Caseware UK (AP4) 2023.0.135 2023.0.135 2024-07-312024-07-312024-07-312023-08-01falseNo description of principal activity22falsefalsefalse SC765748 2023-08-01 2024-07-31 SC765748 2023-04-12 2023-07-31 SC765748 2024-07-31 SC765748 2023-07-31 SC765748 c:Director1 2023-08-01 2024-07-31 SC765748 c:Director2 2023-08-01 2024-07-31 SC765748 c:Director3 2023-08-01 2024-07-31 SC765748 c:RegisteredOffice 2023-08-01 2024-07-31 SC765748 d:Buildings d:LongLeaseholdAssets 2023-08-01 2024-07-31 SC765748 d:PlantMachinery 2023-08-01 2024-07-31 SC765748 d:FurnitureFittings 2023-08-01 2024-07-31 SC765748 d:CurrentFinancialInstruments 2024-07-31 SC765748 d:CurrentFinancialInstruments 2023-07-31 SC765748 d:Non-currentFinancialInstruments 2024-07-31 SC765748 d:Non-currentFinancialInstruments 2023-07-31 SC765748 d:CurrentFinancialInstruments d:WithinOneYear 2024-07-31 SC765748 d:CurrentFinancialInstruments d:WithinOneYear 2023-07-31 SC765748 d:ShareCapital 2024-07-31 SC765748 d:ShareCapital 2023-04-12 2023-07-31 SC765748 d:ShareCapital 2023-07-31 SC765748 d:SharePremium 2023-08-01 2024-07-31 SC765748 d:CapitalRedemptionReserve 2023-08-01 2024-07-31 SC765748 d:RetainedEarningsAccumulatedLosses 2023-08-01 2024-07-31 SC765748 d:RetainedEarningsAccumulatedLosses 2024-07-31 SC765748 d:RetainedEarningsAccumulatedLosses 2023-04-12 2023-07-31 SC765748 d:RetainedEarningsAccumulatedLosses 2023-07-31 SC765748 d:RetainedEarningsAccumulatedLosses 2023-04-12 SC765748 c:OrdinaryShareClass1 2023-08-01 2024-07-31 SC765748 c:OrdinaryShareClass1 2024-07-31 SC765748 c:OrdinaryShareClass1 2023-07-31 SC765748 c:FRS102 2023-08-01 2024-07-31 SC765748 c:Audited 2023-08-01 2024-07-31 SC765748 c:FullAccounts 2023-08-01 2024-07-31 SC765748 c:PrivateLimitedCompanyLtd 2023-08-01 2024-07-31 SC765748 d:Subsidiary1 2023-08-01 2024-07-31 SC765748 d:Subsidiary1 1 2023-08-01 2024-07-31 SC765748 c:Consolidated 2024-07-31 SC765748 c:ConsolidatedGroupCompanyAccounts 2023-08-01 2024-07-31 SC765748 2 2023-08-01 2024-07-31 SC765748 4 2023-08-01 2024-07-31 SC765748 6 2023-08-01 2024-07-31 SC765748 e:PoundSterling 2023-08-01 2024-07-31 xbrli:shares iso4217:GBP xbrli:pure
Registered number: SC765748










BALNIEL HOLDINGS LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024

 
BALNIEL HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
Mrs T F Lawson 
Mr I Lawson 
Miss K B Wishart 




Registered number
SC765748



Registered office
3 James Chalmers Road
Arbroath Enterprise Park

Arbroath

Angus

DD11 3RQ




Independent auditors
Sumer Auditco Limited
Chartered Accountants & Statutory Auditors

14 City Quay

Dundee

DD1 3JA





 
BALNIEL HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 5
Independent auditors' report
6 - 9
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Consolidated analysis of net debt
16
Notes to the financial statements
17 - 32


 
BALNIEL HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024

Introduction
 
ESP Group specialises in delivering high-quality contact centre services, including end-to-end customer experience management, travel token retailing, delay repay and compensation claim processing, as well as the development and support of smartcard and mobile app-based systems. More broadly, our services encompass CRM development and maintenance, database management, hosting solutions, web portals, payment processing, smartcard personalisation, and fulfilment services.

