Company registration number 13941159 (England and Wales)
BUFAB UK HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
BUFAB UK HOLDINGS LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 21
BUFAB UK HOLDINGS LTD
COMPANY INFORMATION
Directors
Mr P Knowles
Mr JO Sandberg
Secretary
Oakwood Corporate Secretary Limited
Company number
13941159
Registered office
Montrose House
Lancaster Road
Cressex Business Park
High Wycombe
Buckinghamshire
United Kingdom
HP12 3PY
Independent auditors
PricewaterhouseCoopers LLP
One Chamberlain Square
Birmingham
B3 3AX
BUFAB UK HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Review of the business

The company acts as the holding company of T I Midwood & Co Limited, and the ultimate holding company of the group is Bufab AB which prepares the consolidated accounts.

During the period, the company made a profit of £6,888,063 due to a dividend received from the subsidiary (2023- sustained a loss of £2,569,439 due to inter-company and bank interest paid).

At the year end the company had net assets of £3,191,856 (2023 - Net liabilities of £3,696,207).

Currently there are no planned changes in the activities of the company.

 

Principal risks and uncertainties

As a holding company, Bufab UK Holdings Ltd has no trading activities or employees (except unpaid directors). The principal risks and uncertainties which impact the returns that the Company makes on its investment in subsidiary are those impacting the whole group as a whole. The distinct financial risks to which the Company is exposed are discussed below:

 

FINANCIAL RISK MANAGEMENT

Information on the key financial risks facing the Company is set out below.

 

Credit risk

Credit risk is the risk that counterparties with whom we have contracted, fail to meet their financial obligations, resulting in loss to the Company. Credit risk to the Company arises mainly from exposure to financial assets at amortised costs. Cash and cash equivalents are deposited with a financial institution of A+ credit rating. Management thus considers the risk of default to be low.

 

Liquidity risk

Liquidity risk is the risk that the Company does not have sufficient liquid assets to meet its obligations as they fall due. Liquidity is maintained at a prudent level and the Company ensures there is an adequate liquidity buffer to cover contingencies.

 

Interest rate cash flow risk

Interest rate risk is the risk that the value of future cash flows of a financial instrument will fluctuate because of changes in interest rates. Interest rate risk arises in respect of cash balances which are held with financial institutions or with Group companies. The Company has interest bearing liabilities which are charged interest at variable rates. The Company manages its exposure to interest rate risk by relying on the guarantee from the ultimate holding company as discussed in more detail in Note 13 to the financial statements.

BUFAB UK HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Statement of the directors' duties in performance of S172(1) Companies Act 2006

The board of directors of Bufab UK Holdings Ltd consider that both individually and together for the period ended 31 December 2024 they have acted in the way they consider, in good faith, would be the most likely to promote the success of the company for the benefit of its members as a whole. They have done this through the subsidiary T I Midwood & Co Limited as set out in S172(1) (a-f) below:

a) the likely consequences of any decision in the long term;

b) the interests of the company's employees;

c) the need to foster the company's business relationships with suppliers, customers and others;

d) the impact of the company's operations on the community and the environment;

e) the desirability of the company maintaining a reputation for high standards of business conduct; and

f) the need to act fairly between members of the company.

The directors make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders by considering the following:

a) The likely consequences of any decision in the long term

The directors understand the business and the evolving environment in which it operates. The directors are mindful that strategic decisions can have long term implications for the business and its stakeholders, and these implications are carefully assessed.

b) The interests of the company's employees

The directors recognise that the strength of the business is built on the hard work, loyalty, dedication and abilities of our people. The success of the business depends on attracting, retaining and motivating employees. We aim to be a responsible employer in our approach, from pay and benefits to our health, safety and workplace environment.

c) The need to foster the company's business relationships with suppliers, customers and others

Delivering our strategy requires strong mutually beneficial relationships with suppliers, customers and others. The directors review and approve the company's approach to suppliers which is set out in the company's policies. The directors continuously assess the priorities related to customers and those with whom we do business.

d) The impact of the company's operations on the community and the environment

The company is aware of its social responsibilities to the communities where it operates. The company recognises the importance of its environmental responsibilities and complies with all legislation with respect to the transportation, storage and use of its products. Further information is contained within the Streamlined Energy and Carbon Report in the Directors' Report.

e) The desirability of the company maintaining a reputation for high standards of business conduct

The directors are committed to high standards of business conduct.

All new starters undertake a full induction process and are provided with a copy of the company's Employee Handbook which documents key topics including conduct and standards.

f) The need to act fairly between members of the company

The company aims to act with integrity and courtesy in all of its business relationships and will consider all members and stakeholders when making decisions for the overall good of the company.

On behalf of the board

Mr P Knowles
Director
18 August 2025
BUFAB UK HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company was that of a holding company.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr P Knowles
Mr JO Sandberg
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Independent Auditors

The auditors' Pricewaterhouse Coopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities. The energy and carbon report of T I Midwood & Co Limited can be found in the subsidiary's accounts.

BUFAB UK HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).

Under company law, 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 the financial statements, the directors are required to:

The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also 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.

