Registration number:
BGW Holdings Limited
for the Year Ended 31 December 2024
BGW Holdings Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Statement of Cash Flows |
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Notes to the Financial Statements |
BGW Holdings Limited
Company Information
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Directors |
Mr Richard James Wilson Mr Guy Simon Bostock Mr Michael Flint-Bush |
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Company secretary |
Mr Jason Duane Evans |
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Registered office |
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Auditors |
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BGW Holdings Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is that of the design, manufacture and sales of furnishings and construction services to the retail and leisure industries.
Fair review of the business
Trading in the hospitality sector remained challenging during the 2024 financial year. This was worsened by the change of government mid-year and attack on employers in the Autumn 2024 budget. The increase in minimum wages and National Insurance in April 2025 will hit our core hospitality customer base significantly.
Diversification of the customer base and markets served continued during the 2024 financial year. Continued expansion in the reactive and planned maintenance markets, particularly within the local government sector resulted in a Group Turnover increase from £31,001,999 in the 2023 financial year to £35,591,962 in 2024 (14.80% increase). Planned and reactive maintenance Group Turnover increased by 15.56% in line with strategic budgets from £9,775,257 in 2023 to £11,296,907 in 2024.
Diversification of markets improved Group gross profitability, up from 14.89% in 2023 to 14.93% in 2024.
Group Net profit before tax increased from £1,770,155 in 2023 to £1,966,466 in 2024 (11.09%).
The balance sheet on page 12 shows a satisfactory position with Group net assets increasing from £4,530,522 at December 31st 2023 to £5,480,151 at December 31st 2024.
BGW Holdings Limited
Strategic Report for the Year Ended 31 December 2024
Principal risks and uncertainties
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks affecting the company are considered to relate to competition and access to skilled labour. Construction material cost increases stabilised during the financial year although access to skilled staff remains challenging, putting upward pressure on salary levels. The company prices and tenders for work often many months in advance of commencement. Not all contracts include inflationary adjustment clauses. In order to minimise the impact of the inherent risks the directors have sought to source new markets and customers and improve supply chain management for labour and materials to reduce the impact of margin reductions.
INTEREST RATE RISK
Interest is payable by the group on bank loans at variable rates. Interest is payable on hire purchase agreements at fixed rates. The directors believe the group's interest rate risk is negligible.
CREDIT RISK
The group has implemented policies that require appropriate credit checks for potential customers before sales are made. Credit limits are set by the group's financial controller for all customers and are reviewed frequently.
LIQUIDITY RISK
The group continues to maintain adequate cash and bank balances to meet its day to day working capital requirement, without recourse to the agreed overdraft facility. The directors view the main risk to liquidity is if the group fails to agree valuations of construction contracts in progress with customers in a timely fashion.
INFLATION RISK
Inflation risk is mitigated by regular review of supply chain and negotiating contract rate increases where possible.
Approved and authorised by the
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BGW Holdings Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the group
The directors who held office during the year were as follows:
Dividends
The directors recommend a final dividend payment of £Nil be made in respect of the financial year ended 31 December 2024. This dividend has not been recognised as a liability in the financial statements.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Atkinson Evans Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved and authorised by the
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BGW Holdings Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
BGW Holdings Limited
Independent Auditor's Report to the Members of BGW Holdings Limited
Opinion
We have audited the financial statements of BGW Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
BGW Holdings Limited
Independent Auditor's Report to the Members of BGW Holdings Limited
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the 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.
Auditor 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
BGW Holdings Limited
Independent Auditor's Report to the Members of BGW Holdings Limited
Our assessment focused on key laws and regulations the entity has to comply with and areas of the financial statements we assessed as being more susceptible to misstatement. These key laws and regulations included but were not limited to compliance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant tax legislation.
We are not responsible for preventing irregularities. Our approach to detect irregularity included, but was not limited to, the following:
- obtaining an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework;
- obtaining an understanding of the entity's policies and procedures and how the entity has complied with these, through discussions and sample testing of controls;
- an understanding of the entity's risk assessment process, including the risk of fraud;
- designing our audit procedures to respond to our risk assessment; and
- performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias, specifically the carrying value of stock, recoverability of trade debtors, valuation of long term contracts and valuation of accrued contract costs.
Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities from fraud are inherently more difficult to detect than those arising from error.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. 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: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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.
