Bja Trading Holdings Limited

	Page
Strategic Report	1—2
Directors' Report	3
Independent Auditor's Report	4—6
Consolidated Profit and Loss Account	7
Consolidated Statement of Comprehensive Income	8
Consolidated Balance Sheet	9
Company Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Company Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13
Notes to the Consolidated Statement of Cash Flows	14
Notes to the Financial Statements	15—24

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

Review of the Business

History and culture

Founded in 1982, we are the market leader in the supply of Gate and Fencing accessories, primarily into the UK and Ireland. We have delivered consistent sales and profit growth over the last 5 years, primarily through organic growth in our product ranges and extending our customer base.

We have grown steadily with projected turnover for the year ending December 2025 in excess of £35 million.

We have a strong 'family culture' across the organisation with a clear focus on delivering best in class service to our B2B stockists. We pride ourselves on our values led approach to doing business underpinned by our belief that our business exists to make life easier for both our stockists and the specialist fencing contractors.

We have a global supply chain with long standing relationships built on quality, consistency and sustainability. Whilst an international supply chain is important, we pride ourselves on 50% of our products being UK sourced. This not only supports the local economy but also ensures shorter lead-times to our customers, with a clear focus on sustainability and reducing our carbon impact.

The business continues to innovate with new products to existing ranges with a focus on sustainable products. We actively pursue intellectual property protection for our innovations, and have secured patents for several of our proprietary products. Our UK-manufactured products offer a sustainable alternative to timber and concrete posts and, provides the platform for significant growth in both the residential and commercial sectors.

Our medium-term strategy focuses on delivering quality and value to our existing customers, strengthening our relationships with our network of 700 Birkdale Approved Installers and expanding our presence in the commercial sectors. With the UK Government committed to prioritising Housing, Infrastructure and Sustainability, we believe that our new commercial offering deliver sustainable solutions in the areas of acoustic fencing, retainment and fire-retardant bin storage solutions.

In addition to the work that we have carried out with regard to new product development and market diversification, we were proud to be awarded The Royal Warrant once again – an endorsement of our enduring quality and service. This recognition coincides with significant progress on our environmental journey, with verified reporting of our scope 1 and scope 2 emissions underscoring our commitment to operational sustainability and transparency.

Together, these achievements reflect a business that is profitable and growing, but never at the expense of its principles. By embedding innovation, sustainability, responsibility, and customer focus into everything we continue to focus on building a bigger and stronger company.

Results and performance

The results of the group for the period after acquisition, as set out on pages 26 and 27, show a profit on ordinary activities after tax attributable of £144,618, following strong revenue growth to £4,070,024 in 2024.

The shareholders’ funds of the group total £6,907,371.

Key Performance Indicators

The group utilises a range of measures to assess its performance on the most appropriate time basis. These range from financial measures across the company to operational measures within individual departments.

2024

Like for like sales £4,070,024

Gross profit margin % 24.5%

Gross Profit £1,011,475

Profit before tax £192,662

Operational metrics feature throughout the group's management reports and meetings and cover such matters as performance levels, health and safety, staff engagement and delivery performance.

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Bja Trading Holdings Limited

Strategic Report (continued)

For the Period 19 April 2024 to 31 December 2024

Principal Risks and Uncertainties

Principal risks and uncertainties

The process of risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to Board approval and ongoing review by management. Compliance with regulation, legal and ethical standards is a high priority for the Company and the Company finance department take on an important oversight role in this regard.

The Company risk register is regularly reviewed to ensure that appropriate and proportionate mitigation measures are in existence. We have a strong balance sheet, an experienced team and well-established systems and controls in place to help avoid, or minimise, risks to the company. The principal risks for our company include the following:

Cyber-security

As a largely cloud-based business, we recognise the evolving nature of cyber-security threats and continue to invest in robust digital safeguards. Our infrastructure is aligned with Microsoft’s trusted security principles, and we adopt a ‘least privilege’ approach to access – ensuring that individuals have only the permissions required to perform their roles. This disciplined stance, in addition to regular training and employee testing, helps us minimise risk whilst maintaining agility in our operations.

