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REGISTERED NUMBER: 12094925 (England and Wales)






















B.W. Industries (UK) Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31st January 2024






B.W. Industries (UK) Limited (Registered number: 12094925)






Contents of the Consolidated Financial Statements
for the year ended 31st January 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 6

Consolidated Statement of Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


B.W. Industries (UK) Limited

Company Information
for the year ended 31st January 2024







DIRECTORS: D R Smith
S P Smith





SECRETARY: D R Smith





REGISTERED OFFICE: Carnaby Industrial Estate
Lancaster Road
Carnaby, Bridlington
East Yorkshire
YO15 3QY





REGISTERED NUMBER: 12094925 (England and Wales)





AUDITORS: Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

B.W. Industries (UK) Limited (Registered number: 12094925)

Group Strategic Report
for the year ended 31st January 2024

The directors present their strategic report of the company and the group for the year ended 31st January 2024.

REVIEW OF BUSINESS
The group traded throughout the period in the supply of a comprehensive range of galvanised and fabricated steel components and accessories for the domestic, construction, manufacturing and agricultural sectors.

The directors are satisfied with the continued performance and progression of the business, despite the current economic conditions and the challenges that continues to bring. The company continues to maintain a high standard of products and services which is of vital importance to the Board.

Turnover and gross profit are regarded as key performance indicators which have improved over the last 3 years.

2024 2023 2022
£    £    £   
Turnover 41,567,219 46,264,482 39,020,176
Gross Profit 16,645,346 16,273,485 13,754,996

PRINCIPAL RISKS AND UNCERTAINTIES
The group's results are sensitive to changes in raw material prices which tend to fluctuate on a regular basis. Any increases in raw material prices have the ability to impact upon the company's profitability.

In addition, the group monitors its credit risk as a priority matter. This is especially important in the current economic environment and the group has systems in place to reduce that risk to an acceptable level.

SECTION 172(1) STATEMENT
The directors have considered the matters set out in section 172 (1) (a) to (f) when performing their duty to
promote the success of the company and the group. The directors continue to ensure that any business decisions consider the long-term impact on all key stakeholders. This includes when evaluating acquisition and growth opportunities. During the period there has been a strong focus on the continued integration of previous acquisitions to ensure that going forward the business can function in a single consistent manner. This integration promotes employee development and allows supplier and customer relationships to be elevated to a group level. Environmental issues continue to be a major focus of the business and are a key consideration as the Board compiles its strategy. The board encourages sharing of best practices between group companies to ensure the business operates at the highest possible standard and endeavours for all members to be treated fairly.

In addition, the directors consider the company's employees, suppliers and customers to be integral to its continued success. The directors have reported on engagement with employees, suppliers, customers and others within the Report of the Directors.

ON BEHALF OF THE BOARD:





D R Smith - Director


21st October 2024

B.W. Industries (UK) Limited (Registered number: 12094925)

Report of the Directors
for the year ended 31st January 2024

The directors present their report with the financial statements of the company and the group for the year ended 31st January 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of the supply of pressed and rolled metal sections to industry.

DIVIDENDS
The total distribution of dividends for the period ended 31st January 2024 will be £320,530 (2023: £7,218,030).

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

D R Smith
S P Smith

Other changes in directors holding office are as follows:

G Rounding - resigned 30th April 2023

DISABLED EMPLOYEES
The company and group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person. Where existing employees become disabled, it is the group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

EMPLOYEE INVOLVEMENT
During the year, the policy of providing employees with information about the group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the group's performance. Regular meetings are held with employees to allow a free flow of information and ideas.

ENGAGEMENT WITH EMPLOYEES
The directors ensure that all employees are kept up to date with key and relevant information which may concern them as employees. Employees are consulted as necessary when making material decisions which may affect them. Employees are encouraged to have an interest in the performance of the company and a general awareness of the group's performance.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
The directors continuously consider key stakeholder relationships and develops them through the senior management team. The group considers relationships with customers and suppliers on a global scale and maintains strong relationships at a company and group level. Organic and acquisitive group actions take into consideration these business relationships.

