IRIS Accounts Productionv24.2.0.38309090506Board of Directors31.12.231.1.2331.12.2331.12.23Medium entitiesThese accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime.a holding company.truetruefalsetruetruefalsefalsefalsetruefalse iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh090905062022-12-31090905062023-12-31090905062023-01-012023-12-31090905062021-12-31090905062022-01-012022-12-31090905062022-12-3109090506ns15:EnglandWales2023-01-012023-12-3109090506ns14:USDollar2023-01-012023-12-3109090506ns10:Director12023-01-012023-12-3109090506ns10:Consolidated2023-12-3109090506ns10:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3109090506ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3109090506ns10:Consolidatedns10:MediumEntities2023-01-012023-12-3109090506ns10:Consolidatedns10:Audited2023-01-012023-12-3109090506ns10:SmallCompaniesRegimeForDirectorsReport2023-01-012023-12-3109090506ns10:SmallCompaniesRegimeForAccounts2023-01-012023-12-3109090506ns10:Consolidated2023-01-012023-12-3109090506ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3109090506ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3109090506ns10:FullAccounts2023-01-012023-12-310909050612023-01-012023-12-3109090506ns10:Director32023-01-012023-12-3109090506ns10:Director42023-01-012023-12-3109090506ns10:Director62023-01-012023-12-3109090506ns10:RegisteredOffice2023-01-012023-12-3109090506ns10:Director52023-01-012023-12-3109090506ns10:Director22023-01-012023-12-3109090506ns10:Consolidated2022-01-012022-12-3109090506ns5:CurrentFinancialInstruments2023-12-3109090506ns5:CurrentFinancialInstruments2022-12-3109090506ns5:ShareCapital2023-12-3109090506ns5:ShareCapital2022-12-3109090506ns5:SharePremium2023-12-3109090506ns5:SharePremium2022-12-3109090506ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3109090506ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-3109090506ns5:FurtherSpecificReserve2ComponentTotalEquity2023-12-3109090506ns5:FurtherSpecificReserve2ComponentTotalEquity2022-12-3109090506ns5:RetainedEarningsAccumulatedLosses2023-12-3109090506ns5:RetainedEarningsAccumulatedLosses2022-12-3109090506ns5:ShareCapital2021-12-3109090506ns5:RetainedEarningsAccumulatedLosses2021-12-3109090506ns5:SharePremium2021-12-3109090506ns5:RetainedEarningsAccumulatedLosses2022-01-012022-12-3109090506ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3109090506ns5:ShareCapital2023-01-012023-12-3109090506ns5:SharePremium2023-01-012023-12-3109090506ns5:FurtherSpecificReserve1ComponentTotalEquity2021-12-3109090506ns5:FurtherSpecificReserve2ComponentTotalEquity2021-12-3109090506ns5:FurtherSpecificReserve1ComponentTotalEquity2022-01-012022-12-3109090506ns5:FurtherSpecificReserve2ComponentTotalEquity2022-01-012022-12-3109090506ns5:FurtherSpecificReserve1ComponentTotalEquity2023-01-012023-12-3109090506ns5:FurtherSpecificReserve2ComponentTotalEquity2023-01-012023-12-3109090506ns5:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3109090506ns5:CostValuation2022-12-3109090506ns5:WithinOneYearns5:CurrentFinancialInstruments2023-12-3109090506ns5:WithinOneYearns5:CurrentFinancialInstruments2022-12-3109090506ns5:AcceleratedTaxDepreciationDeferredTax2023-12-3109090506ns5:AcceleratedTaxDepreciationDeferredTax2022-12-31

REGISTERED NUMBER: 09090506 (England and Wales)
















