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Financial Statements
Bamford Bus Company Limited
For the year ended 31 December 2024
Registered number: 12214576
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Bamford Bus Company Limited
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Company Information
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J Burns (resigned 30 July 2025)
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E Matthew (appointed 29 July 2025)
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Chartered Accountants & Statutory Auditors
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Bamford Bus Company Limited
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Contents
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Independent auditors' 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 Limited
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Strategic report
For the year ended 31 December 2024
The directors have pleasure in presenting the strategic report for the year ended 31 December 2024.
Principal activities and business review
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The Principal activity of the Company during the year was the manufacture of electric and hydrogen powered buses and related aftermarket activities.
The directors consider the results for the 12 month period to be in line with expectations. In the 12 month period ended 31 December 2024, the Company made a profit on ordinary activities before taxation of £31,079,943 (2023: loss of £10,191,792 as restated) and had net assets of £35,292,209 (2023: net assets of £8,391,606 as restated). Earnings before interest, tax, depreciation and amortisation were £38,917,844 (2023: £1,509,154). Earnings in the second half year were considerably higher than the first half year’s earnings.
During 2024 Bamford Bus Company Ltd has continued to implement its expansion plans, whilst simultaneously investing heavily in research and development in line with strategy. The Company achieved year on year revenue growth in 2024 of 77%. The Company has a proven track record in innovative engineering and design and 2024 has seen the successful launch of a left hand drive hydrogen fuel cell bus compliant with all German regulations. This bus adds to our full complement of both single deck and double deck variants across all drives-lines - diesel, hydrogen fuel cell and battery electric. As the bus industry accelerates its transition to zero emissions, the Company has successfully managed a corresponding shift in the skills of its workforce, with many more employees having electrical engineering and Hydrogen gas engineering expertise. Continued investment in our people remains a priority and is key to retaining our competitive advantage.
The Company expects the number of buses it produces to further increase in 2025.
Page 1
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Bamford Bus Company Limited
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Strategic report (continued)
For the year ended 31 December 2024
Principal risks and uncertainties
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The directors consider that the principal risks and uncertainties faced by the Company fall into the following categories:
Economic risk
The risk of increased interest rates and/or inflation and fluctuations in exchange rates may have an adverse impact on profitability. The Company monitors the macro economic environment on a regular basis and if required will enter into hedge contracts to mitigate the risk.
Credit risk
The Company has built strong relationships with all of its key customers and has well developed credit control processes. Appropriate credit terms, taking into consideration credit ratings and past payment performance, are agreed with all customers. These are amended from time to time if circumstances change.
Competition and market risk
The directors of the Company consider competition risk through close attention to quality and customer service levels. The Company monitors domestic and global market information and its sales prospects on an ongoing basis to anticipate demand. The Company strives to ensure that its product and technological development, manufacturing capacity, supply chain capability and anticipated future customer demands are all aligned.
People in our business
The success of the Company has been achieved by the contribution of its staff. Whilst loss of skill and expertise is identified as a principle risk in the business, the Company’s moderate level of turnover of staff reflects the commitment of the Company to provide good terms and conditions of employment and a positive and safe working environment with internal opportunities for development and progression. The Company seeks to balance the interests of all staff and other stakeholders in the business in a fair and consistent manner. The Company’s high level of growth has generated a large number of new jobs. There have been challenges in filling all vacancies in the local labour market due to low unemployment rates and in some areas skills shortages. The Company has therefore had to supplement its current workforce with overseas workers as well as some contract staff.
Financial key performance indicators
The directors consider the following measures to be important indicators of the underlying performance of the business:
Page 2
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Bamford Bus Company Limited
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Strategic report (continued)
For the year ended 31 December 2024
Directors' statement of compliance with duty to promote the success of the Company
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From the perspective of the directors, 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 Directors’ 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 on the long term financial health of the Company;
∙the interests of the Company's employees;
∙the need to foster the Company's business relationships with customers, suppliers and other parties;
∙the impact of the Company's operations on the community and the environment;
∙the need for the Company to maintain a reputation for high standards of business conduct; and
∙the need to act fairly as between members of the Company.
