Company Registration No. 09300364 (England and Wales)
BPS WARWICK LIMITED
CONSOLIDATED ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
BPS WARWICK LIMITED
COMPANY INFORMATION
DIRECTOR
J R Dibble
SECRETARY
D I Battin
COMPANY NUMBER
09300364
REGISTERED OFFICE
Tachbrook Park Drive
Tachbrook Park
Leamington Spa
Warwickshire
CV34 6RH
AUDITOR
JW Hinks LLP
Chartered Accountants
19 Highfield Road
Edgbaston
Birmingham
B15 3BH
BPS WARWICK LIMITED
CONTENTS
PAGE
Strategic report
1 - 2
Director's report
3 - 4
Director's responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 34
BPS WARWICK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -
The director presents the strategic report for the Year 18 month trading period ended 30 June 2024.
FAIR REVIEW OF THE BUSINESS
We aim to present a balanced and comprehensive review of the development and performance of our group activities during the reporting period and the position at the period end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.
We consider that our key financial performance indicators are those that communicate the financial performance and strength of the Group as a whole, including maintaining margins in a period of volatile inflation, managing stock levels and supporting customers with suitable credit limited during challenging times. We track performance against industry indices to aid focus and understanding of trends across our sector.
Turnover and gross margin of the company were as follows:
Turnover and gross margin of the Group were as follows:
12 months to 30 June 2024 18 months to 30 June 2023
£ £
Turnover 20,322,733 34,631,752
Gross profit 6,255,232 11,140,547
Gross profit (%) 30.78 32.17
The group operates 2 complementary trading businesses. It operates builders’ merchants with kitchen and bathroom centres as well as specialist timber and landscaping centres in Warwickshire and Gloucestershire supplying independent builders and the general public under its BPS brand. It also operates a fencing manufacturing business selling to national and regional fencing contractors under the JGF brand.
Trading performance in the year to 30 June 2024
The fencing manufacturing business performed well in the second half of the financial year after a challenging autumn 2023. Investment in new machinery assisted with efficiency improvement. Optimising stock levels and mix remained a priority and difficult with residual issues in timber mills stock availability, pricing and uncertain lead times. The builders merchant business was subject to a Strategic Review commencing in 2023 after a period of unsatisfactory trading and turnover contracted by 11% during the year with the sale of 2 branches.
Business Environment in the year to June 2024
The Group’s sectors continued to experience subdued conditions with ongoing pressure on costs of labour and timber. With Bank of England Base rate at 5.25% for much of the year, consumer ability or willingness to move or improve housing and garden facilities and there was no significant increase in new build housing, the main driver for fencing sales alongside weather conditions. The Board’s expectations for the year were that the environment was going to cause trading losses for BPS for the financial period and beyond. The strategic review therefore needed to consider persistence of these conditions in to 2025 and plan accordingly whilst continuing to maintain standards of customer service, product availability and optimising the working environment for staff, continuing to provide opportunity for progression and skills development.
The group divested of 2 freeholds in the year to reduce indebtedness and borrowing costs. The branch sales included one onerous leasehold and both generated good asset values plus goodwill as well as securing the full transfer of staff.
Since the period end, the Board has implemented the second stage of the transformation plan with the exit of underused property in Leamington Spa enabling the repayment of all bank borrowing and consolidation in to the main property estate to provide a full service superstore. That transaction was followed by the sale of the business and assets of a further 3 branches. The group has therefore materially reduced in size and restructured its balance sheet such that it carries substantial cash balances, has no debt and retains its prime freehold property.
BPS WARWICK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
J R Dibble
DIRECTOR
29 May 2025
BPS WARWICK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
The director presents his annual report and financial statements for the Year ended 30 June 2024.
DIRECTOR
The director who held office during the Year and up to the date of signature of the financial statements was as follows:
J R Dibble
E M Dibble
(Resigned 24 October 2023)
RESULTS AND DIVIDENDS
The results for the Year are set out on page 9.
Ordinary dividends were paid amounting to £27,645. The director does not recommend payment of a further dividend.
