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Financial Statements
Bamford Bus Company Holdings Limited
For the year ended 31 December 2024
Registered number: 12213918
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Bamford Bus Company Holdings Limited
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Company Information
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E Matthew (appointed 29 September 2025)
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Chartered Accountants & & Statutory Auditors
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12 - 15 Donegall Square West
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Bamford Bus Company Holdings Limited
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Contents
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Independent auditor's report
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Statement of comprehensive income
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Statement of changes in equity
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Notes to the financial statements
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Bamford Bus Company Holdings Limited
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Strategic report
For the year ended 31 December 2024
The director has pleasure in presenting the Strategic Report for the financial year ended 31 December 2024.
Principal activities and business review
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The principal activity of the Company is to act as a holding company.
Principal risks and uncertainties
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The risks facing the Company are limited as it is a holding company. The director will continue to monitor the environment in which the Company operates.
Directors' statement of compliance with duty to promote the success of the Company
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From the perspective of the director, the matters for consideration under section 172 of the Companies Act 2006 (“s172”) have been considered to an appropriate extent by the Company. Such consideration is included in the statements set out below, noting the Director's duty under s172 to act in good faith to promote the success of the Company for the benefit of its shareholders but having regard amongst other matters to the following:
∙the likely consequences of any decision in the long term;
∙the interests of the Company's employees;
∙the need to foster the Company’s business relationships with customers and others;
∙the impact of the Company’s operations on the community and the environment;
∙the desirability of the Company maintaining a reputation for high standards of business conduct; and
∙the need to act fairly as between members of the Company.
For the Company, compliance is one of the cornerstone values and forms the basis for all decisions and activities. It is the key to integrity in conducting business and as a global Company the Director is committed to ensuring that all business is carried out in full accordance with the law as well as internal rules and principles.
The director of the Company confirmed that he has acted in the way he considers, in good faith, would be most likely to promote success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in Section 172(1) (a-f) of the Act) in the decisions taken during the period ended 31 December 2024. The following paragraphs summarise how the directors fulfil their duties:
∙As the director, my intention is to behave responsibly and ensure that management operate the business in a responsible manner.
∙As the director, I am committed to openly engage with our shareholders. It is important to me that shareholders understand our strategy and objectives, so these must be clearly communicated, feedback heard and issues or questions raised properly considered.
∙As our services provided grow, our risk environment also becomes more complex. It is therefore, important that we effectively identify, evaluate, manage and mitigate the risks the Company faces.
∙Our employees are vital to the services provided by the Company. We aim to be a responsible employer in our approach to the pay and benefits for our employees. For our business to succeed, we need to manage our employees’ performance and develop talent while ensuring the Company operates as efficiently as possible. The health and safety of our employees is very important to us.
∙In order to grow our business, we need to develop and maintain strong business relationships. We value all of our suppliers and customers.
Page 1
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Bamford Bus Company Holdings Limited
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Strategic report (continued)
For the year ended 31 December 2024
This report was approved by the board on 30 September 2025 and signed on its behalf.
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E Matthew
Director
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Page 2
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Bamford Bus Company Holdings Limited
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Directors' report
For the year ended 31 December 2024
The directors present their report and the audited financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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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 director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards 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's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
The profit for the year, after taxation, amounted to £9,600,000 (2023 - loss £42,416).
The director has recommended a dividend of £9,350,000 (2023: £Nil).
The director who served during the year was:
The directors plan to continue the Company's current activities.
Page 3
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Bamford Bus Company Holdings Limited
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Directors' report (continued)
For the year ended 31 December 2024
Engagement with suppliers, customers and others
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Our strategy prioritises growth, driven by continued development of our technological product offering for current and new customers, bringing new customers to the business and developing targeted markets overseas. To do this we focus on developing and nurturing strong customer relationships and reacting quickly to market demands. We value and work in partnership with our supply chain and have multi year contracts in place with some key suppliers. We ensure we adhere to prompt payment policy and work closely with our suppliers to ensure quality throughout the manufacturing process.
Branches outside the United Kingdom
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There are no branches of the Company outside the United Kingdom.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
Matters covered in the Strategic report
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Under Schedule 7.1 A of 'Large and Medium-Sized Companies and Groups (Accounting and Reporting) Regulations 2008', the Group has elected to disclose the following Director's report information in the Strategic report:
∙Principal activities and business review;
∙Principal risks and uncertainties; and
∙S172 reporting.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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In June 2025, the company sold 4.99% of its shareholding in Green Investment Company One Limited. Consideration of £28,388,090 was received.
There have been no other significant events affecting the Company since the year end.
Page 4
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Bamford Bus Company Holdings Limited
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Directors' report (continued)
For the year ended 31 December 2024
The auditor, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 30 September 2025 and signed on its behalf.
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E Matthew
Director
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Independent auditor's report to the members of Bamford Bus Company Holdings Limited
We have audited the financial statements of Bamford Bus Company Holdings Limited, which comprise the Balance sheet and the Statement of changes in equity for the financial year ended 31 December 2024, and the related 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, Bamford Bus Company Holdings Limited's financial statements:
∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance for the financial year then ended; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 'Responsibilities of the auditor 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 United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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
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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 the date 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.
