781
NET BOOK VALUE
At 31 December 2023 1,154,071 1,326 132,113 1,287,510
At 31 December 2022 1,186,085 2,309 118,843 1,307,237

The company had no property, plant or equipment at 31 December 2023 (2022: None).

Included above are assets held under finance leases or hire purchase contracts as follows:

2023 2023 2022 2022

Carrying
Amount
Depreciation
Charge
Carrying
Amount
Depreciation
Charge
£    £    £    £   
Plant and machinery 636,089 124,154 613,625 165,058
Motor vehicles 113,416 14,757 67,024 8,002

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

13. FIXED ASSET INVESTMENTS

The Group or the Company's investments at the Statement of Financial Position date in the share capital of the companies include the following:

Subsidiaries

Brendan Loughran & Sons Ltd
Registered Office: 134 Termon Road, Carrickmore, Co. Tyrone, BT79 9HW
Nature of Business: Building and Civil Engineering Contractors


Class of Shares:
Ordinary 100%

Omagh Aluminium Systems Ltd
Registered Office: Unit 1, Gortrush Industrial Estate, Omagh, Co. Tyrone, BT78 5EJ
Nature of Business: Manufacturer of Doors and Windows of Metal


Class of Shares:
Ordinary 100%

Prospect Investments Limited
Registered Office: 134 Termon Road, Carrickmore, Co. Tyrone, BT79 9HW
Nature of Business: Property investments and rental


Class of Shares:
Ordinary 100%

14. STOCKS

Group
2023 2022
£ £
Raw materials 357,429 239,228
Work-in-progress 937,934 723,926
Finished goods 750,000 750,000
2,045,363 1,713,154

The Company had no stocks held at 31 December 2023 (2022: None).

15. RECEIVABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Trade receivables 3,118,200 3,254,663 - -
Other receivables 196,829 37,264 - -
Amounts owed by group undertakings - - 229,450 158,411
Amounts owed by related parties 73,356 78,156 - -
Directors' current accounts 113,129 - 113,129 -
VAT 197,588 200,326 - -
Deferred tax asset - - - 1,805
Prepayments and accrued income 191,142 87,326 - -
3,890,244 3,657,735 342,579 160,216

The amounts owed by group undertakings and related parties are unsecured, interest free and repayable on demand.

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

16. PAYABLES: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Bank loans and overdrafts (see note 18)
538,751

935,911

-

-
Hire purchase contracts (see note 19) 202,979 159,436 - -
Trade payables 1,878,667 1,758,878 - -
Amounts owed to group undertakings - - 451,579 544,725
Tax 51,029 2,610 1,070 -
Social security and other taxes 82,211 72,154 - -
Other payables 12,468 7,197 - -
Directors' current accounts - 114,298 - 114,298
Accruals and deferred income 273,694 86,079 - -
3,039,799 3,136,563 452,649 659,023

The amounts owed to group undertakings are unsecured, interest free and repayable on demand.

17. PAYABLES: AMOUNTS FALLING DUE AFTER ONE YEAR

Group
2023 2022
£ £
Bank loans (see note 18) 367,099 618,760
Hire purchase contracts (see note 19) 344,103 419,940
711,202 1,038,700

The Company held no amounts falling due after one year at year end (2022: £NIL).

18. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
£ £
Amounts falling due within one year or on demand:
Bank overdrafts 341,552 377,072
Bank loans 197,199 558,839
538,751 935,911
Amounts falling due between one and two years:
Bank loans - 1-2 years 136,215 181,532
Amounts falling due between two and five years:
Bank loans - 2-5 years 196,754 437,228
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more 5 yr by instal 34,130 -

The Group bank loans are secured under a fixed and floating charge on the assets of the Group and an all monies charge over 101-109 high street, Bangor, Northern Ireland.

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
£ £
Net obligations repayable:
Within one year 202,979 159,436
Between one and five years 344,103 419,940
547,082 579,376

Hire purchase liabilities are secured on the assets to which they relate.

20. FINANCIAL INSTRUMENTS

2023 2022
£ £
Financial assets that are debt instruments measured at
amortised cost

Trade receivables 3,118,200 3,254,663
Amounts owed by related parties 73,356 78,156
Directors' Current Account 113,129 -
3,304,685 3,332,819
Financial liabilities measured at amortised cost
Bank loans and overdrafts 905,850 1,554,671
Trade Payables 1,878,667 1,758,878
Other Payables 12,468 7,197
Accruals 273,694 86,079
Directors' Current Account - 114,298
Hire purchase 547,082 579,376
3,617,761 4,100,499

21. PROVISIONS FOR LIABILITIES

Group
2023 2022
£ £
Deferred tax 251,655 89,148

Other provisions 26,508 -

Aggregate amounts 278,163 89,148

Group
Deferred Other
tax provisions
£ £
Balance at 1 January 2023 89,148 -
Provided during year 162,507 26,508
Balance at 31 December 2023 251,655 26,508

BLS HOLDINGS LTD (REGISTERED NUMBER: NI648488)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

21. PROVISIONS FOR LIABILITIES - continued

Company
Deferred tax
£
Balance at 1 January 2023 (1,805 )
Charge to Income Statement during year 1,805
Balance at 31 December 2023 -

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
300 Ordinary Share Capital 1 300 300

23. RESERVES

Group
Retained
earnings
£

At 1 January 2023 3,319,292
Profit for the year 571,079
Dividends (5,000 )
At 31 December 2023 3,885,371


24. ULTIMATE PARENT COMPANY

BLS Holdings Ltd is regarded by the directors as being the Company's immediate and ultimate
parent company. The shareholders of BLS Holdings Ltd are considered to be the ultimate
controlling party.

25. RELATED PARTY DISCLOSURES

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.

The Group has identified the following transactions, which must be disclosed under the terms of FRS 102 'Related Party Disclosures':

The balance outstanding at year owing from the directors to the Group, to which there was common directorship, was £113,129 (as disclosed in note 15). At 31 December 2022, the amounts owing from the Group to the directors was £114,298. The amounts advanced to directors are interest free and repayable no later than nine months after the year end. The amounts owed by related parties relates to BLS Partnership £73,356 (2022: £78,156).