FINANCIAL INSTRUMENTS
Financial risk management objectives and policies
The group's principal financial instruments comprise cash and bank loans. The main purpose of these financial instruments is to raise finance for the group's operations and expansion plans. The group has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. The group does not enter into derivative transactions.
It is, and has been throughout the period under review, the group's policy that no trading in financial instruments shall be undertaken. The main risks arising from the group's financial instruments are interest rate risk, credit risk and liquidity risk. The board reviews and agrees policies for managing each of these risks and they are summarised below.
Liquidity risk
The group now operates without the need for any debt facilities and retains ample cash balances to support working capital requirements for the new business structure.
Interest rate risk
The group has no exposure to interest rates as it has no direct borrowing and does not expect to require any.
Credit risk
The group trades with only recognised, credit worthy third parties. It is the group policy that all customers who wish to trade on credit terms are subject to credit vetting procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the group's exposure to bad debts is minimal.
POST REPORTING DATE EVENTS
As noted in the Strategic Report, the group has sold three BPS trading branches after the financial year end which included one freehold and two leaseholds. A further freehold was sold. All assets were sold in excess of balance sheet values. The company’s bankers require only a debenture to support ongoing operational banking facilities and all other legal mortgage charges and guarantees have been satisfied.
A freehold property was sold for £1.92m in November 2024. The business and assets of 3 branches sold in December 2024 were sold above carrying asset value which is not disclosable under the terms of the sale agreement.
AUDITOR
The auditor, JW Hinks LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
BPS WARWICK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
STATEMENT OF DISCLOSURE TO AUDITOR
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
On behalf of the board
J R Dibble
DIRECTOR
29 May 2025
BPS WARWICK LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
- 5 -
The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
BPS WARWICK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BPS WARWICK LIMITED
- 6 -
OPINION
We have audited the financial statements of BPS Warwick Limited (the 'parent company') and its subsidiaries (the 'group') for the Year ended 30 June 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 the parent company's affairs as at 30 June 2024 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 director's 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 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 director with respect to going concern are described in the relevant sections of this report.
OTHER INFORMATION
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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. 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.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the director's report for the financial Year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the director's report have been prepared in accordance with applicable legal requirements.
BPS WARWICK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BPS WARWICK LIMITED
- 7 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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 DIRECTOR
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.
AUDITOR'S 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements and discussed the policies and procedures regarding compliance.
Specific areas considered were as follows:
Enquiring with management and others to gain an understanding of the organisation itself including operations, financial reporting and known fraud or error.
Evaluating and understanding the internal control system.
Performing analytical procedures as expected or unexpected variances in account balances or classes of transactions appear.
Testing documentation supporting account balances or classes of transactions.
Observing the physical stock count where appropriate.
Confirming accounts receivable and other accounts as appropriate.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected all irregularities including those leading to material misstatements in the financial statements or non-compliance with regulation, even though we have properly planned and performed our audit in accordance with auditing standards.
This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
BPS WARWICK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BPS WARWICK LIMITED
- 8 -
USE OF OUR REPORT
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's 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.