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2023

FOR


BISN HOLDINGS LIMITED


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

for the Year Ended 31st December 2023











Page



Company Information  

1



Group Strategic Report  

2



Report of the Directors  

4



Report of the Independent Auditors  

6



Consolidated Profit and Loss Account  

10



Consolidated Balance Sheet  

11



Company Balance Sheet  

12



Consolidated Statement of Changes in Equity  

13



Company Statement of Changes in Equity  

14



Consolidated Cash Flow Statement  

15



Notes to the Consolidated Financial Statements

16




BISN HOLDINGS LIMITED


COMPANY INFORMATION

for the Year Ended 31st December 2023









DIRECTORS:

Mr P J Carragher


Mr D Gupta


Mr P D Deutch


Mr J L Hand







REGISTERED OFFICE:

713 Cavendish Avenue


Birchwood


Warrington


WA3 6DE







REGISTERED NUMBER:

09090506 (England and Wales)







AUDITORS:

Xeinadin Audit Limited


Statutory Auditors


100 Barbirolli Square


Manchester


M2 3BD


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


GROUP STRATEGIC REPORT

for the Year Ended 31st December 2023



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


PRINCIPAL ACTIVITIES

BiSN designs, develops, manufactures and markets a range of patented, down-hole sealing solutions for the global oil and gas industry.


REVIEW OF BUSINESS

2023 was another significant year in BiSN’s continuing development. Further substantial investment was made in the Group’s patented technologies, major new global customers were added to the customer base, and the Group’s global footprint was greatly increased. New subsidiary companies and fully operational facilities were established in Perth, Australia, and Macae, Brazil during the year to meet the growing demand for BiSN’s patented down-hole sealing technologies in these geographies. 2024 has so far seen the establishment of a subsidiary company and facility in Stavanger, Norway, a significant strengthening of the Group’s global senior management team, and BiSN’s successful entry into the CCS and Gas Storage markets.


FINANCIAL KEY PERFORMANCE INDICATORS

We use the following key performance indicators to measure and track performance:



2023


2022



$'000


$'000



Turnover


27,833


17,140


Gross Margin


66%


49%


EBITDA*


7,778


1,623


Net Assets


29,235


23,763


Net Cash


7,058


11,283



*EBITDA is calculated after adjusting for foreign exchange differences


PRINCIPAL RISKS AND UNCERTAINTIES

BiSN's operations expose it to a limited number of financial risks, primarily credit risk, liquidity risk and currency risk:


Credit Risk - Credit checks are undertaken on customers as appropriate and exposures monitored to ensure bad debts are minimised.


Liquidity Risk - BiSN regularly forecasts cash flow to ensure that sufficient funds are available for operational requirements.


Currency Risk - The group has operations in the US, UK, Brazil, Australia, Canada, and Norway, and trades globally. Oil and gas industry transactions are primarily denominated in US Dollars but not exclusively. The board monitors the level of foreign currency exposure arising from currency fluctuations and looks to mitigate any risk , where possible. The group does not have any forward foreign exchange contracts.


Non-financial risks are monitored on a regular basis by the Board. The principal risks and how they are mitigated are set out below:


HSE - BiSN has an active health and safety program covering all testing and manufacturing facilities as well as field operations. BiSN actively promotes a safety-first workplace for all employees and operates a stop work policy.


Loss of business due to a fall in demand or deterioration in economic climate - the Directors review prospects and sales forecasts on a regular basis.


Loss of suppliers - BiSN maintains strong relationships with its suppliers and actively manages its supplier base to ensure that supplies are always available to the group.



BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


GROUP STRATEGIC REPORT

for the Year Ended 31st December 2023


RESEARCH AND DEVELOPMENT

BiSN is a technology business and invests significant amounts each year to further the development of the products and solutions that it offers to its customers. BiSN also invests to patent the technology it develops.


POLICY ON PAYMENT TO SUPPLIERS

It is BiSN's policy to abide by the payment terms agreed with suppliers whenever it is satisfied that the supplier has provided the goods and services in accordance with agreed terms and conditions.