Product availability

Strong relationships are in place with all key suppliers and stock levels, order quantities and lead times are regularly reviewed to ensure that product availability remains at a consistently high level. Back-up suppliers have been identified for the products at most material risk to ensure that continuity of supply can be ensured should there be a disruption to the supply chain.

ESG (Environmental, Social, and Governance) Risk

As regulatory and stakeholder expectations around ESG continue to evolve, there is an increasing risk that failure to meet these standards could impact our reputation, market access, and long-term sustainability. We recognise the importance of ESG factors and have embedded a commitment to responsible business practices throughout our operations. Our mitigants include verified reporting of our scope 1 and scope 2 emissions, ongoing investment in sustainable product development, and active engagement with our supply chain to ensure ethical sourcing and environmental stewardship. The Board regularly reviews ESG risks and opportunities to ensure our strategy remains aligned with best practice and stakeholder expectations.

Credit risk

The Company’s credit risks are attributable to the trade debtors. Our policy remains to establish long term relationships with customers and maintaining an effective approach to monitoring customer debt through review of our debtors ledger on a day to day basis by the finance team. Regular credit reviews and cross-functional oversight ensure risks are identified early and managed effectively.

Health and Safety risk

Health and Safety remains a significant item for management attention as the safety of our employees, customers and suppliers is paramount to us. Local health and safety committees are in place across our primary operating sites to review performance and recommend improvement actions.

Liquidity risk

The strong balance sheet ensures that the Company has sufficient funds in place to manage its working capital and to settle financial obligations as they fall due.

Foreign Exchange risk

The board deems that the Company’s exposure to market risk is negligible.

Going concern

The Directors have assessed the Company’s financial position and performance, and have a reasonable expectation that the business has adequate resources to continue in operational existence for the foreseeable future. As such, we continue to adopt the going concern basis in preparing our financial statements, supported by strong underlying cash flows and a robust balance sheet, underpinned by prudent cost management and resilient customer demand across key sectors.

On behalf of the board

Mr John Abernethie

Director

25/09/2025

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Bja Trading Holdings Limited

Company No. 15660056

Directors' Report For the Period 19 April 2024 to 31 December 2024

Directors' Report

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

Principal Activity

The group's principal activity continues to be manufacture and supply of agricultural machinery, equipment and supplies.

Directors

The directors who held office during the period were as follows:

Mr John Abernethie	Appointed	19/04/2024
Mr Braden Abernethie	Appointed	19/04/2024

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' 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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

Independent Auditors

The auditors, Riverside Accountancy Lancaster Ltd, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr John Abernethie

Director

25/09/2025

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Independent Auditor's Report

to the Members of

Bja Trading Holdings Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Bja Trading Holdings Limited (the "parent company") and its subsidiaries (the "group") for the period ended 31 December 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement and the related notes, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit/(loss) for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions Relating to Going Concern

In auditing the financial statements, we have concluded that the 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 and parent company's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

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

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on Other Matters Prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Bja Trading Holdings Limited

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records or 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 Directors' Responsibilities Statement set out on page 3, 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 group and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Review of directors minutes and review of nominal postings for legal and professional fees ensured we identified any regulatory compliance issues and laws that company must follow in the year and to the date of signing the financial statements.

- The assessment of fraud was consider as low due to the segregation of duties seen, the low levels of cash handled and the regular reporting required of the company to its parent. A review of journal entries and consideration of their appropriateness was carried out through the audit.

- During the audit we speak to management, test the systems and speak to various members of the finance function to understand the entity its processes and the nature of trade to assist in determining if the financial statements are true and fair.

- Challenging assumptions made by management in making their significant accounting estimates.

- Reviewing financial statement disclosure and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Ensure investments are materially stated, and no impairment is due.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website 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 that 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.

