Bus Shelters Limited |
Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 30 June 2024 |
Bus Shelters Limited |
Report of the Directors and |
Audited Consolidated Financial Statements for the Year Ended 30 June 2024 |
Bus Shelters Limited |
Company Information |
for the Year Ended 30 June 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
John Huw Palin FCA |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
Radnor House |
Greenwood Close |
Cardiff Gate Business Park |
Cardiff |
CF23 8AA |
BANKERS: | HSBC Bank Plc |
56 Queen Street |
Cardiff |
CF10 2PX |
Bus Shelters Limited (Registered number: 01822681) |
Report of the Directors |
for the Year Ended 30 June 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the company and its subsidiary in the year under review are as follows: |
Bus Shelters Limited | - | The sale, installation and maintenance of transport infrastructure solutions including bus and rail waiting shelters, covered walkways and similar structures, street furniture and associated products |
Pixology Outdoor Ltd | - | The investment in bus shelters and advertising panels, and the sale of roadside advertising spaces |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
Bus Shelters Limited (Registered number: 01822681) |
Report of the Directors |
for the Year Ended 30 June 2024 |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
THIS REPORT WAS APPROVED BY THE BOARD: |
Report of the Independent Auditors to the Members of |
Bus Shelters Limited |
Opinion |
We have audited the financial statements of Bus Shelters Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Profit & Loss Account, Consolidated Balance Sheet, Company Balance Sheet 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 30 June 2024 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Report of the Independent Auditors to the Members of |
Bus Shelters Limited |
Other information |
The directors are responsible for the other information. The other information comprises the information in 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has 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 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; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Group Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 |
Bus Shelters 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: |
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risks 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. |
The laws and regulations that we determined were most significant to the company were the Companies Act, UK Corporate Tax Laws, Employment Act and Health and Safety at Work Act. |
We obtained an understanding of how the company is complying with those laws and regulations by making enquiries to the management. |
We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur, and did not identify any key audit matters relating to irregularities, including fraud. We assessed the effectiveness of internal controls that management has in place to prevent and detect fraud, including testing of manual journals and evaluating the assumptions and judgements made by management in its significant accounting estimates. |
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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
Bus Shelters Limited (Registered number: 01822681) |
Consolidated Profit & Loss Account |
for the Year Ended 30 June 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER | 7,901,657 | 6,753,572 |
Cost of sales | (6,691,128 | ) | (5,797,301 | ) |
GROSS PROFIT | 1,210,529 | 956,271 |
Administrative expenses | (1,049,386 | ) | (982,810 | ) |
OPERATING PROFIT/(LOSS) | 161,143 | (26,539 | ) |
Loan write off | 3 | (180,000 | ) | - |
(18,857 | ) | (26,539 | ) |
Interest receivable & similar income | 11,517 | 6,548 |
(7,340 | ) | (19,991 | ) |
Interest payable and similar expenses |
(162,447 |
) |
(130,335 |
) |
LOSS BEFORE TAXATION | (169,787 | ) | (150,326 | ) |
Tax on loss | 24,000 | 171,825 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (145,787 | ) | 21,499 |
Bus Shelters Limited (Registered number: 01822681) |
Consolidated Balance Sheet |
30 June 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 5 | 3,902,271 | 5,658,735 |
Investments | 6 | - | - |
3,902,271 | 5,658,735 |
CURRENT ASSETS |
Stocks | 75,000 | 77,312 |
Debtors | 7 | 3,381,954 | 3,545,698 |
Cash at bank | 113,950 | 1,028,940 |
3,570,904 | 4,651,950 |
CREDITORS |
Amounts falling due within one year | 8 | 2,137,896 | 2,925,169 |
NET CURRENT ASSETS | 1,433,008 | 1,726,781 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
5,335,279 |
7,385,516 |
CREDITORS |
Amounts falling due after more than one year |
9 |
(1,592,045 |
) |
(2,179,902 |
) |
PROVISIONS FOR LIABILITIES | (194,000 | ) | (599,000 | ) |
NET ASSETS | 3,549,234 | 4,606,614 |
CAPITAL AND RESERVES |
Called up share capital | 100 | 100 |
Non-distributable reserve | 11 | 1,253,292 | 2,398,514 |
Retained earnings | 2,295,842 | 2,208,000 |
SHAREHOLDERS' FUNDS | 3,549,234 | 4,606,614 |
Bus Shelters Limited (Registered number: 01822681) |
Consolidated Balance Sheet - continued |
30 June 2024 |
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 28 March 2025 and were signed on its behalf by: |
R E James - Director |
Bus Shelters Limited (Registered number: 01822681) |
Company Balance Sheet |
30 June 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 5 |
Investments | 6 |
CURRENT ASSETS |
Stocks |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
9 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year |