OUR PEOPLE

BiSN believes that its people are a real asset to the group and are key to long term success. We have continued to invest in the development of talent within the business. BiSN values the involvement of its employees and keeps them informed on issues affecting them as employees, and on the various factors affecting the group.


DISABLED EMPLOYEES

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitude of the applicant concerned. In the event of employees becoming disabled every effort is made to ensure that their employment with BiSN continues and that appropriate and relevant training is arranged. It is BiSN's policy that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.


ON BEHALF OF THE BOARD:






Mr P J Carragher - Director



23rd October 2024


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


REPORT OF THE DIRECTORS

for the Year Ended 31st December 2023



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


DIVIDENDS

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


DIRECTORS

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


Mr P J Carragher

Mr D Gupta

Mr P D Deutch

Mr J L Hand


Other changes in directors holding office are as follows:


Mr C Bown and Mrs A Assarat ceased to be directors after 31st December 2023 but prior to the date of this report.


QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The Company has agreed to indemnify its directors against third party claims which may be brought against them and has put in place a directors and officers insurance policy.


DISCLOSURE IN THE STRATEGIC REPORT

The Group has chosen, in accordance with Section 414 C(ii) of the Companies Act 2006, and as noted in this Directors' Report, to include certain matters in its Strategic Report that would otherwise be required to disclose in this Directors' Report, specifically in respect of the review of the business, disabled employees, research and development, future developments and key risks in the business.


STATEMENT OF DIRECTORS' RESPONSIBILITIES

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


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


-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

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


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


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he 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.


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


REPORT OF THE DIRECTORS

for the Year Ended 31st December 2023



AUDITORS

The auditor, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of

Companies Act 2006.


ON BEHALF OF THE BOARD:






Mr P J Carragher - Director



23rd October 2024


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

BISN HOLDINGS LIMITED



Opinion

We have audited the financial statements of BiSN Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2023 which comprise the Consolidated Profit and Loss Account, 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 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 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 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

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


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


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

BISN HOLDINGS LIMITED



Auditors' responsibilities for the audit of the financial statements

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


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


Identifying and assessing potential risks related to irregularities

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

-


The nature of the industry and sector, control environment and business performance including the company's

remuneration policies, key drivers for directors remuneration, bonus levels and performance targets;


-


Results of the enquiries of management about their own identification and assessment of the risks of


-


Any matters we have identified having obtained and reviewed the company's documentation of their policies and

procedures relating to:


-


identifying, evaluating and complying with laws and regulations and whether they were aware of any instances

of noncompliance;


-


detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or

alleged fraud;


-


the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;


-


the matters discussed among the audit engagement team regarding how and where fraud might occur in the

financial statements and any potential indicators of fraud.



As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of income, foreign currency translation, value of stocks and provisions. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.


We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation and tax legislation.


In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.


Audit response to risks identified

Our procedures to respond to risks identified included the following:

-


reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with

provisions of relevant laws and regulations described as having a direct effect on the financial statements;


-


enquiring of management concerning actual and potential litigation and claims;


-


performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of

material misstatement due to fraud;


-


reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and


-


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

indicative of a potential bias; and evaluating the business rationale of any significant transactions that are

unusual or outside the normal course of business.



We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.


No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error.  As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

BISN HOLDINGS LIMITED



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.





Julian Beressi (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

Statutory Auditors

100 Barbirolli Square

Manchester

M2 3BD


23rd October 2024


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


CONSOLIDATED PROFIT AND LOSS ACCOUNT

for the Year Ended 31st December 2023



2023


2022


Notes

$   

$   



TURNOVER

4

27,833,247


17,140,727




Cost of sales

(9,292,019

)

(8,701,356

)


GROSS PROFIT

18,541,228


8,439,371




Administrative expenses

(13,240,335

)

(5,545,116

)


OPERATING PROFIT

6

5,300,893


2,894,255




Interest receivable and similar income

17,743


24,459



5,318,636


2,918,714




Interest payable and similar expenses

7

-


(1,389

)