Penelope Bowden (Senior Statutory Auditor)

for and on behalf of Riverside Accountancy Lancaster Ltd , Statutory Auditor

25/09/2025

...CONTINUED

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Independent Auditor's Report (continued)

to the Members of

Bja Trading Holdings Limited

Riverside Accountancy Lancaster Ltd

Suite 2, 2 Mannin Way

Caton Road

Lancaster

Lancashire

LA1 3SU

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Bja Trading Holdings Limited

Consolidated Profit and Loss Account

For the Period 19 April 2024 to 31 December 2024

Consolidated Profit and Loss Account

		31 December 2024
	Notes	£
TURNOVER	3	4,070,024
Cost of sales		(3,058,549 )

GROSS PROFIT		1,011,475

Administrative expenses		(801,643 )

OPERATING PROFIT	4	209,832
Other interest receivable and similar income	9	377
Interest payable and similar charges	10	(17,547 )

PROFIT BEFORE TAXATION		192,662
Tax on Profit	11	(48,044 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL PERIOD ATTRIBUTABLE TO THE OWNERS OF THE PARENT		144,618

The notes on pages 14 to 24 form part of these financial statements.

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Bja Trading Holdings Limited

Consolidated Statement of Comprehensive Income

For the Period 19 April 2024 to 31 December 2024

Consolidated Statement of Comprehensive Income

		31 December 2024
		£
PROFIT FOR THE FINANCIAL PERIOD		144,618
OTHER COMPREHENSIVE INCOME FOR THE PERIOD		-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF THE PARENT		144,618

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Bja Trading Holdings Limited

Consolidated Balance Sheet

As At 31 December 2024

Consolidated Balance Sheet

Registered number: 15660056

		31 December 2024
	Notes	£	£
FIXED ASSETS
Intangible Assets	12		1,795,665
Tangible Assets	13		830,603
Investments	14		30,000

			2,656,268
CURRENT ASSETS
Stocks	15	5,278,607
Debtors	16	7,872,236
Cash at bank and in hand		936,221

		14,087,064
Creditors: Amounts Falling Due Within One Year	17	(9,507,392 )

NET CURRENT ASSETS (LIABILITIES)			4,579,672

TOTAL ASSETS LESS CURRENT LIABILITIES			7,235,940

PROVISIONS FOR LIABILITIES
Deferred Taxation	19		(179,691 )

NET ASSETS			7,056,249

CAPITAL AND RESERVES
Called up share capital	21		203
Other reserves			6,911,428
Profit and Loss Account			144,618

SHAREHOLDERS' FUNDS			7,056,249

On behalf of the board

Mr John Abernethie

Director

25/09/2025

The notes on pages 14 to 24 form part of these financial statements.

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Bja Trading Holdings Limited

Company Balance Sheet

As At 31 December 2024

Company Balance Sheet

Registered number: 15660056

		31 December 2024
	Notes	£	£
FIXED ASSETS
Investments	14		6,911,628

			6,911,628
CURRENT ASSETS
Cash at bank and in hand		3

		3
Creditors: Amounts Falling Due Within One Year	17	(4,260 )

NET CURRENT ASSETS (LIABILITIES)			(4,257 )

TOTAL ASSETS LESS CURRENT LIABILITIES			6,907,371

NET ASSETS			6,907,371

CAPITAL AND RESERVES
Called up share capital	21		203
Other reserves			6,911,428
Profit and Loss Account			(4,260 )

SHAREHOLDERS' FUNDS			6,907,371

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's loss for the period was £(4,260 ) .

On behalf of the board

Mr John Abernethie

Director

25/09/2025

The notes on pages 14 to 24 form part of these financial statements.

