REGISTERED NUMBER: 07035020 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 December 2024

for

BACA Workwear & Safety Ltd

Page

Strategic Report

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Cash Flow Statement

9

Notes to the Cash Flow Statement

10

Notes to the Financial Statements

12

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

REVIEW OF BUSINESS

The company has generated £6,989,797 (2023: £15,086,056) of turnover due to excellent products and customer service. The company has generated £669,621 of profits before tax for the year (2023: £3,151,234). The prior year included a gain on disposal of goodwill to a group company of £2,328,106 and the underlying trading profit before tax was £823,127.

At the period end the company had shareholders funds of £4,852,582 (2023: £4,437,611) including distributable profits of £4,852,581 (2023: £4,437,610). The directors therefore believe the company's position to be satisfactory, especially as the company's current assets exceed its current liabilities by £4,723,944 (2023: £4,266,753).

The group carried out a demerger process post year-end which resulted in a net asset and net current asset reduction in this company of £3,113,527.

The directors believe that there is a strong foundation to build the business and improve significantly on the current year's results.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have assessed the main risk facing the company as being increased competition from other national companies. These companies are able to sell similar products to those offered by the company at competitive prices, which could lead to decreasing margins. The directors believe that the quality of our products and customer service will help mitigate these risks and hope to see satisfactory trading results in the coming year.

ON BEHALF OF THE BOARD:

Mr M Calder - Director

29 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 selling safety and work clothing.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £84,000.

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 M Calder

Mr A Calder

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

Drummond Laurie CA are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

Mr M Calder - Director

29 September 2025

Opinion

We have audited the financial statements of BACA Workwear & Safety Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of 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 Statement of Directors' Responsibilities set out on page two, 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.

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.

Based on our understanding of the company, we identified that the principal risks of non-compliance with laws and regulations related to fraudulent manipulation of the financial statements, including the risk of override of controls, to reduce profits and tax liabilities. We determined that the most likely method of manipulation would be the posting of inappropriate journal entries. Audit procedures performed by the audit engagement team consisted of a review of large and unusual journal entries, challenging assumptions and judgements made by management in significant accounting estimates, discussions with management related to known or suspected instances of non-compliance with laws and regulations, review of Board minutes where available, and an evaluation of management controls designed to prevent and detect irregularities.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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 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.

Greig Brown (Senior Statutory Auditor)

for and on behalf of Drummond Laurie CA

Statutory Auditor

Unit 5

Gateway Business Park

Beancross Road

Grangemouth

FK3 8WX

29 September 2025

TURNOVER

3

6,989,797

15,086,056

Cost of sales

(4,303,034

)

(11,092,666

)

GROSS PROFIT

2,686,763

3,993,390

Administrative expenses

(2,017,142

)

(799,029

)

OPERATING PROFIT

5

669,621

3,194,361

Interest payable and similar expenses

6

(13,268

)

(43,127

)

PROFIT BEFORE TAXATION

656,353

3,151,234

Tax on profit

7

(157,382

)

(106,370

)

PROFIT FOR THE FINANCIAL YEAR

498,971

3,044,864

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

498,971

3,044,864

FIXED ASSETS

Intangible assets

9

15,575

24,475

Tangible assets

10

185,114

294,498

200,689

318,973

CURRENT ASSETS

Stocks

11

1,469,977

1,471,855

Debtors

12

6,700,492

6,646,231

Cash at bank and in hand

315,257

517,809

8,485,726

8,635,895

CREDITORS

Amounts falling due within one year

13

(3,761,782

)

(4,369,142

)

NET CURRENT ASSETS

4,723,944

4,266,753

TOTAL ASSETS LESS CURRENT LIABILITIES

4,924,633

4,585,726

CREDITORS

Amounts falling due after more than one year

14

(56,693

)

(95,279

)

PROVISIONS FOR LIABILITIES

18

(15,358

)

(52,836

)

NET ASSETS

4,852,582

4,437,611

CAPITAL AND RESERVES

Called up share capital

19

1

1

Retained earnings

20

4,852,581

4,437,610

SHAREHOLDERS' FUNDS

4,852,582

4,437,611

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mr M Calder - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1

1,502,640

1,502,641

Changes in equity

Dividends

-

(109,894

)

(109,894

)

Total comprehensive income

-

3,044,864

3,044,864

Balance at 31 December 2023

1

4,437,610

4,437,611

Changes in equity

Dividends

-

(84,000

)

(84,000

)

Total comprehensive income

-

498,971

498,971

Balance at 31 December 2024

1

4,852,581

4,852,582

Cash flows from operating activities

Cash generated from operations

1

484,722

1,977,465

Interest paid

(2,668

)

(27,243

)

Interest element of hire purchase payments paid

(10,600

)

(15,884

)

Tax paid

(235,188

)

118,046

Net cash from operating activities

236,266

2,052,384

Cash flows from investing activities

Purchase of tangible fixed assets

(43,464

)

(19,709

)

Sale of tangible fixed assets

14,837

-

Net cash from investing activities

(28,627

)

(19,709

)

Cash flows from financing activities

Loan repayments in year

(250,009

)

(151,890

)

Capital repayments in year

(76,182

)

(81,099

)

Equity dividends paid

(84,000

)

(109,894

)

Net cash from financing activities

(410,191

)

(342,883

)

(Decrease)/increase in cash and cash equivalents

(202,552

)

1,689,792

Cash and cash equivalents at beginning of year

2

517,809

(1,171,983

)

Cash and cash equivalents at end of year

2

315,257

517,809

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

31.12.24

31.12.23

£

£

Profit before taxation

656,353

3,151,234

Depreciation charges

184,105

255,397

Loss/(profit) on disposal of fixed assets

145

(2,392,967

)

