| REGISTERED NUMBER: |
| Strategic Report, Report of the Director and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Bristol Fluid System Technologies |
| Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Director and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| Bristol Fluid System Technologies |
| Limited |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Contents of the Financial Statements |
| for the year ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Director | 3 |
| Report of the Independent Auditors | 5 |
| Income Statement | 8 |
| Other Comprehensive Income | 9 |
| Balance Sheet | 10 |
| Statement of Changes in Equity | 11 |
| Cash Flow Statement | 12 |
| Notes to the Cash Flow Statement | 13 |
| Notes to the Financial Statements | 14 |
| Bristol Fluid System Technologies |
| Limited |
| Company Information |
| for the year ended 31 December 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| & Statutory Auditors |
| St George's Court |
| Winnington Avenue |
| Northwich |
| Cheshire |
| CW8 4EE |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Strategic Report |
| for the year ended 31 December 2024 |
| The director presents his strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| On the 8th April 2024, the company completed the acquisition of the the business and trading assets of Manchester Fluid System Technologies Ltd. The acquisition aligns with our strategic goal of providing fluid system expertise across an expanded service territory and strengthens our presence in core markets. |
| The Director reports that whilst trading conditions remain challenging, particularly regarding domestic economic uncertainty, Global unrest, cost of living and inflationary pressures, the company continues to progress in line with forecast and its long-term business plan. Sales for the year showed an increase of 51% over the prior year despite a core market continuing to show lower than expected growth. The Director is however pleased to report that a number of emerging markets, where sizable investments have been made to establish a strong position, are likely to generate healthy growth in the period 2027-30. |
| Despite these difficult trading conditions, the company has retained a consistent gross margin when compared to the prior year. The company continues to control its underlying operational costs whilst maintaining its commitment to expenditure and investment that is required to crystallise future growth opportunities. The company continues to invest in its facilities, technology and the training and development of its employees. |
| Revenue, OTIF, Number of NCR's, and other key performance indicators, remained consistent with the prior year. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The greatest area of uncertainty relates to the global scarcity of certain raw materials and manufacturing capacity. Significant investment in stockholding has mitigated the impact of these supply chain challenges and remains a focus for the executive team. |
| The company represents the Swagelok brand, selling, servicing and distributing products manufactured by them. The company imports the majority of these products from the USA and, as such, pricing has some exposure to USD:GBP exchange rates. |
| The company's wide and diverse customer base combined with a broadening of the company's product and service offering present significant opportunities for future business growth. The Executive Team is committed to investing the capital required to support the long- term business plan. |
| The company is continually assessing the external risks that are faced and continues to plan appropriately to mitigate any potential adverse effects. This program is part of the formal capability and risk assessment that are reviewed regularly by the executive team including external advisors where appropriate. |
| ON BEHALF OF THE BOARD: |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Report of the Director |
| for the year ended 31 December 2024 |
| The director presents his report with the financial statements of the company for the year ended 31 December 2024. |
| DIVIDENDS |
| Interim dividends of £nil (2023: £420,000) were paid during the year to 31 December 2024. |
| DIRECTOR |
| POLITICAL DONATIONS AND EXPENDITURE |
| There were no political donations or expenditure incurred during the year. |
| FINANCIAL STATEMENT RISKS |
| The financial statement risks affecting the company relate to cashflow risk, credit risk, liquidity risk and foreign currency risk. |
| Cashflow risk is the risk that sufficient levels of cash do not flow into the business to allow working capital requirements to be met in a timely manner. Timing of cash inflows and cash outflows is achieved by continuous close management with customers and suppliers. Management reviews financial information on a regular basis to determine whether further measures are needed to ensure sufficient cash is available to the business. |
| Credit risk is the risk that the company will not receive full settlement on amounts due from customers. This risk is managed actively through effective management of supply contracts with both clients and supply chain partners. The company also has customer credit insurance. |
| Liquidity risk is the risk that the company will not have sufficient funds to carry out its short- and longer-term objectives. The company manages its funding requirements through the retention of cash arising from its operating activities and intercompany funds. |
| Foreign currency risk is the risk that on settlement of contractual balances, the company will incur losses because of a fall in the value of the company's functional currencies against that of the counter party. |
| STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
| The director is responsible for preparing the Strategic Report, the Report of the Director 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 company and of the profit or loss of the company 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; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he 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 company's auditors are aware of that information. |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Report of the Director |