BGW Holdings Limited
Independent Auditor's Report to the Members of BGW Holdings Limited
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For and on behalf of
Chartered Certified Accountants
The Old Drill Hall
10 Arnot Hill Road
Arnold
Nottinghamshire
NG5 6LJ
BGW Holdings Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Operating profit |
|
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Other interest receivable and similar income |
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|
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Interest payable and similar expenses |
( |
( |
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|
(25,440) |
(53,187) |
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Profit before tax |
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|
|
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Tax on profit |
( |
( |
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Profit for the financial year |
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Profit/(loss) attributable to: |
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Owners of the company |
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Minority interests |
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The group has no recognised gains or losses for the year other than the results above.
BGW Holdings Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
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2024 |
2023 |
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Profit for the year |
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Total comprehensive income for the year |
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Total comprehensive income attributable to: |
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Owners of the company |
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Minority interests |
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BGW Holdings Limited
(Registration number: 09900814)
Consolidated Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Intangible assets |
- |
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Tangible assets |
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|
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||
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Current assets |
|||
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Stocks |
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Debtors |
|
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
10,012 |
10,012 |
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Other reserves |
2,847,919 |
2,847,919 |
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Retained earnings |
2,622,220 |
1,672,591 |
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Equity attributable to owners of the company |
5,480,151 |
4,530,522 |
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Shareholders' funds |
5,480,151 |
4,530,522 |
Approved and authorised by the
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BGW Holdings Limited
(Registration number: 09900814)
Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
|||
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Tangible assets |
|
- |
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Investments |
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|
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Current assets |
|||
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Debtors |
- |
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Cash at bank and in hand |
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Net assets |
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|
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Capital and reserves |
|||
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Called up share capital |
10,012 |
10,012 |
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Other reserves |
253,259 |
253,259 |
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Retained earnings |
658,002 |
533 |
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Shareholders' funds |
921,273 |
263,804 |
The company made a profit after tax for the financial year of £1,147,993 (2023 - profit of £529,087).
Approved and authorised by the
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BGW Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Merger reserve |
Retained earnings |
Total |
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At 1 January 2024 |
|
|
|
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Profit for the year |
- |
- |
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Dividends |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
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Non-controlling interests - Equity |
Total equity |
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At 1 January 2024 |
- |
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Profit for the year |
|
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|
Dividends |
( |
( |
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At 31 December 2024 |
- |
|
|
Share capital |
Merger reserve |
Retained earnings |
Total |
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At 1 January 2023 |
|
|
|
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Profit for the year |
- |
- |
|
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|
Dividends |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
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Decrease in ownership interests in subsidiaries that do not result in a loss of control |
- |
- |
- |
- |
|
Merger adjustment, increase in equity |
- |
|
- |
|
|
At 31 December 2023 |
10,012 |
2,847,919 |
1,672,591 |
4,530,522 |
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Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2023 |
|
|
|
Profit for the year |
|
|
|
Dividends |
( |
( |
|
New share capital subscribed |
- |
|
|
Decrease in ownership interests in subsidiaries that do not result in a loss of control |
( |
( |
|
Merger adjustment, increase in equity |
- |
|
|
At 31 December 2023 |
- |
4,530,522 |
BGW Holdings Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Fair value reserve |
Retained earnings |
Total |
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At 1 January 2024 |
|
|
|
|
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Profit for the year |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Share capital |
Non-distributable reserve |
Retained earnings |
Total |
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|
At 1 January 2023 |
|
- |
|
|
|
Profit for the year |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
|
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Other movements on reserves |
- |
253,259 |
- |
253,259 |
|
At 31 December 2023 |
10,012 |
253,259 |
533 |
263,804 |
BGW Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
|
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Cash flows from operating activities |
|||
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Profit for the year |
|
|
|
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Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
(Profit)/loss on disposal of tangible assets |
( |
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
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Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
Decrease/(increase) in trade debtors |
|
( |
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Decrease in deferred income, including government grants |
( |
( |
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Repayment of bank borrowing |
( |
( |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
3,475,051 |
4,447,461 |
|
BGW Holdings Limited
Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
- |
|
|
Finance income |
( |
( |
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
Decrease in trade debtors |
|
|
|
|
Decrease in trade creditors |
- |
( |
|
|
Cash generated from operations |
( |
|
|
|
Income taxes paid |
- |
( |
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisition of subsidiaries |
- |
( |
|
|
Acquisitions of tangible assets |
( |
- |
|
|
Net cash flows from investing activities |
|
|
|
|
Cash flows from financing activities |
|||
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
700 |
730 |
|
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The presentation currency of the financial statements is the Pound Sterling (£).
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The directors prepare detailed profit and cashflow forecasts for the company and wider group on a regular basis, and are in regular dialogue with the company bankers. The forecasts show a continued ability for the company and the wider group to meet its obligations as they fall due for a period of at least 12 months from the date of approving these financial statements.
The financial statements have been prepared on a going concern basis.