Business review
 
Over the past year, the Group has demonstrated strong performance, driven by our commitment to operational excellence and strategic market expansion. By focusing on innovation, exemplary customer satisfaction, and reliability, we have successfully broadened our reach while maintaining the high service standards that define our brand.
Our emphasis on efficiency and financial synergy has further strengthened our position, enabling us to navigate industry challenges effectively. The directors remain dedicated to identifying and capitalising on new opportunities while staying true to the principles that drive our success.

Principal risks and uncertainties
 
The Group has identified several key risks and challenges that may impact future performance:
1. Rising labour costs due to wage increases and regulatory changes
2. Rapid advancements in technology and evolving industry standards
3. Currency fluctuations affecting financial stability
4. Adapting to shifting market trends and customer expectations
5. Growing competition from new market entrants
6. The increasing role of AI and automation in service delivery
7. Rising customer demand for seamless omnichannel support
8. Strengthening data security and regulatory compliance requirements
9. Challenges in workforce recruitment and retention
Among these, rising labour costs remain the most pressing concern, as increasing wages and regulatory demands continue to drive up operating expenses. To mitigate these risks, the Group is focusing on strategic workforce planning, investment in automation, and operational efficiency improvements.
In an industry that evolves rapidly, our proactive approach to research and development, strategic currency risk management, and employee-first culture play a vital role in minimising risks and sustaining growth.

Financial key performance indicators
 
The Group monitors its performance using the following key indicators:
• 
Turnover – Overall revenue generation
• 
Gross Profit Margin – Profitability after direct costs
• 
Net Profit Margin – Bottom-line financial performance
• 
Staff Turnover – Employee retention and workforce stability

Page 1

 
BALNIEL HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024

Future Developments
 
The Group’s ongoing diversification efforts have proven successful, allowing us to expand our service offerings and strengthen our market position. By leveraging our expertise in contact centre operations and integrating advanced technologies, we continue to attract new clients and explore emerging opportunities.
Looking ahead, the board remains optimistic that our investments in innovation and industry partnerships will drive sustainable growth and long-term resilience.


This report was approved by the board on 20 February 2025 and signed on its behalf.



Mrs T F Lawson
Director

Page 2

 
BALNIEL HOLDINGS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2024

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

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The profit for the year, after taxation, amounted to £885,682 (2023 - £1,660,285).

Dividends of £263,552 (2023 - £26,228) were paid during the period.

Directors

The directors who served during the year were:

Mrs T F Lawson 
Mr I Lawson 
Miss K B Wishart 

Future developments

Details of future developments can be found within the Strategic Report and form part of this report by the directors.

Page 3

 
BALNIEL HOLDINGS LIMITED
 

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

Engagement with employees

ESP Group pride ourselves in our approach to employee engagement and governance. Our policies are embedded in our culture, accessible at all times and audited annually, to ensure they still meet the needs of our business. ESP Group are proud of our internal promotion culture, which has been in place for 20+ years, ensuring we create progression pathways through training, development and promotion, to our existing team, at every opportunity. 
Diversity and inclusion are at the heart of our recruitment strategy. We foster an inclusive workplace by delivering ongoing Diversity & Inclusion training, ensuring that all employees feel valued, respected, and empowered in their roles. Our Equality & Diversity Policy, alongside our Bullying & Harassment Policy, ensures a zero-tolerance approach to workplace discrimination, creating a safe and welcoming environment for all.
As a responsible employer, we uphold ethical trading principles. Our Ethical Trading & Social Accountability Policy ensures that all employees receive fair pay, safe working conditions, and equal opportunities for career progression. We do not use inappropriate zero-hour contracts and provide clear, stable employment terms. Additionally, our Whistleblowing Policy guarantees a confidential and structured process for reporting workplace concerns.
We provide clear channels for employee voice through the Employee Engagement Association, ensuring that team members have a say in workplace decisions.  Monthly Employee Engagement meetings allow representatives from all departments to meet with Directors to discuss issues, suggest improvements, understand business performance and influence business changes. This two-way communication strengthens workforce morale, engagement, and retention.
To maintain a highly skilled and motivated workforce, we invest in workforce development through our Strategic Labour Needs & Training Plan. This plan includes:
• Apprenticeship placements, supporting both new entrants and career progression for existing employees
• Graduate placements and work experience programmes, providing young people and career changers
          with industry exposure
• Ongoing professional development and training, ensuring employees remain skilled and engaged in their
          roles
• Maintaining established partnerships with local employability networks to ensure that we provide
          opportunities for long-term unemployed and NEET candidates
We monitor employee engagement and wellbeing through performance reviews, surveys and structured reporting mechanisms, and take a 'you said, we did' approach to implementing lasting change, ensuring that feedback is continuously integrated into our policies and practices so that our teams remain engaged, supported and motivated.
 