158,269 |
155,243 |
Bus Shelters Limited (Registered number: 01822681) |
Company Balance Sheet - continued |
30 June 2024 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Bus Shelters Limited (Registered number: 01822681) |
Notes to the Consolidated Financial Statements |
for the Year Ended 30 June 2024 |
1. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The group accounts consolidate the accounts of Bus Shelters Limited and its subsidiary Pixology Outdoor Limited to 30 June 2024. The results of both companies are included in BSW Holdings Limited group accounts. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Tangible fixed assets |
Plant and machinery | - |
Motor vehicles | - |
Plant and machinery includes certain assets recorded at a valuation. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit & 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. |
Bus Shelters Limited (Registered number: 01822681) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
1. | ACCOUNTING POLICIES - continued |
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 sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs |
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. |
2. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
3. | LOAN WRITE OFF |
Inter company balances totalling £180,000 were written off during the year (2023 - £0) |
4. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
Bus Shelters Limited (Registered number: 01822681) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
5. | TANGIBLE FIXED ASSETS |
Group |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 July 2023 | 5,852,480 | 49,800 | 5,902,280 |
Revaluations | (1,660,000 | ) | - | (1,660,000 | ) |
At 30 June 2024 | 4,192,480 | 49,800 | 4,242,280 |
DEPRECIATION |
At 1 July 2023 | 217,089 | 26,456 | 243,545 |
Charge for year | 458,035 | 5,836 | 463,871 |
Revaluation adjustments | (367,407 | ) | - | (367,407 | ) |
At 30 June 2024 | 307,717 | 32,292 | 340,009 |
NET BOOK VALUE |
At 30 June 2024 | 3,884,763 | 17,508 | 3,902,271 |
At 30 June 2023 | 5,635,391 | 23,344 | 5,658,735 |
Cost or valuation at 30 June 2024 is represented by: |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
Valuation in 2022 | 3,123,199 | - | 3,123,199 |
Valuation in 2023 | (5,305 | ) | - | (5,305 | ) |
Valuation in 2024 | (1,660,000 | ) | - | (1,660,000 | ) |
Cost | 2,734,586 | 49,800 | 2,784,386 |
4,192,480 | 49,800 | 4,242,280 |
Plant and machinery includes bus shelters with either static or digital advertising panels. These bus shelters have been revalued by the Directors at 30 June 2024 based on discounted anticipated net revenues receivable by the company under a 15 year agreement which allows the company to sell advertising space on the bus shelters. The net book value of these bus shelters included above was £3,300,000 at 30 June 2024. |
Bus Shelters Limited (Registered number: 01822681) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
5. | TANGIBLE FIXED ASSETS - continued |
Company |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST |
At 1 July 2023 |
and 30 June 2024 |
DEPRECIATION |
At 1 July 2023 |
Charge for year |
At 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
6. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 July 2023 |
and 30 June 2024 |
NET BOOK VALUE |
At 30 June 2024 |
At 30 June 2023 |
Bus Shelters Limited (Registered number: 01822681) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
7. | DEBTORS |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 781,414 | 1,114,217 |
Amounts owed by group undertakings | 833,752 | 1,672,023 |
Other debtors & prepayments | 66,788 | 59,458 |
1,681,954 | 2,845,698 |
Amounts falling due after more than | one year: |
Amounts owed by group undertakings | 1,700,000 | 700,000 |
Aggregate amounts | 3,381,954 | 3,545,698 |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts | 510,912 | 432,236 |
Hire purchase contracts | 163,018 | 165,773 |
Trade creditors | 77,032 | 60,014 |
Taxes & social security costs | 35,440 | 39,556 |
Other creditors & accruals | 1,351,494 | 2,227,590 |
2,137,896 | 2,925,169 |
The hire purchase contracts are secured. |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans | 1,071,004 | 1,530,000 |
Hire purchase contracts | 110,000 | 273,000 |
Other creditors | 411,041 | 376,902 |
1,592,045 | 2,179,902 |
Bus Shelters Limited (Registered number: 01822681) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 June 2024 |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
The hire purchase contracts are secured. |
10. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans | 1,581,916 | 1,962,236 |
11. | RESERVES |
Group |
Non-distributable |
reserve |
£ |
At 1 July 2023 | 2,398,514 |
Arising on revaluation | (1,660,000 | ) |
Deferred tax on revaluation | 381,000 |
Transfer between reserves | (233,629 | ) |
Depreciation eliminated on |
revaluation | 367,407 |
At 30 June 2024 | 1,253,292 |
12. | CONTINGENT LIABILITIES |
There is an unlimited inter company cross guarantee between this company, its ultimate parent undertaking, BSW Holdings Limited, and its fellow subsidiaries, BSW Systems Limited, Pixology Outdoor Limited, Cheadle Glass Systems Limited, Cogent Seating Limited, Cogent Bus & Coach Limited and SMFI Limited. At the balance sheet date the amount of net bank borrowings in respect of these companies was £2,885,654 (2023 - £2,110,069). |
13. | ULTIMATE PARENT UNDERTAKING |
The company's ultimate parent undertaking at the balance sheet date was BSW Holdings Limited. |