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Bja Trading Holdings Limited

Consolidated Statement of Changes in Equity

For the Period 19 April 2024 to 31 December 2024

Consolidated Statement of Changes in Equity

	Share Capital	Other reserves	Profit and Loss Account	Total
	£	£	£	£
As at 19 April 2024	203	-	-	203
Profit for the period and total comprehensive income	-	-	144,618	144,618

Dividends paid	-	-	-	-
Movements in other reserves	-	6,911,428	-	6,911,428

As at 31 December 2024	203	6,911,428	144,618	7,056,249

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Bja Trading Holdings Limited

Company Statement of Changes in Equity

For the Period 19 April 2024 to 31 December 2024

Company Statement of Changes in Equity

	Share Capital	Other reserves	Profit and Loss Account	Total
	£	£	£	£
As at 19 April 2024	203	-	-	203
Loss for the period and total comprehensive income	-	-	(4,260 )	(4,260)

Movements in other reserves	-	6,911,428	-	6,911,428

As at 31 December 2024	203	6,911,428	(4,260 )	6,907,371

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Bja Trading Holdings Limited

Consolidated Statement of Cash Flows

For the Period 19 April 2024 to 31 December 2024

Consolidated Statement of Cash Flows

		31 December 2024
	Notes	£
Cash flows from operating activities
Net cash used in operations	1	(5,202,535 )
Interest paid		(17,547 )

Net cash used in operating activities		(5,220,082 )

Cash flows from investing activities
Purchase of intangible assets		(474,024 )
Purchase of tangible assets		(324,287 )
Interest received		377
None cash effect of acqusition of subsidary		5,531,448

Net cash generated from investing activities		4,733,514

Cash flows from financing activities
Proceeds from issue of share capital		3
Proceeds from new bank borrowings		95,492
Amount introduced by directors		1,298,297

Net cash generated from financing activities		1,393,792



Increase in cash and cash equivalents		907,224
Cash and cash equivalents at beginning of period	2	-

Cash and cash equivalents at end of period	2	907,224

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Bja Trading Holdings Limited

Notes to the Consolidated Statement of Cash Flows

For the Period 19 April 2024 to 31 December 2024

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of profit for the financial period to cash used in operations

	31 December 2024
	£
Profit for the financial period	144,618
Adjustments for:
Tax on profit	48,044
Interest expense	17,547
Interest income	(377 )
Amortisation of intangible assets	56,149
Depreciation of tangible assets	58,682
Foreign exchange gains	(40,587)
Movements in working capital:
Increase in stocks	(5,278,607 )
Increase in trade and other debtors	(7,872,236 )
Increase in trade and other creditors	7,664,232

Net cash used in operations	(5,202,535 )

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	31 December 2024
	£
Cash at bank and in hand	936,221

3. Analysis of changes in net funds

	As at 19 April 2024	Cash flows	As at 31 December 2024
	£	£	£
Cash at bank and in hand	-	936,221	936,221
Overdraft facilities repayable on demand	-	(28,997)	(28,997)

Cash and cash equivalents	-	907,224	907,224
Debts falling due within one year	-	(95,492)	(95,492 )

	-	811,732	811,732

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Bja Trading Holdings Limited

Notes to the Financial Statements

For the Period 19 April 2024 to 31 December 2024

Notes to the Financial Statements

1. General Information

Bja Trading Holdings Limited is a private company, limited by shares, incorporated in England & Wales, registered number 15660056 . The registered office is Granville House The Heights Business Park, Ibstone Road, Stokenchurch, High Wycombe, HP14 3BG.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2024.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

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Bja Trading Holdings Limited

Notes to the Financial Statements (continued)

For the Period 19 April 2024 to 31 December 2024

2.4. Significant judgements and estimations

The following judgements and estimations have been made in the process of applying the company's accounting polices that have had the most significant effect on amounts recognised in the financial statements.

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 it affects only that period or in both current and future periods.

Useful economic lives of tangible fixed assets

The annual deprecation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. These are assessed by the directors on an annual basis.

Stock provisions

The ongoing stock value is reviewed for impairment based on orders in place and also stock holding days. These are assessed by the directors on an annual basis.

2.5. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.6. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.

Goodwill is amortised over its expected useful life of 10 years

Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the profit and loss account. No reversals of impairment are recognised.

2.7. Intangible Fixed Assets and Amortisation - Other Intangible

Other intangible assets are patents and software development. It is amortised to the profit and loss account over its estimated economic life.