| for the year ended 31 December 2024 |
| AUDITORS |
| The auditors, Bennett Brooks & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Bristol Fluid System Technologies |
| Limited |
| Opinion |
| We have audited the financial statements of Bristol Fluid System Technologies Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 qualified 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 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 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 director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Director 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director. |
| 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: |
| - returns adequate for our audit have not been received from branches not visited by us; or |
| - the financial statements are not in agreement with the accounting records and returns; or |
| - certain disclosures of director's remuneration specified by law are not made |
| Report of the Independent Auditors to the Members of |
| Bristol Fluid System Technologies |
| Limited |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page three, 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 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 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 company or to cease operations, or has no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and regulations which govern the preparation of financial statements, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue, through management bias in manipulation of accounting estimates or accounting for significant transactions outside the normal course of business. Audit procedures performed included: |
| -Enquiry of management around actual and potential litigation and claims and instances of non-compliance with laws and regulations; |
| - Auditing the risk of management override of controls, through testing journal entries and other adjustments for appropriateness, testing accounting estimates (because of the risk of management bias), and evaluating the business rationale of significant transactions outside the normal course of business; and |
| - Reviewing financial statement disclosures and agreeing to supporting documentation to assess compliance with applicable laws and regulations. |
| There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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. |
| 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. |
| Report of the Independent Auditors to the Members of |
| Bristol Fluid System Technologies |
| Limited |
| 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 Auditors |
| St George's Court |
| Winnington Avenue |
| Northwich |
| Cheshire |
| CW8 4EE |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Income Statement |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Distribution costs | ( |
) | ( |
) |
| Administrative expenses | ( |
) | ( |
) |
| 1,702,972 | 2,084,388 |
| Other operating income |
| OPERATING PROFIT | 4 |
| Amounts written off |
| investments | 5 | ( |
) |
| 1,571,106 | 2,084,388 |
| Amounts written off related |
| party balances | 6 | - | (232,128 | ) |
| 1,571,106 | 1,852,260 |
| Interest payable and similar expenses | 7 | ( |
) | ( |
) |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 | ( |
) | ( |
) |
| PROFIT FOR THE FINANCIAL YEAR |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Other Comprehensive Income |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Balance Sheet |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Stocks | 13 |
| Debtors | 14 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 15 | ( |
) | ( |
) |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 16 | ( |
) |
| PROVISIONS FOR LIABILITIES | 20 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Retained earnings | 22 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the director and authorised for issue on |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Statement of Changes in Equity |
| for the year ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Dividends | - | ( |
) | ( |
) |
| Total transactions with owners, recognised directly in equity |
- |
(420,000 |
) |
(420,000 |
) |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Total transactions with owners, recognised directly in equity |
- |
- |
- |
| Balance at 31 December 2024 |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Cash Flow Statement |
| for the year ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Interest paid | ( |
) |
| Tax paid | ( |
) | ( |
) |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | ( |
) | ( |
) |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Sale of tangible fixed assets |
| Purchase of Trading assets | (6,596,368 | ) | - |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| New loans in year |
| Interest paid | ( |
) | ( |
) |
| Amount introduced by directors | 115 | 420,000 |
| Amount withdrawn by directors | (568,538 | ) | (368,586 | ) |
| Equity dividends paid | ( |
) |
| Net cash from financing activities | ( |
) |
| Increase in cash and cash equivalents |
| Cash and cash equivalents at beginning of year | 2 | 255,391 |
| Cash and cash equivalents at end of year | 2 | 2,388,190 | 1,242,216 |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Cash Flow Statement |
| for the year ended 31 December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Profit before taxation |
| Depreciation charges |
| Impairment to fixed asset investments | 189,000 | - |
| Finance costs | 485,342 | 64,328 |
| 1,986,743 | 1,988,476 |
| (Increase)/decrease in stocks | ( |
) |
| Decrease in trade and other debtors |
| Increase/(decrease) in trade and other creditors | ( |
) |
| Cash generated from operations |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 2,388,190 | 1,242,216 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 1,242,216 | 255,391 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT) |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 1,242,216 | 1,145,974 | 2,388,190 |
| 1,242,216 | 2,388,190 |
| Debt |
| Debts falling due within 1 year | (300,000 | ) | (5,025,000 | ) | (5,325,000 | ) |
| Debts falling due after 1 year | (275,000 | ) | 275,000 | - |
| (575,000 | ) | (4,750,000 | ) | (5,325,000 | ) |