MARCUS ROSE FCA CTA (SENIOR STATUTORY AUDITOR)
FOR AND ON BEHALF OF JW HINKS LLP
CHARTERED ACCOUNTANTS
STATUTORY AUDITOR
19 Highfield Road
Birmingham
Edgbaston
B15 3BH
29 May 2025
BPS WARWICK LIMITED
CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
Year
Period
ended
from
30 June
1 January 2022 to 30 June
2024
2023
Notes
£
£
Turnover
4
20,322,733
34,631,752
Cost of sales
(14,067,501)
(23,491,205)
GROSS PROFIT
6,255,232
11,140,547
Administrative expenses
(7,329,073)
(11,497,271)
Other operating income
31,567
3,600
OPERATING LOSS
5
(1,042,274)
(353,124)
Interest payable and similar expenses
9
(185,088)
(211,697)
LOSS BEFORE TAXATION
(1,227,362)
(564,821)
Taxation
10
61,500
(19,705)
LOSS FOR THE FINANCIAL YEAR
26
(1,165,862)
(584,526)
OTHER COMPREHENSIVE INCOME
Revaluation of tangible fixed assets
3,441,305
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
(1,165,862)
2,856,779
Total comprehensive income for the Year is all attributable to the owners of the parent company.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
BPS WARWICK LIMITED
GROUP BALANCE SHEET
- 10 -
2024
2023
Notes
£
£
£
£
FIXED ASSETS
Negative goodwill
12
Tangible assets
13
7,443,582
9,517,152
Investments
14
21,100
21,100
7,464,682
9,538,252
CURRENT ASSETS
Stocks
15
2,809,686
3,959,546
Debtors
17
2,478,152
3,242,180
Cash at bank and in hand
771,349
179,203
6,059,187
7,380,929
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
18
(4,363,182)
(6,436,167)
Net current assets
1,696,005
944,762
TOTAL ASSETS LESS CURRENT LIABILITIES
9,160,687
10,483,014
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
19
(493,403)
(560,723)
PROVISIONS FOR LIABILITIES
(7,800)
(69,300)
NET ASSETS
8,659,484
9,852,991
CAPITAL AND RESERVES
Called up share capital
24
29,707
29,707
Revaluation reserve
25
2,661,170
3,441,305
Profit and loss reserves
26
5,968,607
6,381,979
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY
8,659,484
9,852,991
The financial statements were approved by the board of directors and authorised for issue on 29 May 2025 and are signed on its behalf by:
29 May 2025
J R Dibble - Director
BPS WARWICK LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 11 -
30 June 2024
1 January 2022 to 30 June 2023
Notes
£
£
£
£
FIXED ASSETS
Investments
14
1,305,671
1,305,671
1,305,671
1,305,671
CURRENT ASSETS
Cash at bank and in hand
2,446
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
18
(1,039,213)
(1,267,080)
NET CURRENT LIABILITIES
(1,036,767)
(1,267,080)
NET ASSETS
268,904
38,591
CAPITAL AND RESERVES
Called up share capital
24
29,707
29,707
Profit and loss reserves
26
239,197
8,884
TOTAL EQUITY
268,904
38,591
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £257,958 (2023 - £172,884 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 29 May 2025 and are signed on its behalf by:
29 May 2025
J R Dibble
DIRECTOR
Company registration number 09300364 (England and Wales)
BPS WARWICK LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
29,707
7,132,375
7,162,082
PERIOD ENDED 30 JUNE 2023:
Loss for the period
-
-
(584,526)
(584,526)
Other comprehensive income:
Revaluation of tangible fixed assets
-
3,441,305
-
3,441,305
Total comprehensive income for the period
-
3,441,305
(584,526)
2,856,779
Dividends
11
-
-
(165,870)
(165,870)
BALANCE AT 30 JUNE 2023
29,707
3,441,305
6,381,979
9,852,991
PERIOD ENDED 30 JUNE 2024:
Loss and total comprehensive income for the period
-
-
(1,165,862)
(1,165,862)
Dividends
11
-
-
(27,645)
(27,645)
Transfers
-
-
780,135
780,135
Other
-
(780,135)
-
(780,135)
BALANCE AT 30 JUNE 2024
29,707
2,661,170
5,968,607
8,659,484
BPS WARWICK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
BALANCE AT 1 JANUARY 2022
29,707
1,870
31,577
PERIOD ENDED 30 JUNE 2023:
Profit and total comprehensive income for the period
-
172,884
172,884
Dividends
11
-
(165,870)
(165,870)
BALANCE AT 30 JUNE 2023
29,707
8,884
38,591
PERIOD ENDED 30 JUNE 2024:
Profit and total comprehensive income for the period
-
257,958
257,958
Dividends
11
-
(27,645)
(27,645)
BALANCE AT 30 JUNE 2024
29,707
239,197
268,904
BPS WARWICK LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
2024
2023
Notes
£
£
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations
33
718,823
156,236
Interest paid
(185,088)
(211,697)
Net cash inflow/(outflow) from operating activities
533,735
(55,461)
INVESTING ACTIVITIES
Proceeds from disposal of intangibles
410,000
-
Purchase of tangible fixed assets
(264,650)
(116,759)
Proceeds from disposal of tangible fixed assets
2,349,962
21,033
Net cash generated from/(used in) investing activities
2,495,312
(95,726)
FINANCING ACTIVITIES
Repayment of bank loans
(313,484)
(468,203)