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Judgements
In the application of the group'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 profit 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. |
Revenue recognition
Turnover represents work completed to an acceptable state by the year end, excluding value added tax.
Turnover is recognised at stage valuation date, or invoice date, whichever is earlier. The value of turnover constitutes invoiced work, less amounts recoverable under contracts at the previous year end, plus amounts recoverable under contracts at the balance sheet date, less invoices raised in advance of completion of work.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold Land and Buildings |
Straight line over 50 years |
|
Leasehold improvements |
Straight line over the life of lease |
|
Plant and machinery |
Straight line over 5 years and 25% on reducing balance |
|
Office equipment |
Straight line over 4 years |
|
Motor vehicles |
Straight line over 4 years and 25% on reducing balance |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
Straight line over 5 years |
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Recognition and measurement
Impairment
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Construction and refurbishment |
|
|
|
Reactive maintenance |
|
|
|
Management charges |
|
|
|
Grants received |
|
|
|
|
|
The analysis of the group's turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2024 |
2023 |
|
|
Gain/(loss) on disposal of tangible assets |
|
( |
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
(Profit)/loss on disposal of property, plant and equipment |
( |
|
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on bank deposits |
|
|
|
Other finance income |
|
|
|
|
|
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Interest expense on other finance liabilities |
|
|
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the year, was
The average number of persons employed by the group (including directors) during the year were; Production 121 (2023 = 103) and Administration and support 28 (2023 = 30). Giving a total of 149 (2023 = 133).
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
135,295 |
48,816 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
2023 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
22,282 |
14,450 |
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Arising from changes in tax rates and laws |
( |
- |
|
Total deferred taxation |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Tax (decrease)/increase from effect of capital allowances and depreciation |
( |
|
|
Decrease from effect of different UK tax rates on some earnings |
- |
( |
|
Effect of revenues exempt from taxation |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Total tax charge |
|
|
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
Group
|
Goodwill |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2024 |
|
|
|
At 31 December 2024 |
|
|
|
Amortisation |
||
|
At 1 January 2024 |
|
|
|
Amortisation charge |
|
|
|
At 31 December 2024 |
|
|
|
Carrying amount |
||
|
At 31 December 2024 |
- |
- |
|
At 31 December 2023 |
|
|
|
Tangible assets |
Group
|
Land and buildings |
Improvements to leasehold property |
Plant and machinery |
Office equipment |
|||
|
Cost or valuation |
||||||
|
At 1 January 2024 |
- |
|
|
|
||
|
Additions |
|
- |
|
|
||
|
Disposals |
- |
- |
- |
- |
||
|
At 31 December 2024 |
|
|
|
|
||
|
Depreciation |
||||||
|
At 1 January 2024 |
- |
|
|
|
||
|
Charge for the year |
|
|
|
|
||
|
Eliminated on disposal |
- |
- |
- |
- |
||
|
At 31 December 2024 |
|
|
|
|
||
|
Carrying amount |
||||||
|
At 31 December 2024 |
|
|
|
|
||
|
At 31 December 2023 |
- |
|
|
|
||
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Motor vehicles |
Total |
|||||
|
Cost or valuation |
||||||
|
At 1 January 2024 |
|
|
||||
|
Additions |
|
|
||||
|
Disposals |
( |
( |
||||
|
At 31 December 2024 |
|
|
||||
|
Depreciation |
||||||
|
At 1 January 2024 |
|
|
||||
|
Charge for the year |
|
|
||||
|
Eliminated on disposal |
( |
( |
||||
|
At 31 December 2024 |
|
|
||||
|
Carrying amount |
||||||
|
At 31 December 2024 |
|
|
||||
|
At 31 December 2023 |
|
|
||||
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Leasehold improvements represent expenditure incurred constructing buildings on leasehold land. The value of these buildings is uncertain in the absence of an agreement by the landlord to sell the land upon which the buildings are constructed.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2024 |
2023 |
|
|
Motor vehicles |
269,167 |
197,524 |
Company
|
Land and buildings |
Total |
|
|
Cost or valuation |
||
|
Additions |
|
|
|
At 31 December 2024 |
|
|
|
Depreciation |
||
|
Charge for the year |
|
|
|
At 31 December 2024 |
|
|
|
Carrying amount |
||
|
At 31 December 2024 |
|
|
Included within the net book value of land and buildings above is £666,612 (2023 - £Nil) in respect of freehold land and buildings.