Page 4

 
BALNIEL HOLDINGS LIMITED
 

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


Disclosure of information to auditors

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

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

Post balance sheet events

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

Auditors

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

This report was approved by the board on 20 February 2025 and signed on its behalf.
 





Mrs T F Lawson
Director

Page 5

 
BALNIEL HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALNIEL HOLDINGS LIMITED
 

Opinion


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


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 July 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 6

 
BALNIEL HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALNIEL HOLDINGS LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 7

 
BALNIEL HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALNIEL HOLDINGS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


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

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.  As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 8

 
BALNIEL HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BALNIEL HOLDINGS LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Douglas Rae (Senior statutory auditor)
  
for and on behalf of
Sumer Auditco Limited
 
Chartered Accountants
Statutory Auditors
  
14 City Quay
Dundee
DD1 3JA

20 February 2025
Page 9

 
BALNIEL HOLDINGS LIMITED
 

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

2024
2023
£
£

  

Turnover
 4 
13,418,926
1,940,335

Cost of sales
  
(9,581,410)
(1,338,644)

Gross profit
  
3,837,516
601,691

Administrative expenses
  
(2,901,570)
(580,118)

Exceptional administrative expenses
  
147,103
1,631,765

Other operating income
 5 
24,083
3,724

Operating profit
 6 
1,107,132
1,657,062

Amounts written off investments
  
(100)
-

Interest receivable and similar income
 10 
32,415
10,842

Profit before taxation
  
1,139,447
1,667,904

Tax on profit
 11 
(253,765)
(7,619)

Profit for the financial year
  
885,682
1,660,285

Profit for the year attributable to:
  

Owners of the parent Company
  
885,682
1,660,285

  
885,682
1,660,285

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 17 to 32 form part of these financial statements.

Page 10

 
BALNIEL HOLDINGS LIMITED
REGISTERED NUMBER: SC765748

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2024

2024
2023
£
£

Fixed assets
  

Intangible assets
 14 
(211,792)
(343,895)

Tangible assets
 15 
242,835
369,167

  
31,043
25,272

Current assets
  

Stocks
 17 
631,923
392,331

Debtors: amounts falling due within one year
 18 
3,153,606
2,765,969

Cash at bank and in hand
  
617,408
3,560,634

  
4,402,937
6,718,934

Creditors: amounts falling due within one year
 19 
(2,209,978)
(5,059,225)

Net current assets
  
 
 
2,192,959
 
 
1,659,709

Total assets less current liabilities
  
2,224,002
1,684,981

Creditors: amounts falling due after more than one year
 20 
-
(7,535)

Provisions for liabilities
  

Deferred taxation
 21 
(23,531)
(43,289)

  
 
 
(23,531)
 
 
(43,289)

Net assets
  
2,200,471
1,634,157


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account
  
2,196,454
1,634,057

Non-controlling interests
  
3,917
-

  
2,200,471
1,634,157


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 February 2025.




Mrs T F Lawson
Director

The notes on pages 17 to 32 form part of these financial statements.

Page 11

 
BALNIEL HOLDINGS LIMITED
REGISTERED NUMBER: SC765748

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2024

2024
2023
£
£

Fixed assets
  

Fixed asset investments
  
4,002,255
4,002,255

  
4,002,255
4,002,255

Current assets
  

Debtors: amounts falling due within one year
 18 
100
2,840,100

  
100
2,840,100

Creditors: amounts falling due within one year
 19 
(16,400)
(2,840,000)

Net current (liabilities)/assets
  
 
 
(16,300)
 
 
100

Total assets less current liabilities
  
3,985,955
4,002,355

  

  

Net assets
  
3,985,955
4,002,355


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account brought forward
  
4,002,255
-

Profit for the year
  
247,152
4,028,483

Dividends

  

(263,552)
(26,228)

Profit and loss account carried forward
  
3,985,855
4,002,255

  
3,985,955
4,002,355


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 February 2025.