PROFIT BEFORE TAXATION

5,318,636


2,917,325




Tax on profit

8

(1,239,047

)

1,085,189



PROFIT FOR THE FINANCIAL YEAR

4,079,589


4,002,514




OTHER COMPREHENSIVE INCOME

-


-



TOTAL COMPREHENSIVE INCOME FOR

THE YEAR

4,079,589


4,002,514




Profit attributable to:

Owners of the parent

4,079,589


4,002,514




Total comprehensive income attributable to:

Owners of the parent

4,079,589


4,002,514




BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


CONSOLIDATED BALANCE SHEET

31st December 2023



2023


2022


Notes

$   

$   


FIXED ASSETS

Intangible assets

10

1,661,659


1,425,147



Tangible assets

11

2,714,166


2,569,965



Investments

12

-


-



4,375,825


3,995,112




CURRENT ASSETS

Stocks

13

8,919,173


3,732,676



Debtors

14

14,807,515


7,628,544



Cash at bank and in hand

7,058,243


11,283,348



30,784,931


22,644,568



CREDITORS

Amounts falling due within one year

15

(5,925,403

)

(2,876,674

)


NET CURRENT ASSETS

24,859,528


19,767,894



TOTAL ASSETS LESS CURRENT

LIABILITIES

29,235,353


23,763,006




CAPITAL AND RESERVES

Called up share capital

18

3,025


3,011



Share premium

19

11,279,164


11,242,082



Share based payment reserve

19

88,465


88,465



Translation reserve

19

(420,078

)

(1,775,742

)


Retained earnings

19

18,284,777


14,205,190



SHAREHOLDERS' FUNDS

29,235,353


23,763,006




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






Mr P J Carragher - Director



BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


COMPANY BALANCE SHEET

31st December 2023



2023


2022


Notes

$   

$   


FIXED ASSETS

Intangible assets

10

-


-



Tangible assets

11

-


-



Investments

12

60,821


60,821



60,821


60,821




CURRENT ASSETS

Debtors

14

10,581,181


10,052,054



Cash at bank

44,182


6,127



10,625,363


10,058,181



CREDITORS

Amounts falling due within one year

15

(59,748

)

(78,491

)


NET CURRENT ASSETS

10,565,615


9,979,690



TOTAL ASSETS LESS CURRENT

LIABILITIES

10,626,436


10,040,511




CAPITAL AND RESERVES

Called up share capital

18

3,025


3,011



Share premium

11,279,164


11,242,082



Share based payment reserve

88,465


88,465



Translation reserve

(728,414

)

(1,291,444

)


Retained earnings

(15,804

)

(1,603

)


SHAREHOLDERS' FUNDS

10,626,436


10,040,511




Company's loss for the financial year

(14,201

)

(9,848

)



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 23rd October 2024 and were signed on its behalf by:






Mr P J Carragher - Director



BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the Year Ended 31st December 2023



Called up



share


Retained


Share


capital


earnings


premium

$   

$   

$   


Balance at 1st January 2022

3,011


10,202,676


11,242,082



Profit for the year

-


4,002,514


-



Total comprehensive income

-


4,002,514


-



Balance at 31st December 2022

3,011


14,205,190


11,242,082



Profit for the year

-


4,079,589


-



Total comprehensive income

-


4,079,589


-



Issue of share capital

14


-


36,648



Currency translation variance

-


-


434



Balance at 31st December 2023

3,025


18,284,779


11,279,164




Share



based



payment


Translation


Total


reserve


reserve


equity

$   

$   

$   


Balance at 1st January 2022

88,465


673,250


22,209,484



Profit for the year

-


-


4,002,514



Total comprehensive income

-


-


4,002,514



Currency translation variance

-


(2,448,992

)

(2,448,992

)


Balance at 31st December 2022

88,465


(1,775,742

)