For the Company the above are cornerstone values and inform all decisions and activities. The Company conducts its business at all times with integrity and in full accordance with the law and all applicable regulations as well as its own internal polices, procedures and principles.
The Board of Directors of the Company, both individually and together, confirm that during the period ended 31 December 2024 they have acted in the way they consider, in good faith, would most likely promote the 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). The following paragraphs summarise how the directors fulfil their duties:
∙As the board of directors, our intention is to behave responsibly and through supervision ensure that management operates the business in a responsible manner.
∙As the board of directors, we are committed to openly engage with our shareholders. It is important to us that shareholders understand and agree with our strategy and objectives for the Company and this is achieved through clear communication and discussion at regular meetings and through routine reporting.
∙As our services expand and the scale of the business grows, our risk environment also becomes more complex. It is therefore, important that we effectively identify, evaluate, manage and mitigate the risks the Company faces. For details of our principal risks and uncertainties, please see previous paragraphs of our strategic report.
∙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 of paramount important to us.
∙In order to continue to grow our business, we need to develop and maintain strong business relationships. We value all of our suppliers and customers.
This report was approved by the board on 30 September 2025 and signed on its behalf.
Page 3
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Bamford Bus Company 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 directors have 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 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 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 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 and other information included in Directors' reports may differ from legislation in other jurisdictions.
The profit for the year, after taxation, amounted to £23,900,603 (2023 - loss £9,792,712 as restated).
A dividend of £12,000,000 (2023 - £Nil) was proposed during the year.
The directors who served during the year were:
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J Burns (resigned 30 July 2025)
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The directors plan to continue the Company's current activities.
Page 4
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Bamford Bus Company Limited
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Directors' report (continued)
For the year ended 31 December 2024
Research and development activities
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The company spent £9,584,359 (2023: £2,180,615) on research and development activities in the period of which £7,251,043 (2023: £Nil) was capitalised.
Engagement with employees
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During the period the policy of providing employees with information about the Company has continued. Employees are encouraged to present their suggestions and views on the Company's performance and areas of improvement, which are cascaded to the wider workforce. Communication briefs have been held and email communication bulletins have been distributed when appropriate along with the use of social media.
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.
Applications for employment by disabled persons are always fully and fairly considered, bearing in mind the aptitudes of the applicant concerned. In the event of an employee becoming disabled every effort is made to ensure that their employment continues and appropriate training is arranged. The Company has a policy to ensure that the training and promotion of a disabled person should, as far as possible, be identical to that of other employees.
Branches outside the United Kingdom
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There are no branches of the Company outside the United Kingdom.
Page 5
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Bamford Bus Company Limited
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Directors' report (continued)
For the year ended 31 December 2024
Greenhouse gas emissions, energy consumption and energy efficiency action
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Intensity measurement
We have chosen the Intensity measurement as emissions in tonne of CO2 per bus manufactured (1,016 (2023: 623). This was chosen as it is a useful figure for the organisation and will allow comparison with other businesses within the manufacturing sector.
Energy efficiency action
Bamford Bus Company Limited is committed to reducing our carbon emissions. We are tracking our carbon footprint and are developing a NET Zero strategy. Some of the current initiatives include:
∙Manual shut down procedures each evening of plant and machinery in place.
∙Review of feasibility of automatic controls.
∙Solar power installation following recommendations in feasibility study planned for 2025.
∙LED lighting rollout continues in factory areas.
∙Waste management improvements continue - Cardboard baling, improved segregation and collaboration with suppliers to reduce packaging.
∙Energy efficient equipment – New energy efficient variable speed compressor installed. New energy efficient paint booth installed. Additional one planned for 2025.
∙Considering further upgrades.
Methodologies used
We have followed the 2024 UK Government reporting guidance. We used the 2024 UK Government Conversion Factors to complete the calculations for Company Reporting.