|
Investments |
Group
Details of undertakings
For the year ending 31 December 2024 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:
|
Tueri IG Limited |
|
Intend Electrical Contractors Limited |
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Fair value |
|
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
Palmer Street, Hyde Park, Doncaster, DN4 5DD UK |
|
|
|
|
|
C/O Atkinson Evans Limited, The Old Drill Hall, 10 Arnot Hill Road, Arnold, Nottingham, NG5 6LJ UK |
|
|
|
|
|
C/O Atkinson Evans Limited, The Old Drill Hall, 10 Arnot Hill Road, Arnold, Nottingham, NG5 6LJ UK |
|
|
|
|
Subsidiary undertakings |
|
Concorde BGW Limited The principal activity of Concorde BGW Limited is |
|
Tueri IG Limited The principal activity of Tueri IG Limited is |
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intend Electrical Contractors Limited The principal activity of Intend Electrical Contractors Limited is |
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Stocks |
|
|
- |
- |
|
Work in progress |
|
|
- |
- |
|
|
|
- |
- |
|
Group
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
- |
- |
- |
|
|
|
Other debtors |
|
|
- |
- |
|
|
Prepayments |
|
|
- |
- |
|
|
Gross amount due from customers for contract work |
|
|
- |
- |
|
|
|
|
- |
|
||
Included in other debtors is £741,049 (2023: £963,311) in relation to related party debtors that are due after more than one year.
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
|
|
|
Short-term deposits |
|
|
- |
- |
|
|
|
|
|
|
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accruals |
|
|
- |
- |
|
|
Income tax liability |
452,621 |
379,371 |
- |
- |
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
- |
- |
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
- |
- |
||
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 January 2024 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2024 |
|
|
|
|
||
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary New of £1 each |
5,000 |
5,000 |
5,000 |
5,000 |
|
B Dividend of £1 each |
4 |
4 |
4 |
4 |
|
C Dividend of £1 each |
4 |
4 |
4 |
4 |
|
D Dividend of £1 each |
4 |
4 |
4 |
4 |
|
E Historic of £1 each |
5,000 |
5,000 |
5,000 |
5,000 |
|
10,012 |
10,012 |
10,012 |
10,012 |
|
Rights, preferences and restrictions
|
B, C & D Dividend shares have the following rights, preferences and restrictions: |
|
E Historic shares have the following rights, preferences and restrictions: |
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Reserves |
Group
Retained earnings
This reserve records retained earnings and accumulated losses
Merger reserve
An accounting reserve which arose on the application of accounting for a business acquisition
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
|
|
- |
- |
|
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
|
|
- |
- |
|
Group
National Westminster Bank PLC has provided a loan totalling £1,000,000 under CBILS to Concorde BGW Limited. This is repayable in full over a 6 year period.
The loan, and the overdraft facility are secured by a debenture providing a fixed and floating first charge over the assets of Concorde BGW Limited.
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Obligations under leases and hire purchase contracts |
Group
Finance leases
Liabilities under finance lease contracts are secured over certain motor vehicles.
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
- |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Related party transactions |
Group
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.
Income and receivables from related parties
|
2024 |
Other related parties |
|
Sale of goods |
835,463 |
|
Amounts receivable from related party |
1,612,870 |
|
|
|
|
2023 |
Other related parties |
|
Sale of goods |
140,164 |
|
Amounts receivable from related party |
156,235 |
|
|
|
Expenditure with and payables to related parties
|
2024 |
Key management |
Other related parties |
|
Purchase of goods |
- |
3,366,192 |
|
Leases |
39,146 |
- |
|
39,146 |
3,366,192 |
|
|
Amounts payable to related party |
2,813 |
2,423,723 |
|
|
||
|
2023 |
Key management |
Other related parties |
|
Purchase of goods |
- |
1,946,541 |
|
Leases |
30,500 |
- |
|
30,500 |
1,946,541 |
|
|
Amounts payable to related party |
1,875 |
1,600,428 |
|
|
||
Loans to related parties
|
2024 |
Other related parties |
Total |
|
At start of period |
963,330 |
963,330 |
|
Advanced |
14,882 |
14,882 |
|
Repaid |
(237,164) |
(237,164) |
|
At end of period |
741,048 |
741,048 |
|
|
||
BGW Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
2023 |
Other related parties |
Total |
|
At start of period |
859,602 |
859,602 |
|
Advanced |
163,728 |
163,728 |
|
Repaid |
(60,000) |
(60,000) |
|
At end of period |
963,330 |
963,330 |
|
|
||
Loans from related parties
|
2024 |
Key management |
Total |
|
At start of period |
253,503 |
253,503 |
|
At end of period |
253,503 |
253,503 |
|
|
||
|
2023 |
Key management |
Total |
|
At start of period |
181,830 |
181,830 |
|
Advanced |
71,673 |
71,673 |
|
At end of period |
253,503 |
253,503 |
|
|
||
Company
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.