23,763,006



Profit for the year

-


-


4,079,589



Total comprehensive income

-


-


4,079,589



Issue of share capital

-


-


36,662



Currency translation variance

-


1,355,664


1,356,098



Balance at 31st December 2023

88,465


(420,078

)

29,235,355




BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


COMPANY STATEMENT OF CHANGES IN EQUITY

for the Year Ended 31st December 2023



Called up



share


Retained


Share


capital


earnings


premium

$   

$   

$   


Balance at 1st January 2022

3,011


8,245


11,242,082



Deficit for the year

-


(9,848

)

-



Total comprehensive loss

-


(9,848

)

-



Balance at 31st December 2022

3,011


(1,603

)

11,242,082



Deficit for the year

-


(14,201

)

-



Total comprehensive loss

-


(14,201

)

-



Issue of share capital

14


-


36,648



Currency translation variance

-


-


434



Balance at 31st December 2023

3,025


(15,804

)

11,279,164




Share



based



payment


Translation


Total


reserve


reserve


equity

$   

$   

$   


Balance at 1st January 2022

88,465


(95,645

)

11,246,158



Deficit for the year

-


-


(9,848

)


Total comprehensive loss

-


-


(9,848

)


Currency translation variance

-


(1,195,799

)

(1,195,799

)


Balance at 31st December 2022

88,465


(1,291,444

)

10,040,511



Deficit for the year

-


-


(14,201

)


Total comprehensive loss

-


-


(14,201

)


Issue of share capital

-


-


36,662



Currency translation variance

-


563,030


563,464



Balance at 31st December 2023

88,465


(728,414

)

10,626,436




BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


CONSOLIDATED CASH FLOW STATEMENT

for the Year Ended 31st December 2023



2023


2022


Notes

$   

$   


Cash flows from operating activities

Cash generated from operations

21

(3,297,172

)

(58,745

)


Interest element of hire purchase or finance

lease rental payments paid

-


(1,389

)


Tax paid

387,906


(72,472

)


Net cash from operating activities

(2,909,266

)

(132,606

)



Cash flows from investing activities

Purchase of intangible fixed assets

(387,514

)

(524,626

)


Purchase of tangible fixed assets

(927,394

)

(1,081,437

)


Interest received

17,743


24,459



Net cash from investing activities

(1,297,165

)

(1,581,604

)



Cash flows from financing activities

Capital repayments in year

-


(23,363

)


Amount introduced by directors

-


17,040



Amount withdrawn by directors

(55,771

)

-



Share issue

37,097


-



Net cash from financing activities

(18,674

)

(6,323

)



Decrease in cash and cash equivalents

(4,225,105

)

(1,720,533

)


Cash and cash equivalents at beginning

of year

22

11,283,348


13,003,881




Cash and cash equivalents at end of

year

22

7,058,243


11,283,348




BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the Year Ended 31st December 2023



1.

STATUTORY INFORMATION



BiSN Holdings Limited is a private company limited by share capital, incorporated in England and Wales, registration number 09090506. The address of the registered office is Cavendish Avenue, Birchwood, Warrington, WA3 6DE and  principal places of business for the group are as follows:



-  713 Cavendish Avenue, Birchwood, Warrington, WA3 6DE


-  4514 Brittmoore Road, Houston, Texas,77041


-  18 Bellows Street, Welshpool, Perth, WA, 6106, Australia


-  R. José Cândido Marcillo, Macaé, 27933-400, Brazil


2.

ACCOUNTING POLICIES



Basis of preparing the financial statements


These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.  



Due to the location of the principal activity of the business, the directors consider it appropriate to prepare the accounts in USD$. The functional currency of the Group is USD$.



Basis of consolidation


The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.



Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements to bring the accounting policies used into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.



Turnover


Turnover is measured at the fair value of the consideration received or receivable. Turnover is net of value added tax and is reduced for estimated customer return, rebates and other similar allowances.