Mrs T F Lawson
Director

The notes on pages 17 to 32 form part of these financial statements.

Page 12
 

 
BALNIEL HOLDINGS LIMITED


 

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



Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£



Comprehensive income for the period


Profit for the period
-
1,660,285
1,660,285
-
1,660,285

Total comprehensive income for the period
-
1,660,285
1,660,285
-
1,660,285


Dividends: Equity capital
-
(26,228)
(26,228)
-
(26,228)


Shares issued during the period
100
-
100
-
100





At 1 August 2023
100
1,634,057
1,634,157
-
1,634,157





Profit for the year
-
885,682
885,682
-
885,682


Dividends: Equity capital
-
(323,285)
(323,285)
-
(323,285)


Shares issued to NCI during the period
-
-
-
3,917
3,917



At 31 July 2024
100
2,196,454
2,196,554
3,917
2,200,471



The notes on pages 17 to 32 form part of these financial statements.

Page 13
 
BALNIEL HOLDINGS LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Profit for the period
-
4,028,483
4,028,483

Dividends: Equity capital
-
(26,228)
(26,228)

Shares issued during the period
100
-
100



At 1 August 2023
100
4,002,255
4,002,355



Profit for the year
-
247,152
247,152

Dividends: Equity capital
-
(263,552)
(263,552)


At 31 July 2024
100
3,985,855
3,985,955


The notes on pages 17 to 32 form part of these financial statements.

Page 14

 
BALNIEL HOLDINGS LIMITED
 

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

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
885,682
1,660,285

Adjustments for:

Amortisation of intangible assets
(132,103)
(1,628,432)

Depreciation of tangible assets
170,391
32,736

Interest received
(32,415)
(10,842)

Taxation charge
253,765
7,619

(Increase)/decrease in stocks
(239,592)
52,428

(Increase)/decrease in debtors
(387,637)
319,444

(Decrease) in creditors
(3,068,367)
(54,019)

Corporation tax (paid)/received
(61,938)
34,285

Net cash generated from operating activities

(2,612,214)
413,504


Cash flows from investing activities

Purchase of tangible fixed assets
(44,059)
-

Purchase of subsidiary
-
3,162,416

Interest received
32,415
10,842

Net cash from investing activities

(11,644)
3,173,258

Cash flows from financing activities

Issue of ordinary shares
-
100

Dividends paid
(323,285)
(26,228)

Issue of ordinary shares to NCI in subsidiary
3,917
-

Net cash used in financing activities
(319,368)
(26,128)

Net (decrease)/increase in cash and cash equivalents
(2,943,226)
3,560,634

Cash and cash equivalents at beginning of year
3,560,634
-

Cash and cash equivalents at the end of year
617,408
3,560,634


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
617,408
3,560,634

617,408
3,560,634


The notes on pages 17 to 32 form part of these financial statements.

Page 15

 
BALNIEL HOLDINGS LIMITED
 

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




At 1 August 2023
Cash flows
At 31 July 2024
£

£

£

Cash at bank and in hand

3,560,634

(2,943,226)

617,408

Debt due within 1 year

(21,789)

(9,379)

(31,168)


3,538,845
(2,952,605)
586,240

The notes on pages 17 to 32 form part of these financial statements.

Page 16

 
BALNIEL HOLDINGS LIMITED
 

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

1.


General information

Balniel Holdings Limited is a private company limited by shares and incorporated in Scotland. The registered office is 3 James Chalmers Road, Arbroath Enterprise Park, Arbroath, Angus, DD11 3RQ. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 31 May 2023.

Page 17

 
BALNIEL HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 18

 
BALNIEL HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Turnover

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

Sale of goods

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

Rendering of services

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

 
2.5

Operating leases: the Group as lessee

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

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

 
2.6

Government grants

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

 
2.7

Interest income

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

Page 19

 
BALNIEL HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

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

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

 
2.9

Current and deferred taxation

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

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

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

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


 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 20

 
BALNIEL HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over 10 years
Plant and machinery
-
Over 4 years
Fixtures and fittings
-
Between 3 and 5 years

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

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

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

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

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

Page 21

 
BALNIEL HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.15

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.

