Brightwells Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024

DIRECTORS:

N W E Gorst

R J Binnersley

R A Bound

SECRETARY:

G P M Fitzgerald

REGISTERED OFFICE:

Easters Court

Leominster

Herefordshire

HR6 0DE

REGISTERED NUMBER:

02052714 (England and Wales)

AUDITORS:

BPU Limited

Chartered Accountants

Statutory Auditor

Radnor House

Greenwood Close

Cardiff Gate Business Park

Cardiff

CF23 8AA

The directors present their strategic report for the year ended 31 December 2024.

Fair review of the business

The directors believe that the results for 2024 represent a good trading performance.

Review of the business and future developments

The Board is pleased to be able to report positive results for 2024 and believe that the results for 2024 represent a good trading performance. Sales of auctions goods increased during 2024 across all auction categories and in turn improving profitability. The outlook for 2025 remains strong and the company expects to continue income growth in its core operations.

The principal risks lie in the contracts which the company holds. However, the company has a broad customer base and with many long-term contracts with different renewal dates. The company is also regularly renewing and entering into further contracts.

Key performance indicators

The 2024 figures again show that the company has succeeded in managing the auction portfolio. The results for the period are set out on page 9. The results for 2023 are summarised as follows; increased gross turnover levels from £10.4m to £11.7m (13%); gross profit as a percentage of turnover improved through reduced pension costs and a change in mix of auctions reducing the associated costs.

Future developments

The Company recently converted to become an Employee Ownership Trust which secures the long term future as an employee owned and run company. The company continues to invest in projects for the future, including its IT, in particular its website and core systems which support the on-line auction sales activity. The future of the business remains in the continued organic growth in our core markets.

Going Concern

The Company has sufficient cash reserves and no long-term debt, therefore liquidity offers very low risk to the business. The Board are confident that the Company will continue to have sufficient resources to remain in operational existence for the foreseeable future.

ON BEHALF OF THE BOARD:

G P M Fitzgerald - Secretary

18 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of auctioneers and valuers.

DIVIDENDS

The total distribution of ordinary dividends for the year ended 31 December 2024 of £325,000 (2023: £119,856) was paid.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

N W E Gorst

R J Binnersley

R A Bound

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

THIS REPORT WAS APPROVED BY THE BOARD:

G P M Fitzgerald - Secretary

18 September 2025

Opinion

We have audited the financial statements of Brightwells Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the 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 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Directors.

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

-	adequate accounting records have not been kept, or 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 directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have 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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risks of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

The laws and regulations that we determined were most significant to the company were the Auction Act, the Companies Act, UK corporate tax laws and Employment Law.

We obtained an understanding of how the company is complying with those laws and regulations by making enquiries of the management and those charged with governance, and corroborated these enquiries through our review of board minutes and review of legal and professional spend for the year.

We assessed the susceptibility of the companys financial statements to material misstatement, including how fraud might occur. We addressed the risk of management override of internal controls and assessed the effectiveness of the controls that management has in place to prevent and detect fraud, including testing of manual journals and evaluating the assumptions and judgements made by management in its significant accounting estimates.

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

Use of our report

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

Nicholas Matthew Toye FCA (Senior Statutory Auditor)

for and on behalf of BPU Limited

Chartered Accountants

Statutory Auditor

19 September 2025

TURNOVER

11,688,775

10,364,519

Cost of sales

(5,881,788

)

(6,858,483

)

GROSS PROFIT

5,806,987

3,506,036

Administrative expenses

(3,559,700

)

(2,970,736

)

2,247,287

535,300

Other operating income

2

183,877

128,705

OPERATING PROFIT

4

2,431,164

664,005

Interest receivable & similar income

182,627

187,507

2,613,791

851,512

Interest payable and similar expenses

5

(19,190

)

(22,188

)

PROFIT BEFORE TAXATION

2,594,601

829,324

Tax on profit

6

(571,818

)

(232,520

)

PROFIT FOR THE FINANCIAL YEAR

2,022,783

596,804

PROFIT FOR THE YEAR

2,022,783

596,804

OTHER COMPREHENSIVE INCOME

Actuarial gain/(loss) on pension scheme

367,000

(906,000

)

Income tax relating to other comprehensive income

(91,800

)

115,600

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

275,200

(790,400

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,297,983

(193,596

)

FIXED ASSETS

Intangible assets

8

3

3

Tangible assets

9

2,895,665

2,772,195

Investments

10

250

250

Investment property

11

390,000

390,000

3,285,918

3,162,448

CURRENT ASSETS

Stocks

12

16,340

9,512

Debtors

13

1,568,057

1,201,623

Cash at bank and in hand

2,435,182

2,308,892

4,019,579

3,520,027

CREDITORS

Amounts falling due within one year

14

2,404,333

3,471,094

NET CURRENT ASSETS

1,615,246

48,933

TOTAL ASSETS LESS CURRENT LIABILITIES

4,901,164

3,211,381

PROVISIONS FOR LIABILITIES

17

(199,500

)