Specifically, revenue from the sale of goods relates to commercial tools used in the application of downhole sealing technology. Revenue is recognised upon completion of assembly of the tools.



Revenue from sale of services relates to:



-


development testing to demonstrate the applicability of the commercial tool technology; and




-


service charges regarding field personnel used in the application of the commercial tool.





Service charges are recognised in the period to which the service relates. Development testing revenue is recognised based on a percentage of the testing performed.



Intangible assets

Intangible fixed assets are stated at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is provided at the following annual rates in order to write of each asset over its estimated useful life, using the following methods:

Patents and licences-10% straight line
Computer software-33.33% straight line

At each reporting date, the Company reviews the carrying amounts of its intangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any.

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


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the Year Ended 31st December 2023



2.

ACCOUNTING POLICIES - continued



Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation on tangible fixed assets is charged to the profit and loss so as to write off their value, over their estimated useful lives, using the following methods:

Leasehold improvements -20% straight line
Plant and machinery -20% reducing balance and 33.33% straight line
Motor vehicles-25% reducing balance
Office equipment -33.33% straight line

At each reporting date, the Company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items of tangible fixed assets have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any.

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


Stocks


Stock is stated at the lower of cost and estimated selling price less costs to complete and sell. Costs are based on the method most appropriate to the type of inventory class, usually on a first-in-first-out basis.  Net realisable value is based on the estimated selling price less any estimated completion or selling costs.



Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.


Foreign currencies

Assets and liabilities in foreign currencies are translated into US dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Hire purchase and leasing commitments

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


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the Year Ended 31st December 2023



2.

ACCOUNTING POLICIES - continued



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.



Trade and other debtors


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



Cash and cash equivalents


Cash and cash equivalents are represented by cash at bank and in hand.



Trade and other creditors


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



Cash and cash equivalents


Cash and cash equivalents are represented by cash in hand.


3.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY



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



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



There have been no material accounting judgements nor estimations of uncertainty during the year.


4.

TURNOVER



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



An analysis of turnover by class of business is given below:



2023


2022

$   

$   



Testing and qualifying

5,519,863


541,748




Sealing Solutions

22,313,384


16,598,979



27,833,247


17,140,727





An analysis of turnover by geographical market is given below:



2023


2022

$   

$   



United Kingdom

3,857,765


826,798




Rest of the World

23,975,482


16,313,929



27,833,247


17,140,727




BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the Year Ended 31st December 2023



5.

EMPLOYEES AND DIRECTORS


2023


2022

$   

$   



Wages and salaries

11,532,536


9,092,672




Other pension costs

408,265


293,351



11,940,801


9,386,023





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


2023


2022



Manufacturing and administration

93


87





The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2022 - NIL).



2023


2022

$   

$   



Directors' remuneration

753,834


588,594





Information regarding the highest paid director is as follows:


2023


2022

$   

$   



Emoluments etc

723,834


558,594




6.

OPERATING PROFIT



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



2023


2022

$   

$   



Hire of plant and machinery

54,177


20,797




Depreciation - owned assets

817,315


684,016




Patents and licences amortisation

193,248


155,826




Computer software amortisation

32,795


18,977




Auditors' remuneration

46,046


60,151




Auditors' remuneration for non audit work

404


4,998




Foreign exchange differences

1,445,495


(2,130,516

)



7.