2.8. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery	20% straight line
Motor Vehicles	25% straight line
Fixtures & Fittings	25%/10% straight line
Computer Equipment	20% straight line

2.9. Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated

impairment losses.

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Bja Trading Holdings Limited

Notes to the Financial Statements (continued)

For the Period 19 April 2024 to 31 December 2024

2.10. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

2.11. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.

Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

2.12. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.13. Financial Instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised

2.14. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

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Bja Trading Holdings Limited

Notes to the Financial Statements (continued)

For the Period 19 April 2024 to 31 December 2024

2.15. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

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

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the period, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.16. Defined Contribution Plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

3. Turnover

The turnover of the company is attributable to the principle activity of the company. During the year sales of £30,434,793

were carried out.

The turnover consisted of sales of goods amounting to £30,420,043 in which £29,105,559 were carried out in the UK and

£1,314,484 were overseas.

The remaining turnover consists of charges for services provided in the UK of £14,750

The turnover of the group for the period post acquisition was £4,070,024

4. Operating Profit

The operating profit is stated after charging:

	31 December 2024
	£
Bad debts	67,662
Research and Development Costs	21,153
Depreciation of tangible fixed assets	58,682
Amortisation of intangible fixed assets	78,260

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Bja Trading Holdings Limited

Notes to the Financial Statements (continued)

For the Period 19 April 2024 to 31 December 2024

5. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the period was as follows:

	31 December 2024
	£
Audit Services
Audit of the company's financial statements	13,720

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	31 December 2024
	£
Wages and salaries	190,903
Social security costs	52,496
Other pension costs	12,267

	255,666

7. Average Number of Employees

Group

Average number of employees, including directors, during 2023 was 87, during the period it was: 82

Company

Average number of employees, including directors, during the period was: 2

8. Directors' remuneration

	31 December 2024
	£
Emoluments	8,467
Amounts paid to third parties in respect of directors' services	25,283

	33,750

9. Interest Receivable and Similar Income

	31 December 2024
	£
Other interest receivable type A	377

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Bja Trading Holdings Limited

Notes to the Financial Statements (continued)

For the Period 19 April 2024 to 31 December 2024

10. Interest Payable and Similar Charges

	31 December 2024
	£
Bank loans and overdrafts	17,547

11. Tax on Profit

	Tax Rate	31 December 2024
The tax charge on the profit for the period was as follows:
	31 December 2024	£
Current tax
UK Corporation Tax	25.0%	45,470
Deferred Tax
Deferred taxation		2,574


Total tax charge for the period		48,044


The actual charge for the period can be reconciled to the expected charge for the period based on the profit and the standard rate of corporation tax as follows:
		31 December 2024
		£
Profit before tax		192,662

Tax on profit at 25% (UK standard rate)		48,165
Goodwill/depreciation not allowed for tax		58,682
Expenses not deductible for tax purposes		12,851
Capital allowances		(3,326 )
Research and Development tax credit		(78,989 )
Difference in tax rates		8,087
Deferred tax from unrecognised timing difference from a prior period		2,574

Total tax charge for the period		48,044

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Bja Trading Holdings Limited

Notes to the Financial Statements (continued)

For the Period 19 April 2024 to 31 December 2024

12. Intangible Assets

Group

	Goodwill	Other	Total
	£	£	£
Cost
As at 19 April 2024	-	699,481	699,481
Additions	1,326,678	474,024	1,800,702

As at 31 December 2024	1,326,678	1,173,505	2,500,183

Amortisation
As at 19 April 2024	-	484,703	484,703
Provided during the period	22,111	197,704	219,815

As at 31 December 2024	22,111	682,407	704,518

Net Book Value
As at 31 December 2024	1,304,567	491,098	1,795,665

As at 19 April 2024	-	214,778	214,778

Company

The company had no intangible fixed assets as at 31 December 2024.