Directors’ confirmations

In the case of each director in office at the date the directors’ report is approved:

 

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the business review, principal risks and uncertainties, financial risk management and future developments.

Statement of disclosure to auditors

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditors are unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditors are aware of that information.

BUFAB UK HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Auditors liability

The directors have agreed with the group's auditors that the auditors' liability to damages for breach of duty in relation to the audit of the company's financial statements for the year to 31 December 2024 should be limited to the greater of £5m or 5 times the auditors' fees, and that in any event the auditors' liability for damages should be limited to that part of any loss suffered by the company as is just and equitable having regard to the extent to which the auditors, the company and any third parties are responsible for the loss in question. The shareholders approved this limited liability agreement, as required by the Companies Act 2006, by a resolution dated 18 October 2024.

Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors adopt the going concern basis of accounting in preparing the financial statements.

Approved by the directors and signed on behalf of the board
Mr P Knowles
Director
18 August 2025
BUFAB UK HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BUFAB UK HOLDINGS LTD
- 6 -

Report on the audit of the financial statements

Opinion

In our opinion, Bufab UK Holdings Ltd’s financial statements:

We have audited the financial statements, included within the Annual Report and Financial Statements (the Annual Report), which comprise: Statement of financial position as at 31 December 2024; Statement of comprehensive income and the Statement of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

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

BUFAB UK HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BUFAB UK HOLDINGS LTD (CONTINUED)
- 7 -

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of 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. We have nothing to report based on these responsibilities.

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.

 

BUFAB UK HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BUFAB UK HOLDINGS LTD (CONTINUED)
- 8 -

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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.

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 an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and relevant tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. 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 the posting of unusual journals or the manipulation of accounting estimates which could be subject to management bias. Audit procedures performed by the engagement team included:

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 FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

BUFAB UK HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BUFAB UK HOLDINGS LTD (CONTINUED)
- 9 -

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

We have no exceptions to report arising from this responsibility.

Mark Kingsbury (Senior Statutory Auditor)
For and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Birmingham
19 August 2025
BUFAB UK HOLDINGS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Note
£
£
Administrative expenses
(63,121)
(47,962)
Interest receivable and similar income
6
12,000,000
1,071
Interest payable and similar expenses
7
(3,994,306)
(3,312,754)
Profit/(loss) before taxation
7,942,573
(3,359,645)
Tax on profit/(loss)
8
(1,054,510)
790,206
Profit/(loss) for the financial year
6,888,063
(2,569,439)

The income statement has been prepared on the basis that all operations are continuing operations.

There was no other comprehensive income during the year.

 

 

The notes on pages 13 to 21 form part of these financial statements.

BUFAB UK HOLDINGS LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Note
£
£
£
£
Fixed assets
Investments
10
67,064,364
67,028,504
Current assets
Debtors
11
-
0
1,054,510
Creditors: amounts falling due within one year
12
(20,872,508)
(33,779,221)
Net current liabilities
(20,872,508)
(32,724,711)
Total assets less current liabilities
46,191,856
34,303,793
Creditors: amounts falling due after more than one year
13
(43,000,000)
(38,000,000)
Net assets/(liabilities)
3,191,856
(3,696,207)
Capital and reserves
Called up share capital
15
1
1
Profit and loss account
3,191,855
(3,696,208)
Total equity
3,191,856
(3,696,207)

 

The notes on pages 13 to 21 form part of these financial statements.

The financial statements on pages 11 to 22 were approved by the board of directors and authorised for issue on 18 August 2025 and are signed on its behalf by:
Mr P Knowles
Director
Company registration number 13941159 (England and Wales)
BUFAB UK HOLDINGS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Called up share capital
Profit and loss account
Total equity
Note
£
£
£
Balance at 1 January 2023
1
(1,126,769)
(1,126,768)
Year ended 31 December 2023:
Loss and total comprehensive expense
-
(2,569,439)
(2,569,439)
Balance at 31 December 2023
1
(3,696,208)
(3,696,207)
Year ended 31 December 2024:
Profit and total comprehensive income
-
6,888,063
6,888,063
Balance at 31 December 2024
1
3,191,855
3,191,856

 

The notes on pages 13 to 21 form part of these financial statements.

BUFAB UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information

Bufab UK Holdings Ltd is a private company limited by shares incorporated in the United Kingdom. The registered office is Montrose House, Lancaster Road, Cressex Business Park, High Wycombe, Buckinghamshire, United Kingdom, HP12 3PY.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Bufab AB. These consolidated financial statements are available from its registered office, Box 2266 331 02 Sweden and are available publicly on its website www.bufabgroup.com.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The Company has received a letter of support from Bufab AB confirming it will financially support the company such that the company can meet its obligations as they fall due for a period of at least twelve months from the date of approval of these financial statements.

 

1.3
Investments

Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

BUFAB UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -

Investments are regularly reviewed for objective evidence of impairment and where such evidence is identified impairment reviews are conducted based on the present value of future benefits and rewards expected to derive from the investment.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

1.5
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 of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position 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

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

BUFAB UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
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 creditors, bank loans, and loans from fellow group companies 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.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

BUFAB UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.8

Group Companies

 

Amounts owed by group companies

Amounts owed by group companies are financial instruments and are recognised initially at fair value and subsequently at amortised cost.