STREAMLINED ENERGY AND CARBON REPORTING
The company is required to report in accordance with The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.



UK Greenhouse gas emissions and energy use data for the period 1 February 2023 to 31 January 2024




Current Reporting
Year2023/24
Comparative
Reporting Year
2022/2023

Consumption Breakdown Usage in MWh Usage in MWh

B.W. Industries (UK) Limited (Registered number: 12094925)

Report of the Directors
for the year ended 31st January 2024

Gas (Scope 1) 1,003.43 938.48
Transport (Scope 1) 2,142.11 2,188.20
Electricity (Scope 2) 1,579.94 1,620.46
Total MWh 4,752.48 4,747.14




Consumption Breakdown

CO2e Emissions
(tonnes

)
CO2e Emissions
(tonnes

)
Gas (Scope 1) 246.87 231.59
Transport (Scope 1) 511.42 528.78
Electricity (Scope 2) Location 327.16 313.36
Electricity (Scope 2) Market - 238.87
Water (Scope 3) 0.60 0.59
Total CO2e Location Based 1,086.05 1,074.33
Total CO2e Market Based 758.89 999.83

Intensity ratio (tCO2e per '000
actual hours worked) Location
Based




3.60


3.78


Intensity ratio (tCO2e per '000
actual hours worked) Market
Based




2.52


3.51



Associated greenhouse gas emissions have been calculated using the GHG reporting protocol and have used the 2023 UK Governments Conversion Factors for Company Reporting.

Whilst assessing the current energy usage on machinery, heating etc. during the financial year, we appointed an independent specialist to carry out a feasibility study on a renewable energy generator. The aim was to determine which source would be best suited to the site and current working practices, and the level of impact it would have in reducing energy usage and emissions output from general operations. The findings of this report were submitted after the financial year end.

Following one of the recommendations, BW Industries have since appointed a contractor to commence installation of a 990kW solar panel system on the factory roof. BW Industries expect this system to generate approximately two-thirds of the electricity currently consumed - half of this will be used by the Company, and the other half will be exported to the national grid. However, this will not be realised in this financial year.

As planned, BW Industries have successfully increased the size of the electric/hybrid fleet even further, whilst acquiring the second fully electric forklift truck.

The group benefitted from 100% renewably sourced electricity for the full year, having started a new contract in November 2022, which significantly reduced the Market Based Intensity Ratio.

There is an overall goal to upgrade all of BW Industries' diesel-powered on-site plant to fully electric by the year 2030.


B.W. Industries (UK) Limited (Registered number: 12094925)

Report of the Directors
for the year ended 31st January 2024

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

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
- 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.

AUDITORS
The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





D R Smith - Director


21st October 2024

Report of the Independent Auditors to the Members of
B.W. Industries (UK) Limited

Opinion
We have audited the financial statements of B.W. Industries (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st January 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
_
In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31st January 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

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.

Report of the Independent Auditors to the Members of
B.W. Industries (UK) Limited


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 five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates were
indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

Report of the Independent Auditors to the Members of
B.W. Industries (UK) Limited


In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with relevant regulators and the company's legal advisors.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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.




Michael Stocks ACA (Senior Statutory Auditor)
for and on behalf of Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

21st October 2024

B.W. Industries (UK) Limited (Registered number: 12094925)

Consolidated Statement of Comprehensive Income
for the year ended 31st January 2024

2024 2023
Notes £    £   

TURNOVER 3 41,567,219 46,264,482

Cost of sales 24,921,873 29,990,997
GROSS PROFIT 16,645,346 16,273,485

Administrative expenses 4,846,365 4,363,225
11,798,981 11,910,260

Other operating income 118,876 2,503
OPERATING PROFIT 5 11,917,857 11,912,763

Interest receivable and similar income 199,826 30,243
12,117,683 11,943,006

Interest payable and similar expenses 6 1,145 39,181
PROFIT BEFORE TAXATION 12,116,538 11,903,825