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Bamford Bus Company Limited
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Directors' report (continued)
For the year ended 31 December 2024
Matters covered in the Strategic report
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Under Schedule 7.1A of 'Large and Medium—Sized Companies and Groups (Accounting and Reporting) Regulations 2008', the Company has elected to disclose the following directors' report information in the Strategic Report:
∙Principal activities and business review;
∙Principal risks and uncertainties
∙Financial key performance indicators; and
∙Section 172 reporting.
Disclosure of information to auditors
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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 auditors are 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 auditors are aware of that information.
Post balance sheet events
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In April 2025, the Company signed a £150m finance agreement with HSBC.
There have been no other significant events affecting the Company since year end.
The auditors, 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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Independent auditors' report to the members of Bamford Bus Company Limited
We have audited the financial statements of Bamford Bus Company Limited, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, 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 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 and cash flows 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 auditors' report to the members of Bamford Bus Company Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' 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 auditors' report to the members of Bamford Bus Company 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 Auditors' 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 Employment Law, 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.
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Independent auditors' report to the members of Bamford Bus Company Limited (continued)
We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.
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, including estimating useful lives of tangible and intangible fixed assets, allowance for the impairment of bad debt, allowance for the impairment in stock and provision for future warranty costs; 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 (Senior statutory auditor)
for and on behalf of
Grant Thornton (NI) LLP
Chartered Accountants &
Statutory Auditors
Belfast
30 September 2025
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Bamford Bus Company Limited
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Statement of comprehensive income
For the year ended 31 December 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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All amounts relate to continuing operations.
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There was no other comprehensive income for 2024 (2023:£NIL).
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The notes on pages 17 to 41 form part of these financial statements.
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Page 12
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Bamford Bus Company Limited
Registered number: 12214576
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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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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for 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.
The notes on pages 17 to 41 form part of these financial statements.
Page 13
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Bamford Bus Company Limited
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Statement of changes in equity
For the year ended 31 December 2024
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Profit for the year (as restated)
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Shares issued during the year
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At 1 January 2024 (as restated)
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Dividends: Equity capital
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Shares issued during the year
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The notes on pages 17 to 41 form part of these financial statements.
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Page 14
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Bamford Bus Company Limited
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Statement of cash flows
For the year ended 31 December 2024
Cash flows from operating activities
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Profit/(loss) for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Gain on disposal of tangible assets
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Increase in amounts owed by groups
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Increase in amounts owed by related parties
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(Decrease)/increase in creditors
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Increase/(decrease) in amounts owed to groups
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Increase in corporation tax
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash used in investing activities
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Cash flows from financing activities
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Government grants received
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Net cash used in financing activities
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Page 15
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Bamford Bus Company Limited
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Statement of cash flows (continued)
For the year ended 31 December 2024
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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Analysis of Net Debt
For the year ended 31 December 2024
The notes on pages 17 to 41 form part of these financial statements.
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Page 16
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
Bamford Bus Company Limited is a private company limited by shares incorporated in England and Wales. The registered office is North Bailey House, 12 New Inn Hall Street, Oxford, United Kingdom, OX1 2RP. The address of the principal place of business is 201 Galgorm Road, Ballymena, Co. Antrim, BT42 1SA.
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 taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS102 "The Financial Reporting Standard applicable in the UK and Ireland":
−the requirements of section 33 Related Party Disclosures paragraph 33.7; and
−the requirements of section 11 Basic Financial Instruments paragraph 11.41.
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 exempt from the requirements of preparing consolidated accounts in accordance with s400 of the Companies Act 2006 on the grounds that it is included within the consolidated financial statements of HydraB Power Limited as at 31 December 2024.
The Company has relied on specified exemptions in section 400 of the Companies Act 2006 on the grounds that the results of the Company and its subsidiaries are consolidated in the financial statements of the ultimate parent company, HydraB Power Limited. Consequently, these financial statements deal with the results of the Company as a single entity.