Finance costs

13,268

43,127

853,871

1,056,791

Decrease in stocks

1,878

694,869

(Increase)/decrease in trade and other debtors

(54,261

)

2,965,027

Decrease in trade and other creditors

(316,766

)

(2,739,222

)

Cash generated from operations

484,722

1,977,465

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

£

£

Cash and cash equivalents

315,257

517,809

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

517,809

151,100

Bank overdrafts

-

(1,323,083

)

517,809

(1,171,983

)

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1.1.24

Cash flow

changes

At 31.12.24

£

£

£

£

Net cash

Cash at bank

and in hand

517,809

(202,552

)

315,257

517,809

(202,552

)

315,257

Debt

Finance leases

(143,130

)

76,182

(37,339

)

(104,287

)

Debts falling due

within 1 year

(329,513

)

250,009

-

(79,504

)

(472,643

)

326,191

(37,339

)

(183,791

)

Total

45,166

123,639

(37,339

)

131,466

1.	STATUTORY INFORMATION

BACA Workwear & Safety Ltd is a private company, limited by shares, domiciled in England, registration number 07035020. The registered office is Unit 3 Clayfield Close, Moulton Park, Northampton, NN3 6QN.

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.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with group companies.

Turnover

Turnover represents net invoiced sales of safety and work clothing, excluding value added tax. Sales are recognised at the point at which the goods are delivered.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2016, is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets and depreciation

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

25% on cost and 20% on cost

Fixtures and fittings

-

25% on cost

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on cost

Tangible fixed assets are stated at cost less depreciation. Cost represent purchase price together with any incidental costs of acquisition.

The directors have considered the residual value of all tangible fixed assets to be immaterial and therefore all tangible fixed assets are depreciated to nil value.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is represented by purchase price.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Provisions

Provisions are recognised when the company has a legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Provisions are discounted where the time value of money is material.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is

determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand and highly liquid interest-bearing securities with maturities of three months or less. In the cash-flow statement, cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in liabilities on the balance sheet.

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:

31.12.24

31.12.23

£

£

United Kingdom

6,981,682

14,823,995

Europe

-

148,573

Rest of World

8,115

113,488

6,989,797

15,086,056

4.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

1,540,271

2,255,722

Social security costs

145,596

203,498

Other pension costs

20,857

32,110

1,706,724

2,491,330

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

31.12.24

31.12.23

Employees

35

60

31.12.24

31.12.23

£

£

Directors' remuneration

100,418

83,724

Directors' pension contributions to money purchase schemes

1,321

991

5.	OPERATING PROFIT

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

31.12.24

31.12.23

£

£

Other operating leases

(112,000

)

227,297

Depreciation - owned assets

142,010

218,945

Depreciation - assets on hire purchase contracts

33,195

27,552

Loss/(profit) on disposal of fixed assets

145

(2,392,967

)

Goodwill amortisation

8,900

8,900

Auditors' remuneration

13,400

12,600

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Loan interest

2,668

27,243

Hire purchase

10,600

15,884

13,268

43,127

7.

TAXATION

Analysis of the tax charge

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

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

194,860

235,188

Deferred tax

(37,478

)

(128,818

)

Tax on profit

157,382

106,370

Reconciliation of total tax charge included in profit and loss

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

31.12.24

31.12.23

£

£

Profit before tax

656,353

3,151,234

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

164,088

741,202

Effects of:

Expenses not deductible for tax purposes

18,015

12,562

Income not taxable for tax purposes

-

(562,850

)

Depreciation in excess of capital allowances

39,666

44,274

Deferred tax movement

(37,478

)

(128,818

)

Group relief claimed

(26,909

)

-

Total tax charge

157,382

106,370

8.

DIVIDENDS

31.12.24

31.12.23

£

£

Ordinary share of £1

Final

84,000

109,894

9.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

89,000

AMORTISATION

At 1 January 2024

64,525

Amortisation for year

8,900

At 31 December 2024

73,425

NET BOOK VALUE

At 31 December 2024

15,575

At 31 December 2023

24,475

10.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 January 2024

556,822

83,643

167,104

211,042

1,018,611

Additions

1,985

-

78,818

-

80,803

Disposals

-

-

(56,874

)

-

(56,874

)

At 31 December 2024

558,807

83,643

189,048

211,042

1,042,540

DEPRECIATION

At 1 January 2024

425,094

78,012

75,738

145,269

724,113

Charge for year

93,278

3,232

40,009

38,686

175,205

Eliminated on disposal

-

-

(41,892

)

-

(41,892

)

At 31 December 2024

518,372

81,244

73,855

183,955

857,426

NET BOOK VALUE

At 31 December 2024

40,435

2,399

115,193

27,087

185,114

At 31 December 2023

131,728

5,631

91,366

65,773

294,498

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

Motor

machinery

vehicles

Totals

£

£

£

COST

At 1 January 2024

85,083

90,951

176,034

Additions

-

37,339

37,339

Disposals

-

(46,134

)

(46,134

)

Transfer to ownership

(18,250

)

-

(18,250

)

At 31 December 2024

66,833

82,156

148,989

DEPRECIATION

At 1 January 2024

19,040

33,941

52,981

Charge for year

16,709

16,486

33,195

Eliminated on disposal

-

(31,152

)

(31,152

)

Transfer to ownership

(9,637

)

-

(9,637

)

At 31 December 2024

26,112

19,275

45,387

NET BOOK VALUE

At 31 December 2024

40,721

62,881

103,602

At 31 December 2023

66,043

57,010

123,053

11.

STOCKS

31.12.24

31.12.23

£

£

Finished goods

1,469,977

1,471,855