Tax on profit 7 2,524,818 2,344,844
PROFIT FOR THE FINANCIAL YEAR 9,591,720 9,558,981

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

9,591,720

9,558,981

Profit attributable to:
Owners of the parent 9,591,720 9,558,981

Total comprehensive income attributable to:
Owners of the parent 9,591,720 9,558,981

B.W. Industries (UK) Limited (Registered number: 12094925)

Consolidated Balance Sheet
31st January 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 2,604,940 3,064,635
Tangible assets 11 3,340,103 3,100,344
Investments 12 - -
5,945,043 6,164,979

CURRENT ASSETS
Stocks 13 3,567,400 4,329,372
Debtors 14 7,288,767 9,334,203
Cash at bank and in hand 14,580,205 7,168,198
25,436,372 20,831,773
CREDITORS
Amounts falling due within one year 15 5,721,359 5,758,815
NET CURRENT ASSETS 19,715,013 15,072,958
TOTAL ASSETS LESS CURRENT
LIABILITIES

25,660,056

21,237,937

PROVISIONS FOR LIABILITIES 16 305,699 257,259
NET ASSETS 25,354,357 20,980,678

CAPITAL AND RESERVES
Called up share capital 17 421,448 437,500
Share premium 18 88,251 -
Capital redemption reserve 18 125,000 62,500
Retained earnings 18 24,719,658 20,480,678
SHAREHOLDERS' FUNDS 25,354,357 20,980,678

The financial statements were approved by the Board of Directors and authorised for issue on 21st October 2024 and were signed on its behalf by:





D R Smith - Director


B.W. Industries (UK) Limited (Registered number: 12094925)

Company Balance Sheet
31st January 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 11,276,928 11,276,928
11,276,928 11,276,928

CURRENT ASSETS
Debtors 14 30,243 7,030,243
Cash at bank 12,531,247 6,024,114
12,561,490 13,054,357
CREDITORS
Amounts falling due within one year 15 1,904,042 7,516,250
NET CURRENT ASSETS 10,657,448 5,538,107
TOTAL ASSETS LESS CURRENT
LIABILITIES

21,934,376

16,815,035

CAPITAL AND RESERVES
Called up share capital 17 421,448 437,500
Share premium 18 88,251 -
Capital redemption reserve 18 125,000 62,500
Retained earnings 18 21,299,677 16,315,035
SHAREHOLDERS' FUNDS 21,934,376 16,815,035

Company's profit for the financial year 10,337,382 9,513,334

The financial statements were approved by the Board of Directors and authorised for issue on 21st October 2024 and were signed on its behalf by:





D R Smith - Director


B.W. Industries (UK) Limited (Registered number: 12094925)

Consolidated Statement of Changes in Equity
for the year ended 31st January 2024

Called up Capital
share Retained Share redemption Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1st February 2022 500,000 14,725,338 - - 15,225,338

Changes in equity
Purchase of own shares (62,500 ) (3,585,611 ) - 62,500 (3,585,611 )
Dividends - (218,030 ) - - (218,030 )
Total comprehensive income - 9,558,981 - - 9,558,981
Balance at 31st January 2023 437,500 20,480,678 - 62,500 20,980,678

Changes in equity
Issue of share capital 46,448 - 88,251 - 134,699
Purchase of own shares (62,500 ) (5,032,210 ) - 62,500 (5,032,210 )
Dividends - (320,530 ) - - (320,530 )
Total comprehensive income - 9,591,720 - - 9,591,720
Balance at 31st January 2024 421,448 24,719,658 88,251 125,000 25,354,357

B.W. Industries (UK) Limited (Registered number: 12094925)

Company Statement of Changes in Equity
for the year ended 31st January 2024

Called up Capital
share Retained Share redemption Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1st February 2022 500,000 10,605,342 - - 11,105,342

Changes in equity
Purchase of own shares (62,500 ) (3,585,611 ) - 62,500 (3,585,611 )
Dividends - (218,030 ) - - (218,030 )
Total comprehensive income - 9,513,334 - - 9,513,334
Balance at 31st January 2023 437,500 16,315,035 - 62,500 16,815,035