| Total | 667,216 | (3,604,026 | ) | (2,936,810 | ) |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements |
| for the year ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Bristol Fluid System Technologies Limited is a private company, limited by shares, incorporated and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The principal accounting policies adopted are set out below. |
| Critical accounting judgements and estimation uncertainty |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| a. Critical judgements in applying the company's accounting policies |
| i. Carrying value of stocks |
| The condition of stock held is reviewed by the director and provisions made where the expected selling price is lower than the purchase cost of the stock. This involves the use of judgement. |
| b. Key accounting estimates and assumptions |
| The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below |
| i. Carrying value of related party debtors |
| The carrying value of related party debtors represents amounts due from related parties at the end of the reporting period. The company assesses the recoverability of these debts based on available information, including management’s judgment, the financial position of the related party, past payment history, and other relevant factors. |
| Impairments are recognized when there is objective evidence that amounts are unlikely to be recovered in full. Full details of the transactions with related parties are disclosed in Note 25. |
| ii. Carrying value of unlisted investments |
| The carrying value of unlisted investments represents amounts invested at the end of the reporting period following any impairments. The company assesses the recoverability of these balances based on available information, including management’s judgment, the financial position of the unlisted entity, and other relevant factors. |
| Impairments are recognized when there is objective evidence that amounts are unlikely to be recovered in full. Full details of any impairments are disclosed in Note 5. |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover represents the amounts receivable for goods and services net of VAT and trade discounts. Revenue is recognised when services are provided. |
| 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. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Fixed assets are stated at cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. |
| Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life. |
| Improvements to property - Straight line over the term of the lease |
| Plant and machinery - 20% on cost |
| Warehouse equipment - 20% on cost |
| Motor vehicles - 20% on cost |
| Computer equipment - 33% 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 credited or charged to profit or loss. |
| 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. |
| 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. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| 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. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Impairment of fixed assets |
| At each reporting period end date, the company reviews the carrying amounts of its 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 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. |
| 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. |
| Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
| Cash at bank and in hand |
| Cash at bank and in hand 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. |
| Business combinations |
| Business combinations are accounted for by applying the purchase method. |
| The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction. |
| On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities. |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has elected to apply the provision of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' of FRS102 to all of its financial instruments. |
| Financial instruments are recognised in the company's balance sheet when the company 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. |
| Basic financial assets |
| Basis 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 receipt discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised. |
| 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 company after deducting all of its liabilities. |
| Basic financial liabilities |
| Basic financial liabilities, including trade and other creditors, bank loans and loans from related companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, there 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 costs, 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. |
| 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. |
| Share capital |
| Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax. |
| Distributions to equity holders |
| Dividends are recognised as a liability in the financial statements in the period in which the dividends are approved by the company's shareholders. These amounts are recognised in the statement of changes in equity. |
| Short term debtors and creditors |
| Short term debtors and creditors with no interest rate are recorded at transaction price. Any losses arising from impairment are recognised in the income statement. |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 3. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Office management | 26 | 13 |
| Production & sales | 45 | 25 |
| 2024 | 2023 |
| £ | £ |
| Director's remuneration |
| Director's pension contributions to money purchase schemes |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Hire of plant & machinery |
| Depreciation - owned assets |
| Computer software amortisation |
| Auditors' remuneration |
| Auditors' remuneration for non audit work |
| 5. | EXCEPTIONAL ITEMS |
| 2024 | 2023 |
| £ | £ |
| Amounts written off |
| investments | ( |
) |
| During the year, fixed asset investments totalling £189,000 were impaired in full. There were no such impairments for the year ended 31 December 2023. |
| 6. | AMOUNTS WRITTEN OFF RELATED |
| PARTY BALANCES |
| 2024 | 2023 |
| £ | £ |
| Amounts written off related |
| party balances | - | 232,128 |