13. Tangible Assets

Group

	Plant & Machinery	Motor Vehicles	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£	£
Cost
As at 19 April 2024	1,308,988	132,448	892,707	677,432	3,011,575
Additions	152,296	-	171,991	-	324,287
Disposals	(250,165 )	(84,847 )	-	-	(335,012 )

As at 31 December 2024	1,211,119	47,601	1,064,698	677,432	3,000,850

Depreciation
As at 19 April 2024	918,077	132,448	596,404	607,217	2,254,146
Provided during the period	126,589	-	79,919	44,605	251,113
Disposals	(250,165 )	(84,847 )	-	-	(335,012 )

As at 31 December 2024	794,501	47,601	676,323	651,822	2,170,247

Net Book Value
As at 31 December 2024	416,618	-	388,375	25,610	830,603

As at 19 April 2024	390,911	-	296,303	70,215	757,429

Company

The company had no tangible fixed assets as at 31 December 2024.

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Bja Trading Holdings Limited

Notes to the Financial Statements (continued)

For the Period 19 April 2024 to 31 December 2024

14. Investments

Group

	Unlisted
	£
Cost
As at 19 April 2024	30,000

As at 31 December 2024	30,000

Provision
As at 19 April 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	30,000

As at 19 April 2024	30,000

Company

	Unlisted
	£
Cost
As at 19 April 2024	-
Additions	6,911,628

As at 31 December 2024	6,911,628

Provision
As at 19 April 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	6,911,628

As at 19 April 2024	-

Subsidiaries

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

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
BJA Trading Ltd	Granville House, The Heights Business Park Ibstone Road, Stokenchurch, HP14 3BG	Ordinary	100.00%	-
Birkdale Sales (Ireland) Ltd	Suite 16 the Cubes, Beacon South Quarter, Sandyford, Dublin 18 D18 XD36	Ordinary	-	100.00%

15. Stocks

	31 December 2024
	£
Stock	5,278,607

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Bja Trading Holdings Limited

Notes to the Financial Statements (continued)

For the Period 19 April 2024 to 31 December 2024

16. Debtors

	Group	Company
	31 December 2024	31 December 2024
	£	£
Due within one year
Trade debtors	4,627,927	-
Amounts owed by participating interests	723,124	-
Other debtors	2,521,185	-

	7,872,236	-

17. Creditors: Amounts Falling Due Within One Year

	Group	Company
	31 December 2024	31 December 2024
	£	£
Trade creditors	627,826	-
Bank loans and overdrafts	124,489	-
Other creditors	6,982,045	-
Corporation tax	381,706	-
Taxation and social security	248,781	-
Accruals and deferred income	1,142,545	4,260

	9,507,392	4,260

18. Loans

An analysis of the maturity of loans is given below:

	Group
	31 December 2024
	£
Amounts falling due within one year or on demand:
Bank loans	95,492

19. Deferred Taxation

The provision for deferred tax is made up as follows:

	31 December 2024
	£
Other timing differences	179,691

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Bja Trading Holdings Limited

Notes to the Financial Statements (continued)

For the Period 19 April 2024 to 31 December 2024

20. Provisions for Liabilities

Group
	Deferred Tax	Total
	£	£
Additions	179,691	179,691

Balance at 31 December 2024	179,691	179,691

21. Share Capital

	31 December 2024
Allotted, called up and fully paid	£
76 Ordinary A shares of £ 1.00 each	76
76 Ordinary B shares of £ 1.00 each	76
51 Ordinary C shares of £ 1.00 each	51

	203

22. Other Commitments

The total of future minimum lease payments under operating leases are as following:

	31 December 2024
	£
Not later than one year	168,859
Later than one year and not later than five years	89,670

	258,529

23. Reserves

Company

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction

costs.

Profit and loss account - This reserve records retained earnings and accumulated losses.

Other reserves account - This reserve records the distribution from an indirect demerger

24. Related Party Disclosures

During the year, the trading company was demerged from its previous group in an indirect demerger and is the subject of a distribution to the holding company. The value of that dividend is recognised as a reserve in the accounts.

25. Controlling Parties

The company's ultimate controlling party are the directors by virtue of their interest in the share capital of the company.

Page 24