Payment of finance leases obligations
(26,344)
(18,057)
Dividends paid to equity shareholders
(27,645)
(165,870)
Net cash used in financing activities
(367,473)
(652,130)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
2,661,574
(803,317)
Cash and cash equivalents at beginning of Year
(1,890,225)
(1,086,908)
CASH AND CASH EQUIVALENTS AT END OF YEAR
771,349
(1,890,225)
RELATING TO:
Cash at bank and in hand
771,349
179,203
Bank overdrafts included in creditors payable within one year
-
(2,069,428)
BPS WARWICK LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
2024
2023
Notes
£
£
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Cash absorbed by operations
34
(248,093)
(26,180)
INVESTING ACTIVITIES
Dividends received
281,655
186,709
NET CASH GENERATED FROM INVESTING ACTIVITIES
281,655
186,709
FINANCING ACTIVITIES
Dividends paid to equity shareholders
(27,645)
(165,870)
NET CASH USED IN FINANCING ACTIVITIES
(27,645)
(165,870)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
5,917
(5,341)
Cash and cash equivalents at beginning of Year
(3,471)
1,870
CASH AND CASH EQUIVALENTS AT END OF YEAR
2,446
(3,471)
RELATING TO:
Cash at bank and in hand
2,446
Bank overdrafts included in creditors payable within one year
-
(3,471)
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
1
ACCOUNTING POLICIES
COMPANY INFORMATION
BPS Warwick Limited is a company limited by shares incorporated in England and Wales. The registered office is Tachbrook Park Drive, Tachbrook Park, Leamington Spa, Warwickshire, CV34 6RH.
The Group consists of BPS Warwick Limited and all of its subsidiaries.
1.1
ACCOUNTING CONVENTION
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £257,958 (2023 - £172,884 profit).
The current year amounts to the year ended 30 June 2024 presented in the financial statements (including the related notes) are not entirely comparable as the comparatives relate to an 18 month period to 30 June 2023. The period was extended as part of an internal reorganisation.
1.2
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate those of BPS Warwick Limited and all of its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. All financial statements are made up to 30 June 2024.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.
The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.
The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the period following the acquisition date.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
ACCOUNTING POLICIES
(Continued)
- 17 -
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
1.3
GOING CONCERN
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.4
TURNOVER
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.5
INTANGIBLE FIXED ASSETS - GOODWILL
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Negative goodwill arising on the consolidation of BPS Warwick Limited is considered to have a finite useful life and has been amortised in full.
Goodwill from the acquisition of a business in 2010 has been amortised evenly over its estimated useful life of ten years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
Computer development
50% on cost
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
ACCOUNTING POLICIES
(Continued)
- 18 -
1.6
TANGIBLE FIXED ASSETS
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2% on cost and not provided
Leasehold land and buildings
2% on cost
Plant and equipment
25% on cost
Plant and machinery
20% on reducing balance and at varying rates on cost
Computer equipment
33% on reducing balance
Motor vehicles
25% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.7
IMPAIRMENT OF FIXED ASSETS
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.8
STOCKS
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
ACCOUNTING POLICIES
(Continued)
- 19 -
1.10
FINANCIAL INSTRUMENTS
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
ACCOUNTING POLICIES
(Continued)
- 20 -
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.11
EQUITY INSTRUMENTS
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.12
TAXATION
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
ACCOUNTING POLICIES
(Continued)
- 21 -
1.13
EMPLOYEE BENEFITS
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
RETIREMENT BENEFITS
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
LEASES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
2
CHANGE IN ACCOUNTING POLICY
During the period ended 30 June 2023, the group changed its accounting policy in respect of freehold property valuation from the cost model to the revaluation model. This change in policy has been done so that the financial statements can provide reliable and more relevant information.