| During the prior year, balances owed to the company by related parties totalling £232,128 were deemed to be irrecoverable and were therefore impaired in full. There were no such impairments for the year ended 31 December 2024. |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Bank interest |
| HMRC interest |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Underprovision in prior year | 251,648 | 28,821 |
| Over provision in prior year | (81,089 | ) | - |
| Total current tax |
| Deferred tax |
| Tax on profit |
| UK corporation tax has been charged at 25% . |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Expenses not deductible for tax purposes |
| Adjustments to tax charge in respect of previous periods |
| Total tax charge | 503,536 | 451,402 |
| 9. | DIVIDENDS |
| 2024 | 2023 |
| £ | £ |
| Interim |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 10. | INTANGIBLE FIXED ASSETS |
| Computer |
| software |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| Arising on acquisition | 66,419 |
| Reclassification/transfer | ( |
) |
| At 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Amortisation for year |
| Reclassification/transfer | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 11. | TANGIBLE FIXED ASSETS |
| Improvements | Plant and | Warehouse |
| to property | machinery | equipment |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals |
| Arising on acquisition | 194,231 | 279,938 | 40,772 |
| Reclassification/transfer | ( |
) |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal |
| Reclassification/transfer |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 11. | TANGIBLE FIXED ASSETS - continued |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| Arising on acquisition | - | 100,434 | 615,375 |
| Reclassification/transfer |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| Reclassification/transfer |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 12. | FIXED ASSET INVESTMENTS |
| Unlisted |
| investments |
| £ |
| COST |
| At 1 January 2024 |
| Impairments | ( |
) |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 13. | STOCKS |
| 2024 | 2023 |
| £ | £ |
| Stocks |
| Work-in-progress |
| Stock is stated after provisions of £580,412 (2023: £124,166). |
| There is no significant difference between the replacement cost of stock and its carrying amount. |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Trade debtors |
| Other debtors |
| Amounts due from related |
| undertakings | 95,000 | 74,942 |
| Directors' current accounts | 1,592,937 | 1,024,514 |
| Prepayments & accrued income |
| Amounts due from related undertakings of £95,000 (2023: £74,942) are unsecured and interest free. |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts (see note 17) |
| Trade creditors |
| Corporation tax |
| Social security & other taxes |
| VAT | 773,167 | 609,436 |
| Other creditors |
| Accruals & deferred income |
| 16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| £ | £ |
| Bank loans (see note 17) |
| 17. | LOANS |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank loans |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| Interest is charged on the above bank loans at 3.99% and 0.6% over the Bank of England Base Rate. |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 18. | LEASING AGREEMENTS |
| Minimum lease payments under non-cancellable operating leases fall due as follows: |
| 2024 | 2023 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| 19. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 2024 | 2023 |
| £ | £ |
| Bank loans |
| The director has provided limited guarantee of £500,000 in respect of the bank loan |
| 20. | PROVISIONS FOR LIABILITIES |
| 2024 | 2023 |
| £ | £ |
| Deferred tax | 182,923 | 49,003 |
| Deferred tax |
| £ |
| Balance at 1 January 2024 |
| Charge to Income Statement during year |
| Balance at 31 December 2024 |
| This balance relates to accelerated capital allowances of £182,923 (2023: £49,003). |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary A | £1 | 100 | 100 |
| 22. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 January 2024 |
| Profit for the year |
| At 31 December 2024 |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 23. | PENSION COMMITMENTS |
| The company contributes to employees' personal pension plans whose assets are held separately from those of the company in independently administered funds. The pension cost charge represents contributions payable by the company and amounted to £220,255 (2023: £54,878). Included in other creditors are contributions of £nil (2023: £nil) payable to the plans at the year-end. |
| 24. | CONTINGENT LIABILITIES |
| The company is a corporate member of Silberhutte Developments LLP, S.I. R&D LLP, S.L. R&D LLP and L.R. R&D LLP and is liable to contribute to the assets of the LLP in the event of a winding-up. Since year end the LLP's are in the process of winding up and the likelihood of material contributions required on winding up is remote. |
| 25. | DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to a director subsisted during the years ended 31 December 2024 and 31 December 2023: |
| 2024 | 2023 |
| £ | £ |
| Balance outstanding at start of year |
| Amounts advanced |
| Amounts repaid | ( |
) |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year |
| 26. | RELATED PARTY DISCLOSURES |
| At the year-end, an amount of £95,000 (2023: £74,942) was owed by related parties to the company. |
| Key management personnel are considered to be the Board of Directors whose emoluments are disclosed in note 3. |
| 27. | ULTIMATE CONTROLLING PARTY |
| The controlling party is S Cooke. |
| Bristol Fluid System Technologies |
| Limited (Registered number: 07360187) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2024 |
| 28. | ACQUISITIONS |
| Under an agreement date 8 April 2024, the company acquired the following trade and business assets of Manchester Fluid Systems Technologies Limited: |
| Book Value | Adjustments | Fair Value |
| Note | £ | £ | £ |
| Intangible assets | 10 | 55,714 | 10,705 | 66,419 |
| Tangible assets | 11 | 626,080 | (10,705 | ) | 615,375 |
| Stocks | 13 | 2,784,294 | - | 2,784,294 |
| Trade and other receivables | 14 | 3,130,280 | - | 3,130,280 |
| Net assets aquired | 6,596,368 | - | 6,596,368 |
| Consideration |
| £ |
| Settled in cash on completion | 5,700,000 |
| Settled in cash post completion and prior to 31 December 2024 |
896,368 |
| 6,596,368 |