INTEREST PAYABLE AND SIMILAR EXPENSES



2023


2022

$   

$   



Hire purchase

-


1,389




BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the Year Ended 31st 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:


Corporate/Federal tax

1,238,600


312,008




Corporation tax prior years

-


(1,140,102

)



Total current tax

1,238,600


(828,094

)




Deferred tax

447


(257,095

)



Tax on profit

1,239,047


(1,085,189

)




Reconciliation of total tax charge/(credit) 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:



2023


2022

$   

$   



Profit before tax

5,318,636


2,917,325




Profit multiplied by the standard rate of corporation tax in the UK of 23.520

% (2022 - 19 %)  

1,250,943


554,292





Effects of:


Expenses not deductible for tax purposes

1,067


(2,997

)



Capital allowances in excess of depreciation

(893

)

(15,388

)



Adjustments to tax charge in respect of previous periods

-


(1,140,102

)



Deferred tax movement  

447


(257,095

)



Overseas tax rate adjustment  

(12,517

)

(223,899

)



Total tax charge/(credit)

1,239,047


(1,085,189

)



9.

INDIVIDUAL PROFIT AND LOSS ACCOUNT



As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements.



BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the Year Ended 31st December 2023



10.

INTANGIBLE FIXED ASSETS



Group


Patents



and


Computer



licences


software


Totals

$   

$   

$   



COST


At 1st January 2023

1,831,076


330,928


2,162,004




Additions

369,514


18,000


387,514




Exchange differences

103,448


-


103,448




At 31st December 2023

2,304,038


348,928


2,652,966




AMORTISATION


At 1st January 2023

502,813


234,044


736,857




Amortisation for year

193,248


32,795


226,043




Exchange differences

28,407


-


28,407




At 31st December 2023

724,468


266,839


991,307




NET BOOK VALUE


At 31st December 2023

1,579,570


82,089


1,661,659




At 31st December 2022

1,328,263


96,884


1,425,147




11.

TANGIBLE FIXED ASSETS



Group


Improvements



to


Plant and


Motor


Computer



property


machinery


vehicles


equipment


Totals

$   

$   

$   

$   

$   



COST


At 1st January 2023

608,993


4,275,878


25,458


470,081


5,380,410




Additions

256,065


554,574


-


116,755


927,394




Exchange differences

5,851


62,399


1,438


4,574


74,262




At 31st December 2023

870,909


4,892,851


26,896


591,410


6,382,066




DEPRECIATION


At 1st January 2023

293,721


2,130,786


10,918


375,022


2,810,447




Charge for year

156,540


592,952


3,841


63,982


817,315




Exchange differences

-


35,873


617


3,648


40,138




At 31st December 2023

450,261


2,759,611


15,376


442,652


3,667,900




NET BOOK VALUE


At 31st December 2023

420,648


2,133,240


11,520


148,758


2,714,166




At 31st December 2022

315,272


2,145,092


14,540


95,059


2,569,963




BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the Year Ended 31st December 2023



12.

FIXED ASSET INVESTMENTS



Company


Shares in


group


undertakin

$   



COST


At 1st January 2023


and 31st December 2023

60,821




NET BOOK VALUE


At 31st December 2023

60,821




At 31st December 2022

60,821





13.

STOCKS



Group


2023

2022


$   

$   



Stocks

8,919,173


3,732,676




14.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




Group


Company


2023

2022

2023

2022


$   

$   

$   

$   



Trade debtors

11,813,053


5,902,821


-


-




Amounts owed by group undertakings

-


-


10,575,137


10,045,703




Other debtors

108,690


101,329


-


-




VAT

296,617


-


86


-




Directors' current accounts

324,152


268,381


-


-




Tax

16,570


512,957


-


-




Deferred tax asset

203,531


259,263


-


-




Prepayments

2,044,902


583,793


5,958


6,351



14,807,515


7,628,544


10,581,181


10,052,054





Deferred tax asset


Group


Company


2023

2022

2023

2022


$   

$   

$   

$   



Accelerated capital allowances

355,009


355,009


-


-




Deferred tax

(151,478

)

(95,746

)

-


-



203,531


259,263


-


-




BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the Year Ended 31st December 2023



15.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




Group


Company


2023

2022

2023

2022


$   

$   

$   

$   



Trade creditors

1,549,371


1,728,287


7,926


7,620




Amounts owed to group undertakings

-


-


45,454


49,974




Tax

1,093,931


19,098


-


8,843




Social security and other taxes

69,440


62,191


-


-




VAT

271,571


135,269


-


12,054




Other creditors

102,323


24,672


-


-




Accrued expenses

2,838,767


907,157


6,368


-



5,925,403


2,876,674


59,748


78,491




16.