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
3
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
CRITICAL JUDGEMENTS
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Valuation of stock
Goods for resale are valued on a moving average basis using the cost of the stock. The year end valuation is calculated using the average cost and the physical stock held.
KEY SOURCES OF ESTIMATION UNCERTAINTY
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Provision for stock
A provision is included in the accounts for stock that has not moved in the last 12 months. Each line is categorised and an appropriate stock is provision is applied based on changes in trends and tastes.
4
TURNOVER AND OTHER REVENUE
An analysis of the group's turnover is as follows:
2024
2023
£
£
TURNOVER ANALYSED BY CLASS OF BUSINESS
Building and plumbing supplies
16,492,182
27,685,757
Manufacture and supply of fence panels
3,830,551
6,945,995
20,322,733
34,631,752
2024
2023
£
£
TURNOVER ANALYSED BY GEOGRAPHICAL MARKET
United Kingdom
20,322,733
34,631,752
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 23 -
5
OPERATING LOSS
2024
2023
£
£
Operating loss for the period is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
215,573
403,101
Depreciation of tangible fixed assets held under finance leases
26,804
-
Loss/(profit) on disposal of tangible fixed assets
84,354
(21,033)
Profit on disposal of intangible assets
(410,000)
-
Operating lease charges
972,387
1,545,908
6
AUDITOR'S REMUNERATION
2024
2023
Fees payable to the company's auditor and associates:
£
£
FOR AUDIT SERVICES
Audit of the financial statements of the group and company
4,500
4,300
Audit of the financial statements of the company's subsidiaries
16,300
37,000
20,800
41,300
FOR OTHER SERVICES
All other non-audit services
5,000
7,500
7
EMPLOYEES
The average monthly number of persons (including directors) employed by the group and company during the Year was:
2024
2023
Number
Number
Directors
6
6
Sales and administration
123
141
129
147
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
3,581,768
5,742,625
Social security costs
337,653
548,365
Pension costs
227,884
351,771
4,147,305
6,642,761
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 24 -
8
DIRECTOR'S REMUNERATION
2024
2023
£
£
Remuneration for qualifying services
108,558
70,000
Company pension contributions to defined contribution schemes
28,000
53,000
136,558
123,000
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023: 2).
9
INTEREST PAYABLE AND SIMILAR EXPENSES
2024
2023
£
£
INTEREST ON FINANCIAL LIABILITIES MEASURED AT AMORTISED COST:
Interest on bank overdrafts and loans
12,193
2,594
Other interest on financial liabilities
167,102
198,473
179,295
201,067
OTHER FINANCE COSTS:
Interest on finance leases and hire purchase contracts
5,793
10,630
Total finance costs
185,088
211,697
10
TAXATION
2024
2023
£
£
DEFERRED TAX
Origination and reversal of timing differences
(61,500)
19,705
The actual (credit)/charge for the Year can be reconciled to the expected credit for the Year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(1,227,362)
(564,821)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(306,841)
(107,316)
Tax effect of expenses that are not deductible in determining taxable profit
42,654
77,023
Unutilised tax losses carried forward
439,415
(24,602)
Capital allowances in excess of depreciation
(175,228)
54,895
Deferred tax movement
(61,500)
19,705
Taxation (credit)/charge
(61,500)
19,705
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 25 -
11
DIVIDENDS
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
27,645
165,870
12
INTANGIBLE FIXED ASSETS
GROUP
Goodwill
Computer development
Total
£
£
£
COST
At 1 July 2023 and 30 June 2024
399,601
32,700
432,301
AMORTISATION AND IMPAIRMENT
At 1 July 2023 and 30 June 2024
399,601
32,700
432,301
CARRYING AMOUNT
At 30 June 2024
At 30 June 2023
13
TANGIBLE FIXED ASSETS
GROUP
Freehold land and buildings
Leasehold land and buildings
Plant and equipment
Motor vehicles
Total
£
£
£
£
£
COST OR VALUATION
At 1 July 2023
9,005,000
286,296
1,873,513
12,800
11,177,609
Additions
5,196
2,395
172,441
423,091
603,123
Disposals
(2,350,000)
(100,920)
(213,014)
(2,663,934)
At 30 June 2024
6,660,196
187,771
1,832,940
435,891
9,116,798
DEPRECIATION AND IMPAIRMENT
At 1 July 2023
101,436
1,552,088
6,933
1,660,457
Depreciation charged in the Year
107,954
12,394
93,305
28,724
242,377
Eliminated in respect of disposals
(18,222)
(26,007)
(185,389)
(229,618)
At 30 June 2024
89,732
87,823
1,460,004
35,657
1,673,216
CARRYING AMOUNT
At 30 June 2024
6,570,464
99,948
372,936
400,234
7,443,582
At 30 June 2023
9,005,000
184,860
321,425
5,867
9,517,152
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
13
TANGIBLE FIXED ASSETS
(Continued)
- 26 -
Included in the cost of freehold property is freehold land of £1,925,613 (30 June 2023 - £1,925,613) which is not depreciated.