Changes in equity
Issue of share capital 46,448 - 88,251 - 134,699
Purchase of own shares (62,500 ) (5,032,210 ) - 62,500 (5,032,210 )
Dividends - (320,530 ) - - (320,530 )
Total comprehensive income - 10,337,382 - - 10,337,382
Balance at 31st January 2024 421,448 21,299,677 88,251 125,000 21,934,376

B.W. Industries (UK) Limited (Registered number: 12094925)

Consolidated Cash Flow Statement
for the year ended 31st January 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 15,396,275 10,826,847
Interest paid (1,145 ) (37,390 )
Interest element of hire purchase or
finance lease rental payments paid

-

(1,791

)
Tax paid (2,224,831 ) (1,564,998 )
Net cash from operating activities 13,170,299 9,222,668

Cash flows from investing activities
Purchase of tangible fixed assets (741,697 ) (379,788 )
Sale of tangible fixed assets 1,620 49,138
Interest received 199,826 30,243
Net cash from investing activities (540,251 ) (300,407 )

Cash flows from financing activities
Loan repayments in year - (1,794,604 )
Finance lease repayments - (33,268 )
Share issue 134,699 -
Share buyback (5,032,210 ) (3,585,611 )
Equity dividends paid (320,530 ) (218,030 )
Net cash from financing activities (5,218,041 ) (5,631,513 )

Increase in cash and cash equivalents 7,412,007 3,290,748
Cash and cash equivalents at
beginning of year

2

7,168,198

3,877,450

Cash and cash equivalents at end of
year

2

14,580,205

7,168,198

B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Cash Flow Statement
for the year ended 31st January 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2024 2023
£    £   
Profit before taxation 12,116,538 11,903,825
Depreciation charges 959,720 927,389
Loss/(profit) on disposal of fixed assets 293 (22,481 )
Finance costs 1,145 39,181
Finance income (199,826 ) (30,243 )
12,877,870 12,817,671
Decrease/(increase) in stocks 761,972 (367,974 )
Decrease in trade and other debtors 2,045,436 358,349
Decrease in trade and other creditors (289,003 ) (1,981,199 )
Cash generated from operations 15,396,275 10,826,847

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 31st January 2024
31/1/24 1/2/23
£    £   
Cash and cash equivalents 14,580,205 7,168,198
Year ended 31st January 2023
31/1/23 1/2/22
£    £   
Cash and cash equivalents 7,168,198 3,877,450


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/2/23 Cash flow At 31/1/24
£    £    £   
Net cash
Cash at bank and in hand 7,168,198 7,412,007 14,580,205
7,168,198 7,412,007 14,580,205
Total 7,168,198 7,412,007 14,580,205

B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements
for the year ended 31st January 2024

1. STATUTORY INFORMATION

B.W. Industries (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 "The Financial Reporting Standard Applicable in the UK and Republic of Ireland" (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention.

The significant accounting policies applied in the preparation of these financial statements are set out below.

Basis of consolidation
The consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 31 January 2024. The acquisition method of accounting has been adopted. Under this method the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal.

Under Section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account.

Turnover
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Turnover from the sale of rolled and formed steel sections is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill
Goodwill arising on business combinations is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful life. The period chosen for writing off goodwill is 10 years and provisions are made for any impairment following annual reviews.

Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Freehold property2% on cost
Plant and machinery15% on cost
Motor vehicles15% - 20% on cost

Stocks and work in progress
Stock and work in progress are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.


B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st January 2024

2. ACCOUNTING POLICIES - continued
Taxation
Current tax represents the amount payable or receivable in respect of the taxable profit or loss for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. 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.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

Foreign currencies
Foreign currency transactions are initially recognised by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.
Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are translated using the closing rate.

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 or the lease term, whichever is the shorter.

The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future payment is treated as a liability.

Rentals payable and receivable under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.

Employee benefits
When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.