(115,700

)

PENSION LIABILITY

20

-

(367,000

)

NET ASSETS

4,701,664

2,728,681

CAPITAL AND RESERVES

Called up share capital

18

766

766

Share premium

19

503,812

503,812

Non distributable reserve

19

797,745

797,745

Capital redemption reserve

19

1,535

1,535

Retained earnings

19

3,397,806

1,424,823

SHAREHOLDERS' FUNDS

4,701,664

2,728,681

The financial statements were approved by the Board of Directors and authorised for issue on 18 September 2025 and were signed on its behalf by:

R J Binnersley - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2023

766

1,738,275

503,812

Changes in equity

Dividends

-

(119,856

)

-

Total comprehensive income

-

(193,596

)

-

Balance at 31 December 2023

766

1,424,823

503,812

Changes in equity

Dividends

-

(325,000

)

-

Total comprehensive income

-

2,297,983

-

Balance at 31 December 2024

766

3,397,806

503,812

Non

Capital

distributable

redemption

Total

reserve

reserve

equity

£

£

£

Balance at 1 January 2023

797,745

1,535

3,042,133

Changes in equity

Dividends

-

-

(119,856

)

Total comprehensive income

-

-

(193,596

)

Balance at 31 December 2023

797,745

1,535

2,728,681

Changes in equity

Dividends

-

-

(325,000

)

Total comprehensive income

-

-

2,297,983

Balance at 31 December 2024

797,745

1,535

4,701,664

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are 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.

Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out in the accounting policies, the selection of these estimated lives required the exercise of management judgement. Useful lives are regularly reviewed and should managements assessment of useful lives shorten then depreciation charges would reduce accordingly. The carrying amount of property, plant and equipment by each class is included in note 9.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue represents auction commissions receivable by the company and amounts chargeable to clients for professional services provided during the year.

Auction commissions receivable are recognised on the day of the auction.

Revenue from the sale of catalogues is recognised when the catalogues are dispatched. Revenue from the provision of services is recognised on the completion of services.

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.

Intellectual property are being amortised evenly over their estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

10% straight line

Fixtures and fittings

-

Varying between 10 - 33.3% straight line

Motor vehicles

-

20% and 33% straight line

Freehold land is not depreciated.

Investment property

Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all 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 legal 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 financial 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.

Basic financial liabilities

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.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into 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

Assets held under finance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and depreciated over their useful lives.

The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding.

Rentals paid under operating leases are charged to income on a straight line basis over the lease term.

Retirement benefits

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. the cost of plan introductions, benefit charges, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

Employee benefits

The cost 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 asset.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

2.	OTHER OPERATING INCOME

2024

2023

£

£

Rents received

34,650

31,943

Recharges & recovered costs

149,227

96,762

183,877

128,705

The overall total value of items sold through the auction house for the year amounted to £73,600,058 (2023: £67,928,049). The company is not the principal in these transactions and, in accordance with its accounting policy, turnover represents auction commissions receivable on these auction sales along with professional services provided during the year stated net of value added tax.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,976,990

3,970,353

Social security costs

466,360

469,696

Other pension costs

436,086

356,200

3,879,436

4,796,249

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

2024

2023

Administrative & Selling Staff

80

64

2024

2023

£

£

Directors' remuneration

519,424

1,561,084

Directors' pension contributions to money purchase schemes

-

1,321

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

-

1

Defined benefit schemes

2

2

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

259,911

741,996

4.	OPERATING PROFIT

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

2024

2023

£

£

Depreciation - owned assets

165,669

158,637

Depreciation - assets on finance leases

-

10,917

Profit on disposal of fixed assets

(9,328

)

(14,676

)

Audit fees

18,480

19,730

Auditors' remuneration for non audit work

29,833

5,700

Operating lease charges

80,715

88,714

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank loan interest

13,367

11,723

Other interest

5,823

10,465

19,190

22,188

6.

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

579,818

238,020

Deferred tax

(8,000

)

(5,500

)

Tax on profit

571,818

232,520

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

2,594,601

829,324

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.521%)

648,650

195,065

Effects of:

Expenses not deductible for tax purposes

6,248

5,239

Income not taxable for tax purposes

-

(3,450

)

Depreciation in excess of capital allowances

34,149

25,929

Adjustments to tax charge in respect of previous periods

(109,229

)

15,237

Deferred tax

(8,000

)

(5,500

)

investment property

Total tax charge

571,818

232,520

Tax effects relating to effects of other comprehensive

income

2024

Gross

Tax

Net

£

£

£

Actuarial gain/(loss) on pension scheme

367,000

(91,800

)

275,200

2023

Gross

Tax

Net

£

£

£

Actuarial gain/(loss) on pension scheme

(906,000

)

115,600

(790,400

)

7.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £0.05 each

Paid

325,000

119,856