Land and buildings with a carrying amount of £ £6,655,000 were revalued by as follows:
1) Tachbrook Park - FHP on 15 September 2023
2) Shipston - Innes England on 13 December 2023
3) Hermes Close - Innes England on 14 December 2023
The independent valuers were not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.
The revaluation surplus is disclosed in note 25.
The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:
2024
2023
£
£
GROUP
Cost
5,480,041
7,715,412
Accumulated depreciation
(1,466,438)
(1,764,252)
Carrying value
4,013,603
5,951,160
14
FIXED ASSET INVESTMENTS
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
32
1,305,671
1,305,671
Unlisted investments
21,100
21,100
21,100
21,100
1,305,671
1,305,671
15
STOCKS
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
2,809,686
3,959,546
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 27 -
16
FINANCIAL INSTRUMENTS
Group
Company
2024
2023
2024
2023
£
£
£
£
CARRYING AMOUNT OF FINANCIAL ASSETS
Debt instruments measured at amortised cost
2,003,158
2,597,748
-
-
Equity instruments measured at cost less impairment
21,100
21,100
-
-
CARRYING AMOUNT OF FINANCIAL LIABILITIES
Measured at amortised cost
4,759,463
6,587,559
1,039,213
1,267,080
17
DEBTORS
Group
Company
2024
2023
2024
2023
AMOUNTS FALLING DUE WITHIN ONE YEAR:
£
£
£
£
Trade debtors
1,989,426
2,585,328
Other debtors
13,732
12,420
Prepayments and accrued income
474,994
644,432
2,478,152
3,242,180
-
-
18
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
328,774
2,387,887
3,471
Obligations under finance leases
21
67,694
Trade creditors
3,465,044
3,212,181
Amounts owed to group undertakings
1,039,213
1,263,609
Other taxation and social security
97,122
409,331
-
-
Other creditors
113,980
135,411
Accruals and deferred income
290,568
291,357
4,363,182
6,436,167
1,039,213
1,267,080
19
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
20
236,924
560,723
Obligations under finance leases
21
244,435
Other creditors
12,044
493,403
560,723
-
-
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
20
LOANS AND OVERDRAFTS
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
565,698
879,182
Bank overdrafts
2,069,428
3,471
565,698
2,948,610
-
3,471
Payable within one year
328,774
2,387,887
3,471
Payable after one year
236,924
560,723
Building and Plumbing Supplies Limited
HSBC Bank Plc held a legal mortgage dated 20 September 2011 over the freehold property known as land at Shannon Way, Tewkesbury. This security was satisfied on the 25 March 2025.
HSBC Bank Plc Multilateral Guarantee dated 2 June 2016 given by BPS Warwick Limited, Building Plumbing Supplies Limited, John Grimes Fencing Limited and Dibble Developments Limited. This security was satisfied on the 20 March 2025.
HSBC Bank Plc held a legal mortgage dated 1 December 2014 over the freehold property known as land at Tachbrook Park Estate, Leamington Spa. This security was satisfied on the 25 March 2025.