Loans and borrowings
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Debtors and creditors
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st January 2024

2. ACCOUNTING POLICIES - continued

Impairment
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

3. TURNOVER

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

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 36,576,693 42,364,375
Europe 4,990,526 3,900,107
41,567,219 46,264,482

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 6,135,352 5,484,647
Social security costs 625,361 575,817
Other pension costs 301,778 270,364
7,062,491 6,330,828

The average number of employees during the year was as follows:
2024 2023

Management 4 5
Administration 27 26
Engineering 114 107
145 138

The average number of employees by undertakings that were proportionately consolidated during the year was 145 (2023 - 138 ) .

2024 2023
£    £   
Directors' remuneration 31,706 42,939
Directors' pension contributions to money purchase schemes 180,000 159,698

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 4

B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st January 2024

5. OPERATING PROFIT

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

2024 2023
£    £   
Depreciation - owned assets 500,025 467,692
Loss/(profit) on disposal of fixed assets 293 (22,481 )
Goodwill amortisation 459,695 459,695
Auditors' Remuneration - Audit services 18,250 14,000
Auditors' Remuneration - Taxation services 2,100 2,000
Auditors' Remuneration - Advisory services 4,500 5,193
Auditors' Remuneration - Accounts services 2,100 2,000
Foreign exchange differences (2 ) (458 )

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank interest 1,145 8
Bank loan interest - 37,382
Hire purchase - 1,791
1,145 39,181

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 2,733,787 2,350,780
Under/(over) provision in
previous year (257,409 ) -
Total current tax 2,476,378 2,350,780

Deferred tax 48,440 (5,936 )
Tax on profit 2,524,818 2,344,844

B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st January 2024

7. TAXATION - continued

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

2024 2023
£    £   
Profit before tax 12,116,538 11,903,825
Profit multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 19 %)

3,029,135

2,261,727

Effects of:
Expenses not deductible for tax purposes 122,811 97,415
Adjustments to tax charge in respect of previous periods (257,409 ) -
Enhanced tax allowances (3,329 ) (12,873 )
Adjustment in respect of change in tax rate (110,337 ) (1,425 )
EMI scheme adjustment (256,053 ) -
Total tax charge 2,524,818 2,344,844

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
2024 2023
£    £   
A Ordinary shares of £1 each
Interim 302,080 101,180
B Ordinary shares of £1 each
Interim 18,450 116,850
320,530 218,030

B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st January 2024

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1st February 2023
and 31st January 2024 4,596,952
AMORTISATION
At 1st February 2023 1,532,317
Amortisation for year 459,695
At 31st January 2024 1,992,012
NET BOOK VALUE
At 31st January 2024 2,604,940
At 31st January 2023 3,064,635

11. TANGIBLE FIXED ASSETS

Group
Freehold Plant and Motor
property machinery vehicles Totals
£    £    £    £   
COST
At 1st February 2023 2,296,075 8,193,363 1,160,154 11,649,592
Additions - 504,042 237,655 741,697
Disposals - (1,127,236 ) - (1,127,236 )
At 31st January 2024 2,296,075 7,570,169 1,397,809 11,264,053
DEPRECIATION
At 1st February 2023 596,508 7,268,694 684,046 8,549,248
Charge for year 32,010 295,619 172,396 500,025
Eliminated on disposal - (1,125,323 ) - (1,125,323 )
At 31st January 2024 628,518 6,438,990 856,442 7,923,950
NET BOOK VALUE
At 31st January 2024 1,667,557 1,131,179 541,367 3,340,103
At 31st January 2023 1,699,567 924,669 476,108 3,100,344

Included in cost of land and buildings is freehold land of £695,575 (2023 - £695,575) which is not depreciated.