Impairment losses arising on these financial instruments are assessed at each balance sheet date with reference to the specific counterparty's existing liquid resources and forecast expected future cashflows.

 

Amounts owed to group companies

Amounts owed to group companies are financial instruments and are recognised initially at fair value and subsequently at amortised cost using the effective interest method.

1.9

Share capital

Ordinary shares are classed as equity.

2
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of subsidiary

The investment in the subsidiary has not been impaired because the net asset value of the subsidiary remains higher than as at the date of purchase and, in the directors' opinion, the current value of the subsidiary is not less than the cost value in the accounts and the investment is profitable.

Acquisition accounting (business combination)

The acquisition method of accounting has been used to account for the purchase of the subsidiary, T I Midwood & Co Limited in 2022.

3
Revenue
2024
2023
£
£
Interest income
-
1,071
Dividends received
12,000,000
-
BUFAB UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
4
Auditors' remuneration
2024
2023
Fees payable to the company's auditors and associates:
£
£
For audit services
Audit of the financial statements of the company
24,000
20,000

There were no non-audit fees payable to the auditors (2023 - £nil).

5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
2
3

The Company has no employees other than the directors and the directors did not receive any remuneration in respect of their services to the Company.

6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
-
0
1,071
Income from fixed asset investments
Income from shares in group undertakings
12,000,000
-
0
Total income
12,000,000
1,071
7
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
2,652,927
2,782,290
Interest payable to group undertakings
1,341,379
530,464
3,994,306
3,312,754

The interest rates on the Company’s external borrowing (i.e. bank loan) can be found in Note 13.

8
Tax on profit/(loss)
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,054,510
(790,206)
BUFAB UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Tax on profit/(loss)
(Continued)
- 18 -

On 1st April 2023 the standard rate of corporation tax in the UK increased from 19% to 25%. This gave an actual tax rate for the year ended 31 December 2023 of 23.521%.

Tax assessed for the year is lower than the standard rates of corporation tax in the UK for the year ended 31 December 2024 which was 25%. The actual credit for the period can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
7,942,573
(3,359,645)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
1,985,643
(790,206)
Tax effect of income not taxable in determining taxable profit
(3,000,000)
-
0
Surrendered for group relief
2,068,867
-
0
Taxation charge/(credit) for the year
1,054,510
(790,206)
9
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
T i Midwood & Co Limited
St Johns Chambers, Love Street, Chester CH1 1QY incorporated in UK
Ordinary shares
100.00
10
Investments
2024
2023
Notes
£
£
Investments in subsidiaries
9
67,064,364
67,028,504
BUFAB UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Investments
(Continued)
- 19 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
67,028,504
Additions
35,860
At 31 December 2024
67,064,364
Carrying amount
At 31 December 2024
67,064,364
At 31 December 2023
67,028,504
11
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
-
0
790,206
Amounts owed by group undertakings
-
0
264,304
-
0
1,054,510
12
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans and overdrafts
14
20,818,472
21,051,075
Other creditors
-
0
12,669,946
Accruals and deferred income
54,036
58,200
20,872,508
33,779,221
13
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
14
43,000,000
38,000,000
BUFAB UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Creditors: amounts falling due after more than one year
(Continued)
- 20 -

The company's non-current interest bearing liabilities of £43,000,000 (2023 - £38,000,000) stem from a revolving credit facility with Handelsbanken and SEB as part of a group credit facility arranged by the ultimate parent undertaking, Bufab AB, which matures in July 2026. The loan was drawn down to fund the acquisition of T I Midwood & Co Limited, which was completed on the 21 March 2022. The loan is secured by the assets of the Bufab AB Group.

The facility is subject to interest at defined margins above SONIA. The margin applicable to the borrowings is 1.1% per annum, bringing the average interest rate on the company’s long term finance on the balance sheet date to be 5.9%.

The Company’s borrowing includes a requirement for compliance with minimum required levels of adjusted net leverage ratio and this loan condition has been met throughout the financial year.

The Directors consider that the fair value of the bank borrowing is not materially different to its book value. The weighted average maturity of non-current borrowings at 31 December 2024 was 1.5 years.

 

14
Bank loans and overdrafts
2024
2023
£
£
Bank loans
43,000,000
38,000,000
Bank overdrafts
20,818,472
21,051,075
63,818,472
59,051,075
Payable within one year
20,818,472
21,051,075
Payable after one year
43,000,000
38,000,000
BUFAB UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
15
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1
1
1
1
16
Events after the reporting date

The company received a dividend from its subsidiary T I Midwood & Co Limited of £6,000,000 on 23rd June 2025.

17
Ultimate controlling party

The parent undertaking, controlling party and the largest and smallest company to consolidate these financial statements is Bufab AB. Copies of the consolidated Annual report and Financial Statements of Bufab AB may be obtained from their website at https://www.bufab.com

 

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