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

 
2.16

Dividends

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


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting principles requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results in the future could differ from those estimates.  In this regard, the Directors believe that the critical accounting policies where judgments or estimations are necessary applied are summarised below. 
Tangible Fixed Assets
The annual depreciation charge for tangible assets is sensitive to changes in the useful economic lives of the assets. The useful economic lives are assessed annually and amended when necessary to reflect judgement, based on technological advancements, future investments, economic utilisation and physical condition of the assets.
Investment Valuation
Investments in subsidiaries are held at cost less accumulated impairment. Management will review the performance of subsidiary undertakings to ascertain whether any indicators of impairment exist and will provide for these as necessary.
Recoverability of Debtors
Management review the amounts outstanding throughout the year and provide for any debts they consider will not be recovered.
 

Page 22

 
BALNIEL HOLDINGS LIMITED
 

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

4.


Turnover

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


2024
2023
£
£

Provision of contact centre services
13,418,926
1,940,335


2024
2023
£
£

United Kingdom
12,582,835
1,907,495

Rest of the world
836,091
32,840

13,418,926
1,940,335



5.


Other operating income

2024
2023
£
£

Government grant received
24,083
3,724



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
25,462
107

Other operating lease rentals
232,277
38,995

Tangible fixed assets - depreciation
170,391
32,736

Government grant income
-
(3,724)

Intangible fixed assets - amortisation
15,000
3,333


7.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
46,000
36,000

Page 23

 
BALNIEL HOLDINGS LIMITED
 

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

8.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
6,097,701
987,721

Social security costs
404,423
64,804

Cost of defined contribution scheme
142,668
23,600

6,644,792
1,076,125


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



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









Administration and management
28
28
2
2



Production and development
30
38
-
-



Call centre
273
234
-
-

331
300
2
2


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
38,054
9,552

Group contributions to defined contribution pension schemes
9,005
1,331

47,059
10,883


During the year retirement benefits were accruing to 3 directors (2023 - 2) in respect of defined contribution pension schemes.


10.


Interest receivable

2024
2023
£
£


Other interest receivable
32,415
10,842

Page 24

 
BALNIEL HOLDINGS LIMITED
 

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

11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
273,523
10,323


Deferred tax


Origination and reversal of timing differences
(19,758)
(2,704)


Tax on profit
253,765
7,619

Factors affecting tax charge for the year/period

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

2024
2023
£
£


Profit on ordinary activities before tax
1,139,447
1,667,904


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
284,862
416,976

Effects of:


Non-tax deductible amortisation of goodwill and impairment
(36,775)
(407,941)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
47
(196)

Capital allowances for year/period in excess of depreciation
25,389
3,801

Short-term timing difference leading to an increase (decrease) in taxation
(19,758)
(2,704)

Marginal relief
-
(2,317)

Total tax charge for the year/period
253,765
7,619


Factors that may affect future tax charges

The only factors expected to affect tax charges are those imposed by HMRC.

Page 25

 
BALNIEL HOLDINGS LIMITED
 

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

12.


Dividends

2024
2023
£
£


Dividends paid
323,285
26,228

323,285
26,228


13.


Exceptional items

2024
2023
£
£


Negative goodwill
(147,103)
(1,631,765)

(147,103)
(1,631,765)


14.


Intangible assets

Group and Company





Development expenditure
Negative goodwill
Total

£
£
£



Cost


At 1 August 2023
18,333
(1,990,660)
(1,972,327)



At 31 July 2024

18,333
(1,990,660)
(1,972,327)



Amortisation


At 1 August 2023
3,333
(1,631,765)
(1,628,432)


Charge for the year on owned assets
15,000
(147,103)
(132,103)



At 31 July 2024

18,333
(1,778,868)
(1,760,535)



Net book value



At 31 July 2024
-
(211,792)
(211,792)



At 31 July 2023
15,000
(358,895)
(343,895)



Page 26

 
BALNIEL HOLDINGS LIMITED
 

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

15.