B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st January 2024

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1st February 2023
and 31st January 2024 11,276,928
NET BOOK VALUE
At 31st January 2024 11,276,928
At 31st January 2023 11,276,928

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

Subsidiaries

B W Industries (Group) Limited
Registered office: Lancaster Road, Carnaby, Bridlington, East Yorkshire, YO15 3QY
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00
Preference 100.00

B W Industries (Holdings) Limited
Registered office: Lancaster Road, Carnaby, Bridlington, East Yorkshire, YO15 3QY
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

B W Manufacturing Limited
Registered office: Lancaster Road, Carnaby, Bridlington, East Yorkshire, YO15 3QY
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

B W Industries Limited
Registered office: Lancaster Road, Carnaby, Bridlington, East Yorkshire, YO15 3QY
Nature of business: Supply of pressed and rolled metal sections
%
Class of shares: holding
Ordinary 100.00


B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st January 2024

13. STOCKS

Group
2024 2023
£    £   
Raw materials 2,655,660 2,696,530
Work-in-progress 911,740 1,632,842
3,567,400 4,329,372

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 7,026,288 8,832,619 - -
Amounts owed by group undertakings - - - 7,000,000
Other debtors 262,479 501,584 30,243 30,243
7,288,767 9,334,203 30,243 7,030,243

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade creditors 3,597,369 3,529,897 - -
Amounts owed to group undertakings - - 1,793,498 6,754,943
Tax 1,337,272 1,085,725 110,544 761,307
Social security and other taxes 536,751 834,100 - -
Other creditors 249,967 309,093 - -
5,721,359 5,758,815 1,904,042 7,516,250

16. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax 305,699 257,259

Group
Deferred
tax
£   
Balance at 1st February 2023 257,259
Charge to Statement of Comprehensive Income during year 48,440
Balance at 31st January 2024 305,699

The expected net reversal of deferred tax liabilities in the next financial year is £180,941. This is due to the reversal of accelerated capital allowances.

B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st January 2024

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
375,000 A Ordinary £1 375,000 375,000
NIL B Ordinary £1 - 62,500
46,448 C Ordinary £1 46,448 -
421,448 437,500

46,448 C Ordinary shares of £1 each were allotted as fully paid at a premium of £1.90 per share during the year.

On 28 May 2020, a total of 46,448 ordinary share options were granted to key employees of the group. The options were granted at an exercise price of £2.90, being the grant date market value, and became exercisable on the third anniversary of the date of grant subject to the option holder being under continued employment by the Group.

During the year, all of the ordinary shares under option were exercised. At 31 January 2024, there were no outstanding options.

During the year the company repurchased 62,500 of its B Ordinary share capital for an amount inclusive of costs of £5,032,210.

18. RESERVES

Group
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

At 1st February 2023 20,480,678 - 62,500 20,543,178
Profit for the year 9,591,720 - - 9,591,720
Dividends (320,530 ) - - (320,530 )
Issue of share capital - 88,251 - 88,251
Purchase of own shares (5,032,210 ) - 62,500 (4,969,710 )
At 31st January 2024 24,719,658 88,251 125,000 24,932,909

Company
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

At 1st February 2023 16,315,035 - 62,500 16,377,535
Profit for the year 10,337,382 - - 10,337,382
Dividends (320,530 ) - - (320,530 )
Issue of share capital - 88,251 - 88,251
Purchase of own shares (5,032,210 ) - 62,500 (4,969,710 )
At 31st January 2024 21,299,677 88,251 125,000 21,512,928

B.W. Industries (UK) Limited (Registered number: 12094925)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st January 2024

18. RESERVES - continued

Retained earnings represents cumulative profits and losses net of dividends and other adjustments.

Share premium represents the premium arising on the issue of shares net of issue costs.

The capital redemption reserve represents the company's repurchase of own shares.

19. PENSION COMMITMENTS

The company operates a defined contribution scheme for all employees. The charge to the profit and loss account for the year in respect of contributions payable to the schemes were £301,778 (2023 £270,364).There were outstanding contributions at 31st January 2024 of £28,356 (2023 £24,935).

20. 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.

During the year, a total of key management personnel compensation of £ 496,943 (2023 - £ 392,022 ) was paid.

21. ULTIMATE CONTROLLING PARTY

The group is not controlled by any one party.