They also hold a debenture including a fixed charge over all present freehold and leasehold property. First fixed charge over book and other debts, chattels, goodwill and uncalled capital. both present and future, and first floating charge over all assets and undertaking both present and future dated 19 May 2010. This security was part satisfied on the 28 January 2025.
They also held a legal mortgage over the freehold property known as unit 5A and plot 5B, Waterloo Industrial Estate, Waterloo Road, Bidford-on-Avon, Alcester, B50 4JH dated 8 February 2019. This security was satisfied on the 11 December 2024.
They also held a legal charge dated 2 February 2024 over Unit 5 Hermes court and Unit 1 Shipston. This security was satisfied on the 30 January 2025.
Hire purchase liabilities are secured against the asset purchased.
21
FINANCE LEASE OBLIGATIONS
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
67,694
In two to five years
244,435
312,129
-
-
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 29 -
22
DEFERRED TAXATION
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
2024
2023
GROUP
£
£
ACAs
7,800
69,300
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
MOVEMENTS IN THE YEAR:
£
£
Liability at 1 July 2023
69,300
-
Credit to profit or loss
(61,500)
-
Liability at 30 June 2024
7,800
-
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
23
RETIREMENT BENEFIT SCHEMES
2024
2023
DEFINED CONTRIBUTION SCHEMES
£
£
Charge to profit or loss in respect of defined contribution schemes
227,884
351,771
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 30 -
24
SHARE CAPITAL
Group and company
2024
2023
ORDINARY SHARE CAPITAL
£
£
ISSUED AND FULLY PAID
13,541 Ordinary A shares of £1 each
13,541
13,541
1,515 Ordinary B shares of £1 each
1,515
1,515
7,884 Ordinary C shares of £1 each
7,884
7,884
4,884 Ordinary D shares of £1 each
4,884
4,884
1,883 Ordinary E shares of £1 each
1,883
1,883
29,707
29,707
25
REVALUATION RESERVE
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the Year
3,441,305
Revaluation surplus arising in the year
3,441,305
Other movements
(780,135)
-
-
-
At the end of the Year
2,661,170
3,441,305
-
26
PROFIT AND LOSS RESERVES
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the Year
6,381,979
7,132,375
8,884
1,870
Profit/(loss) for the Year
(1,165,862)
(584,526)
257,958
172,884
Dividends
(27,645)
(165,870)
(27,645)
(165,870)
Transfer to reserves
780,135
-
-
-
At the end of the Year
5,968,607
6,381,979
239,197
8,884
27
CONTROLLING PARTY
The Group is controlled by the Dibble family by virtue of them owning 100% of the issued share capital in BPS Warwick Limited.
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 31 -
28
OPERATING LEASE COMMITMENTS
LESSEE
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
353,423
319,616
-
-
Between two and five years
1,112,545
985,875
-
-
In over five years
882,333
129,333
-
-
2,348,301
1,434,824
-
-
29
CAPITAL COMMITMENTS
Amounts contracted for but not provided in the financial statements:
Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
345,086
315,896
-
-
30
EVENTS AFTER THE REPORTING DATE
As noted in the Strategic Report, the business has sold 3 trading branches after the financial year end which included one freehold and two leaseholds. A further freehold was sold for £1.92m in November 2024. All assets were sold in excess of balance sheet values. The company’s bankers require only a debenture to support ongoing operational banking facilities and all other legal mortgage charges and guarantees have been satisfied.
The business and assets of 3 branches sold in December 2024 were sold above carrying asset value which is not disclosable under the terms of the sale agreement.
31
RELATED PARTY TRANSACTIONS
REMUNERATION OF KEY MANAGEMENT PERSONNEL
The remuneration of key management personnel is as follows.
2024
2023
£
£
Aggregate compensation
453,899
537,073
OTHER INFORMATION
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
31
RELATED PARTY TRANSACTIONS
(Continued)
- 32 -
The company has taken advantage of exemption of Section 33 of FRS 102 Related Party Disclosures, not to disclose related party transactions with wholly owned subsidiaries within the group.