Tangible fixed assets

Group






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

£
£
£
£



Cost or valuation


At 1 August 2023
279,963
40,654
81,286
401,903


Additions
19,182
-
24,877
44,059



At 31 July 2024

299,145
40,654
106,163
445,962



Depreciation


At 1 August 2023
18,190
5,222
9,324
32,736


Charge for the year on owned assets
115,118
18,943
36,330
170,391



At 31 July 2024

133,308
24,165
45,654
203,127



Net book value



At 31 July 2024
165,837
16,489
60,509
242,835



At 31 July 2023
261,773
35,432
71,962
369,167




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Long leasehold
165,837
261,773

165,837
261,773


Page 27

 
BALNIEL HOLDINGS LIMITED
 

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

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 August 2023
4,002,255



At 31 July 2024
4,002,255





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

ESP Systex Holdings Limited
Witham House, 45 Spyvee Street, Kingston Upon Hull, England, HU8 7JJ
Ordinary A
99.75%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

ESP Systex Limited
Witham House, 45 Spyvee Street, Kingston Upon Hull, England, HU8 7JJ
Ordinary
99.75%
Journeycall Limited
3 James Chalmers Road, Arbroath Enterprise Park, Arbroath, Scotland, DD11 3RQ
Ordinary
99.75%

The results of all subsidiary undertakings, direct and indirect, are included in the Group's consolidated results at the reporting date. 

Page 28

 
BALNIEL HOLDINGS LIMITED
 

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

17.


Stocks

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

Finished goods and goods for resale
631,923
392,331
-
-



18.


Debtors

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


Trade debtors
2,021,308
1,226,989
-
-

Amounts owed by group undertakings
-
-
-
2,840,000

Other debtors
39,473
60,998
100
100

Prepayments and accrued income
1,092,825
1,477,982
-
-

3,153,606
2,765,969
100
2,840,100



19.


Creditors: Amounts falling due within one year

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

Trade creditors
992,434
953,622
-
-

Amounts owed to group undertakings
-
-
16,400
-

Corporation tax
273,523
61,938
-
-

Other taxation and social security
587,476
332,661
-
-

Other creditors
74,680
2,905,258
-
2,840,000

Accruals and deferred income
281,865
805,746
-
-

2,209,978
5,059,225
16,400
2,840,000



20.


Creditors: Amounts falling due after more than one year

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

Accruals and deferred income
-
7,535
-
-




Page 29

 
BALNIEL HOLDINGS LIMITED
 

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

21.


Deferred taxation


Group



2024


£






At beginning of year
(43,289)


Charged to the profit or loss
19,758



At end of year
(23,531)

Company





There was no deferred tax provision in the Company at the reporting date. 


The provision for deferred taxation is made up as follows:

Group
Group
2024
2023
£
£

Fixed asset timing difference
(26,890)
(45,528)

Short term timing difference
3,359
2,239

(23,531)
(43,289)


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
100
100


Page 30

 
BALNIEL HOLDINGS LIMITED
 

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

23.


Reserves

Share premium account

This reserve represents the premium arising on the issue of shares net of issue costs.

Capital redemption reserve

The capital redemption reserve relates to the buy back of shares.

Profit and loss account

The profit and loss account represents accumulated comprehensive income for the financial year and prior financial years.


24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £142,668 (2023 - £23,600). Contributions totalling £31,168 (2023 - £21,789) were payable to the fund at the reporting date and are included in creditors.


25.


Commitments under operating leases

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


Group
Group
2024
2023
£
£

Not later than 1 year
550,915
535,017

Later than 1 year and not later than 5 years
1,903,649
2,136,281

Later than 5 years
1,574,242
1,373,510

4,028,806
4,044,808

The Company had no commitments under non-cancellable operating leases at the reporting date.


26.


Transactions with directors

The following loan is interest free and repayable on demand. 

Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Director's loan

37,549

-

(18,951)
 
18,598
 

Page 31

 
BALNIEL HOLDINGS LIMITED
 

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

27.


Related party transactions

Key management personnel include all directors and a number of senior managers across the group who together have authority and responsibility for planning, directing and controlling the activities of the Group. The total compensation paid to key management personnel for services provided to the Group was £259,110 (2023 - £10,883).
The Group has taken advantage of the exemption in FRS102 Section 33 not to disclose details of transactions between two or more members of the Group on the basis that subsidiaries are wholly owned.


28.


Controlling party

The ultimate controlling party is Mrs T F Lawson.

Page 32