REGISTERED NUMBER: 05002658 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

BLUE MACHINERY (SOUTHERN) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

Mr B V Maxwell

Mr T J Hughes

Mr J Mathew

REGISTERED OFFICE:

Harbour Road Trading Estate

Portishead

Bristol

BS20 7BL

REGISTERED NUMBER:

05002658 (England and Wales)

AUDITORS:

James

Chartered Accountants

Statutory Auditors

6 Beaconsfield Road

Clifton

Bristol

BS8 2TS

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

REVIEW OF BUSINESS

The trading performance of the company is regarded by the Directors as satisfactory.

The Directors consider that the appropriate key performance indicators were:

-Achievement of a profit before taxation of £2,224,169 (2023 £145,953)

-Achievement of gross profit of 14.4% (2023: 8.8%)

-Maintenance of liquidity at level of positive net current assets

The Directors are looking forward to 2025/26 with confidence as a period of growth across core business areas.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have assessed the major risks facing the company as:

- The impact on future sales of changes in the economic climate

- The impact on future sales of changes in the availability of capital finance for customers

- The impact of interest rate changes.

ON BEHALF OF THE BOARD:

Mr J Mathew - Director

27 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the sale and purchase of machinery.

DIVIDENDS

No interim dividends were paid during the year ended 31 December 2024.

The directors recommend final dividends per share as follows:

A Ordinary £1 shares

NIL

B Ordinary £1 shares

£216.55

The total distribution of dividends for the year ended 31 December 2024 will be £ 6,496,451 .

EVENTS SINCE THE END OF THE YEAR

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

DIRECTORS

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

Mr B V Maxwell

Mr T J Hughes

Mr J Mathew

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with s.414C (11) Companies Act 2006 to set out in the company's strategic report, information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report.

DIRECTORS' RESPONSIBILITIES STATEMENT

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

Mr J Mathew - Director

27 September 2025

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

We identified the laws and regulations applicable to the company through discussions with the director and other management, and from our commercial knowledge and experience of the company's sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

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

Catherine Rich (Senior Statutory Auditor)

for and on behalf of James

Chartered Accountants

Statutory Auditors

6 Beaconsfield Road

Clifton

Bristol

BS8 2TS

27 September 2025

TURNOVER

3

31,171,735

32,785,446

Cost of sales

(26,658,736

)

(29,891,987

)

GROSS PROFIT

4,512,999

2,893,459

Administrative expenses

(2,282,207

)

(2,747,538

)

OPERATING PROFIT

5

2,230,792

145,921

Interest receivable and similar income

1,184,590

669,111

3,415,382

815,032

Interest payable and similar expenses

6

(1,191,213

)

(669,079

)

PROFIT BEFORE TAXATION

2,224,169

145,953

Tax on profit

7

(650,000

)

(80,000

)

PROFIT FOR THE FINANCIAL YEAR

1,574,169

65,953

PROFIT FOR THE YEAR

1,574,169

65,953

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,574,169

65,953

FIXED ASSETS

Intangible assets

9

73,135

82,301

Tangible assets

10

920,240

4,162,007

Investments

11

75,000

75,000

1,068,375

4,319,308

CURRENT ASSETS

Stocks

12

21,893,279

15,934,467

Debtors

13

8,794,634

13,417,252

30,687,913

29,351,719

CREDITORS

Amounts falling due within one year

14

27,778,928

23,929,797

NET CURRENT ASSETS

2,908,985

5,421,922

TOTAL ASSETS LESS CURRENT LIABILITIES

3,977,360

9,741,230

CREDITORS

Amounts falling due after more than one year

15

-

(841,588

)

PROVISIONS FOR LIABILITIES

18

(108,750

)

(108,750

)

NET ASSETS

3,868,610

8,790,892

CAPITAL AND RESERVES

Called up share capital

19

100,000

100,000

Retained earnings

20

3,768,610

8,690,892

SHAREHOLDERS' FUNDS

3,868,610

8,790,892

The financial statements were approved by the Board of Directors and authorised for issue on 27 September 2025 and were signed on its behalf by:

Mr J Mathew - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100,000

8,624,939

8,724,939

Changes in equity

Total comprehensive income

-

65,953

65,953

Balance at 31 December 2023

100,000

8,690,892

8,790,892

Changes in equity

Dividends

-

(6,496,451

)

(6,496,451

)

Total comprehensive income

-

1,574,169

1,574,169

Balance at 31 December 2024

100,000

3,768,610

3,868,610

Cash flows from operating activities

Cash generated from operations

1

(1,285,127

)

(4,605,231

)

Interest paid

(1,191,213

)

(669,079

)

Tax paid

(184,150

)

23,916

Net cash from operating activities

(2,660,490

)

(5,250,394

)

Cash flows from investing activities

Purchase of intangible fixed assets

-

(18,333

)

Purchase of tangible fixed assets

(481,410

)

(4,071,195

)