LEASING AGREEMENTS



Minimum lease payments fall due as follows:



Group


Non-cancellable operating

leases


2023

2022


$   

$   



Within one year

8,392,956


573,206




Between one and five years

2,370,625


2,116,596




In more than five years

-


72,030



10,763,581


2,761,832




17.

DEFERRED TAX



Group

$   



Balance at 1st January 2023

(259,263

)



Provided during year

55,732




Balance at 31st December 2023

(203,531

)



BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the Year Ended 31st December 2023



18.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:


Class:


Nominal value:


2023


2022





£


£




1,047,875


Ordinary


£0.001


1,048


1,037




235,295


A Shares


£0.001


235


235




440,000


B Shares


£0.001


440


440




500,000


B2 Shares


£0.001


500


500





2,223


2,212





The issued share capital, shown above in GBP, has been translated to USD$ at the date of acquisition of the shares.



Allotted, issued and fully paid:


Number:


Class:


Nominal value:


2023


2022





$


$




1,047,875


Ordinary


$0.001


1,375


1,361




235,295


A Shares


$0.001


370


370




440,000


B Shares


$0.001


599


599




500,000


B2 Shares


$0.001


681


681





3,025


3,011




19.

RESERVES



Group


Share



based



Retained


Share


payment


Translation



earnings


premium


reserve


reserve


Totals

$   

$   

$   

$   

$   




At 1st January 2023

14,205,188


11,242,082


88,465


(1,775,742

)

23,759,993




Profit for the year

4,079,589


4,079,589




Share premium on share issue

-


36,648


-


-


36,648




Currency translation variance

-


434


-


1,355,664


1,356,098




At 31st December 2023

18,284,777


11,279,164


88,465


(420,078

)

29,232,328





20.

RELATED PARTY DISCLOSURES



In 2021, the company made a loan to Mr P Carragher of $250,000. The company charges interest on amounts owed by Mr P Carragher at bank base rate plus 1%. The interest accrued in the year is $14,982 (2022: $8,588). The full amount is outstanding at the reporting date $273,570 (2022: $258,588).



Mr P Carragher had a separate loan balance owed to the company of $39,150 (2022: $9,793) at the reporting date.


BISN HOLDINGS LIMITED (REGISTERED NUMBER: 09090506)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

for the Year Ended 31st December 2023



21.

RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS


2023


2022

$   

$   



Profit before taxation

5,318,636


2,917,325




Depreciation charges

1,040,642


858,819




Exchange rate adjustments

1,249,214


(2,255,995

)



Finance costs

-


1,389




Finance income

(17,743

)

(24,459

)


7,590,749


1,497,079




Increase in stocks

(5,186,497

)

(739,709

)



Increase in trade and other debtors

(7,675,319

)

(390,191

)



Increase/(decrease) in trade and other creditors

1,973,895


(425,924

)



Cash generated from operations

(3,297,172

)

(58,745

)



22.

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 December 2023


31/12/23


1/1/23

$   

$   



Cash and cash equivalents

7,058,243


11,283,348




Year ended 31st December 2022


31/12/22


1/1/22

$   

$   



Cash and cash equivalents

11,283,348


13,003,881





23.

ANALYSIS OF CHANGES IN NET FUNDS



At 1/1/23

Cash flow

At 31/12/23

$   

$   

$   



Net cash



Cash at bank and in hand

11,283,348


(4,225,105

)

7,058,243



11,283,348


(4,225,105

)

7,058,243




Total

11,283,348


(4,225,105

)

7,058,243