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Independent auditor's report to the members of Bamford Bus Company Holdings Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
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 Directors' report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic 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, 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.
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Independent auditor's report to the members of Bamford Bus Company Holdings Limited (continued)
Responsibilities of management and those charged with governance for the financial statements
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Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
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The objectives of an auditor 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 their 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.
A further description of an auditor's 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 auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
Based on our understanding of the Company and industry, we identified that the principal risks of non compliance with laws and regulations related to compliance with Data Privacy Laws, Employment Laws, Environmental Regulations and Health and Safety Laws, and we considered the extent to which non compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non compliance with the laws and regulations. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one off or unusual transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.
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Independent auditor's report to the members of Bamford Bus Company Holdings Limited (continued)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
In response to these principal risks, our audit procedures included but were not limited to:
∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non compliance and whether they have knowledge of any actual, suspected or alleged fraud;
∙inspection of the Company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;
∙gaining an understanding of the internal controls established to mitigate risk related to fraud;
∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;
∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙challenging assumptions and judgements made by management in their significant accounting estimates; and
∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
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This report is made solely to the Company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Neal Taylor FCA (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants &
Statutory Auditors
Belfast
Date:30 September 2025
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Bamford Bus Company Holdings Limited
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Statement of comprehensive income
For the year ended 31 December 2024
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Profit/(loss) for the financial year
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All amounts presented above relate to continuing operations.
There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 13 to 17 form part of these financial statements.
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Page 10
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Bamford Bus Company Holdings Limited
Registered number:12213918
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Balance sheet
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board on 30 September 2025 and were signed on its behalf.
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E Matthew
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The notes on pages 13 to 17 form part of these financial statements.
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Bamford Bus Company Holdings Limited
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Statement of changes in equity
For the year ended 31 December 2024
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Contributions by and distributions to owners
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Dividends: Equity capital
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Statement of changes in equity
For the year ended 31 December 2023
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The notes on pages 13 to 17 form part of these financial statements.
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Page 12
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Bamford Bus Company Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
Bamford Bus Company Holdings Limited is a Company limited by shares and incorporated in England and Wales. The registered office is at North Bailey House, 12 New Inn Hall Street, Oxford, United Kingdom, OX1 2RP.
The principal activity of the Company is to act as a holding company.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The Company has no debt therefore an analysis of net debt has not been presented.
The financial statements are presented in Sterling (£).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company is availing of the exemption from preparing consolidated financial statements in accordance with s400 of the Companies Act 2006, as it is included in the consolidated accounts of HydraB Power Limited prepared to 31 December 2024. Therefore, these financial statements present the operations of the Company as a single entity, and not those of its group.
After reviewing the Company's forecasts and projections, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore adopts the going concern basis in preparing its financial statement.
Bamford Bus Company Holdings Limited relies on the continued support of their parent company HydraB Power to ensure it is able to pay its liabilities as they fall due in the twelve months following the date of these financial statements.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Bamford Bus Company Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the director's opinion there are no significant judgements, estimates and assumptions made in preparing these financial statements.
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During the year, the Company obtained the following services from the Company's auditor and its associates:
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Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
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Fees payable to the Company's auditor and its associates in respect of:
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Taxation compliance services
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Bamford Bus Company Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
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The average monthly number of employees, including the directors, during the year was as follows:
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The director was remunerated for his services to this company in a related undertaking. Details can be found in the financial statements of HydraB Power Limited.
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Investments in subsidiary companies
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The following was a subsidiary undertaking of the Company:
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Green Investment Company One Limited
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Bamford Bus Company Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Allotted, called up and fully paid
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163,024 (2023 - 163,024) Ordinary shares of £1.00 each
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Called up share capital
Represents the nominal value of shares that have been issued.
Profit and loss account
Profit and loss account represents accumulated comprehensive income for the financial year and prior year as shown in the statement of changes in equity.
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Bamford Bus Company Holdings Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Related party transactions
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The Company has availed of the exemption in FRS 102 Section 33, Paragraph 33.1A which allows nondisclosure of transactions between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
At 31 December 2024, the amount owed to group undertakings of £9,411,166 (2023: £390,814) is due to entities within the HydraB Power Limited group. This balance arose due to company recharges of £Nil (2023: £46,016) incurred and dividend paid of £9,350,000 (2023: £Nil) during the period.
At 31 December 2024, the amount owed from group undertakings of £9,436,024 (2023: £163,024) is due from a subsidiary company and the movement in the year is attributable to a dividend received of £9,600,000 (2023: £Nil).
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Post balance sheet events
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In June 2025, the company sold 4.99% of it's shareholding in Green Investment Company One Limited. Consideration of £28,388,090 was received.
There have been no other significant events affecting the Company since the year end.
The parent of the Company is HydraB Power Limited, a company registered in England and Wales, with a registered office in North Bailey House, 12 New Inn Hall Street, Oxford, England, OX1 2RP.
The ultimate controlling party is J Bamford.
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