Sale of tangible fixed assets

3,340,185

22,250

Interest received

1,184,590

669,111

Net cash from investing activities

4,043,365

(3,398,167

)

Cash flows from financing activities

Stocking finance

11,007,975

572,989

Bank loan

-

(325,000

)

Hire purchase

(3,980,157

)

4,774,119

Amount introduced by directors

-

609,476

Amount withdrawn by directors

(561,230

)

-

Equity dividends paid

(6,496,451

)

-

Net cash from financing activities

(29,863

)

5,631,584

Increase/(decrease) in cash and cash equivalents

1,353,012

(3,016,977

)

Cash and cash equivalents at beginning of year

2

(2,161,903

)

855,074

Cash and cash equivalents at end of year

2

(808,891

)

(2,161,903

)

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

2,224,169

145,953

Depreciation charges

433,742

534,368

Profit on disposal of fixed assets

(41,584

)

(13,810

)

Finance costs

1,191,213

669,079

Finance income

(1,184,590

)

(669,111

)

2,622,950

666,479

Increase in stocks

(5,958,812

)

(5,940,099

)

Decrease/(increase) in trade and other debtors

5,183,848

(3,252,399

)

(Decrease)/increase in trade and other creditors

(3,133,113

)

3,920,788

Cash generated from operations

(1,285,127

)

(4,605,231

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Bank overdrafts

(808,891

)

(2,161,903

)

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

-

855,074

Bank overdrafts

(2,161,903

)

-

(2,161,903

)

855,074

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Bank overdrafts

(2,161,903

)

1,353,012

(808,891

)

(2,161,903

)

1,353,012

(808,891

)

Debt

Finance leases

(4,774,119

)

3,980,157

(793,962

)

(4,774,119

)

3,980,157

(793,962

)

Total

(6,936,022

)

5,333,169

(1,602,853

)

1.	STATUTORY INFORMATION

Blue Machinery (Southern) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

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

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

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

Improvements to property

-

Straight line over the term of the lease

Plant and machinery

-

25% on cost

Motor vehicles

-

25% on cost

Stocks

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

30,061,580

30,296,839

Europe

1,110,155

2,118,607

Rest of World

-

370,000

31,171,735

32,785,446

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,809,667

2,076,214

Social security costs

212,809

244,834

Other pension costs

28,589

33,101

2,051,065

2,354,149

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

2024

2023

Directors

2

3

Sales and engineers

18

20

Administration

8

6

28

29

2024

2023

£

£

Directors' remuneration

200,500

319,750

Directors' pension contributions to money purchase schemes

2,642

3,963

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

100,250

115,250

Pension contributions to money purchase schemes

1,321

1,321

5.	OPERATING PROFIT

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

2024

2023

£

£

Depreciation - owned assets

424,576

526,271

Profit on disposal of fixed assets

(41,584

)

(13,810

)

Know-how amortisation

9,166

8,097

Auditors' remuneration

14,500

14,000

Foreign exchange differences

(291,156

)

(260,612

)

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank and finance company interest

1,191,213

669,079

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

650,000

12,000

Deferred tax

-

68,000

Tax on profit

650,000

80,000

Reconciliation of total tax charge included in profit and loss

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

2024

2023

£

£

Profit before tax

2,224,169

145,953

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

556,042

34,299

Effects of:

Expenses not deductible for tax purposes

93,958

45,701

Total tax charge

650,000

80,000

8.

DIVIDENDS

2024

2023

£

£

B Ordinary shares of £1 each

Final

6,496,451

-

9.	INTANGIBLE FIXED ASSETS

Know-how

£

COST

At 1 January 2024

and 31 December 2024

90,398

AMORTISATION

At 1 January 2024

8,097

Amortisation for year

9,166

At 31 December 2024

17,263

NET BOOK VALUE

At 31 December 2024

73,135

At 31 December 2023

82,301

10.	TANGIBLE FIXED ASSETS

Improvements

to

Plant and

Motor

Hire

property

machinery

vehicles

stock

Totals

£

£

£

£

£

COST

At 1 January 2024

345,297

702,158

1,098,808

3,311,873

5,458,136

Additions

25,315

48,037

408,058

-

481,410

Disposals

-

-

(330,919

)

(3,311,873

)

(3,642,792

)

At 31 December 2024

370,612

750,195

1,175,947

-

2,296,754

DEPRECIATION

At 1 January 2024

281,946

479,316

424,662

110,205

1,296,129

Charge for year

58,971

109,383

256,222

-

424,576

Eliminated on disposal

-

-

(233,986

)

(110,205

)

(344,191

)

At 31 December 2024

340,917

588,699

446,898

-

1,376,514

NET BOOK VALUE

At 31 December 2024

29,695

161,496

729,049

-

920,240

At 31 December 2023

63,351

222,842

674,146

3,201,668

4,162,007

11.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 January 2024

and 31 December 2024

75,000

NET BOOK VALUE

At 31 December 2024

75,000

At 31 December 2023

75,000