Building and Plumbing Supplies Limited
J R Dibble is a director of the company and purchased goods at arms length amounting to £1,373 during the period (2023: £32,346). At 30 June 2024 the amount due from J R Dibble was £215 (2023: £44,892).
E M Dibble was a director of the company and purchased goods at arms length amounting to £105 during the period (2023: £316). At 30 June 2024 the amount due from E M Dibble was £54 (2023: £1,760).
G N Stanley is a director of the company and purchased goods at arms length amounting to £403 during the period (2023: £154). At 30 June 2024 the amount due from G N Stanley was £8 (2023: £3).
D I Battin is a director of the company and purchased goods at arms length amounting to £218 during the period (2023: £295). At 30 June 2024 the amount due from D I Battin was £nil (2023: £53).
M Cook is a director of the company and purchased goods at arms length amounting to £1,139 during the period (2023: £188). At 30 June 2024 the amount due from M Cook was £186 (2023: £98).
A Collins is a director of the company and purchased goods at arms length amounting to £664 during the period (2023: £1,340). At 30 June 2024 the amount due from A Collins was £69 (2023: £2).
John Grimes Fencing Limited
As at 30 June 2024 an amount of £61,950 (2023: £Nil) was due to The Building and Plumbing Supplies Limited SSAS from John Grimes Fencing Limited. The scheme also charged rent of £124,661 (2023: £177,374 for 18 months) to John Grimes Fencing Limited for the year.
The Building and Plumbing Supplies Limited SSAS owns the premises from which John Grimes Fencing Limited trades from and the SSAS is controlled by the Dibble family.
32
SUBSIDIARIES
Details of the company's subsidiaries at 30 June 2024 are as follows:
Name of undertaking and country of
Nature of business
Class of
% Held
incorporation or residency
shareholding
Direct
Indirect
Building and Plumbing Supplies Limited
England
Building and plumbing supplies
Ordinary
100.00
0
Dibble Developments Limited
England
Dormant
Ordinary
100.00
0
John Grimes Fencing Limited
England
Manufacture and supply of fencing panels
Ordinary
100.00
0
John Grimes Sawmills Limited
England
Dormant
Ordinary
100.00
0
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 33 -
33
CASH GENERATED FROM GROUP OPERATIONS
2024
2023
£
£
Loss after taxation
(1,165,862)
(584,526)
ADJUSTMENTS FOR:
Taxation (credited)/charged
(61,500)
19,705
Finance costs
185,088
211,697
Loss/(gain) on disposal of tangible fixed assets
84,354
(21,033)
Gain on disposal of intangible assets
(410,000)
-
Depreciation and impairment of tangible fixed assets
242,377
790,566
MOVEMENTS IN WORKING CAPITAL:
Decrease/(increase) in stocks
1,149,860
(513,058)
Decrease/(increase) in debtors
764,028
(1,002,224)
(Decrease)/increase in creditors
(69,522)
1,255,109
CASH GENERATED FROM OPERATIONS
718,823
156,236
34
CASH ABSORBED BY OPERATIONS - COMPANY
2024
2023
£
£
Profit after taxation
257,958
172,884
ADJUSTMENTS FOR:
Investment income
(281,655)
(186,709)
MOVEMENTS IN WORKING CAPITAL:
Decrease in creditors
(224,396)
(12,355)
CASH ABSORBED BY OPERATIONS
(248,093)
(26,180)
35
ANALYSIS OF CHANGES IN NET DEBT - GROUP
1 July 2023
Cash flows
New finance leases
30 June 2024
£
£
£
£
Cash at bank and in hand
179,203
592,146
-
771,349
Bank overdrafts
(2,069,428)
2,069,428
-
(1,890,225)
2,661,574
-
771,349
Borrowings excluding overdrafts
(879,182)
313,484
-
(565,698)
Obligations under finance leases
-
26,344
(338,473)
(312,129)
(2,769,407)
3,001,402
(338,473)
(106,478)
BPS WARWICK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 34 -
36
ANALYSIS OF CHANGES IN NET FUNDS/(DEBT) - COMPANY
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
-
2,446
2,446
Bank overdrafts
(3,471)
3,471
(3,471)
5,917
2,446
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