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 a period of at least twelve months from the date of these financial statements. In making their assessment and conclusions, the directors' have considered a range of scenarios including a reasonable downside, however management have also identified mitigating actions to ensure that the Group would have sufficient funds to meet their liability obligations on an ongoing basis. The Company therefore adopts the going concern basis in preparing its financial statements.
Page 17
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP. The financial statements are prepared to the nearest £.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Page 18
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Page 19
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
Page 20
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Page 21
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Long-term leasehold property
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Impairment of fixed assets
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Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Page 22
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
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.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.
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Provision for costs under warranties
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Estimated costs related to product warranties are accrued at the time the vehicles are supplied. Estimates are established using the best judgement of the directors on the likely future costs to be incurred, using historical information and market trending data where available, and measured against reported product defects at the time the financial statements are prepared. The impact of the time value of money is not material and therefore the provision is not discounted.
Page 23
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The Company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
Page 24
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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 applying the Company's accounting policies, the director's are required to make significant judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The director's judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making sure judgements, estimates and assumptions, the actual results and outcomes may differ. The items in the financial statements where these judgements and estimates have been made include:
Estimating allowance for slow moving and obsolete inventory
Management evaluates the realisability of inventory and sales patterns on a case by case basis and makes adjustments to the inventory provision based on an analysis of the historical usage on individual inventory items together with information on post year end trading.
Estimating allowance for impairment of trade debtors
The directors estimate the allowance for doubtful trade debtors based on an assessment of specific accounts where the directors have objective evidence, comprising a default in payment terms or significant financial difficulty, that certain customers are unable to meet their financial obligations.
Estimating useful lives of tangible fixed assets
The Company estimates the useful lives of tangible fixed assets based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of those assets.
Estimating future warranty costs
Provision for the expected warranty obligation are provided on certain products the Company sells as part of its principal activities. The warranty spend is reviewed annually, and this is used in estimating the estimated future provision required under the contractual obligations of the warranty products.
The Company estimates the future warranty costs based on a number of factors which include historical costs of claims by type of product, anticipated trends in costs based on market trends, and volume of claims based on the age profile and type of product. An increase/(decrease) in the average percentage of claims for all products within the warranty provision as presented by 0.1% would result in an increase/(decrease) of the warranty provision by £2,688,000/(£2,688,000).
Other key assumptions in the warranty provision relate to market trends and data relating to the technological advancement of certain electrification technology.
Page 25
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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The operating profit is stated after charging:
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Research & development charged as an expense
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Other operating lease rentals
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Depreciation of fixed assets
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Amortisation of intangible fixed assets
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Profit on disposal of fixed assets
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Page 26
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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During the year, the Company obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors and its associates for the audit of the Company's annual financial statements
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Fees payable to the Company's auditors and its associates in respect of:
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Page 27
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Directors' national insurance
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Company contributions to defined contribution pension schemes
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The highest paid director received remuneration of £1,034,748 (2023 - £459,831).
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Interest payable and similar expenses
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Page 28
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustment in respect of prior periods
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Page 29
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
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Expenses not deductible for tax purposes
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Other permanent differences
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods - deferred tax
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Tax losses utilised not previously recognised
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Remeasurement of deferred tax for changes in tax rates
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Movement in deferred tax not recognised
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Qualifying donations unutilised
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 30
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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(As restated) Development costs
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Intangible assets relate to product development costs which are internally developed by the Company as part of their principal activities. Product development costs are capitalised into intangible assets when they are identified as directly attributable to the project to which they relate. These costs are amortised when they are brought into use, and are assessed annually for impairment indicators.
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Page 31
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Long term leasehold property
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The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
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Depreciation charged for the year ended 31 December for assets held under finance leases or hire purchase contracts was £489 (2023: £180,000)
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Page 32
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Investments in subsidiary companies
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On 28th October 2024, the Company purchased 100% of the share capital RGI Bus & Coach Refurbishment Limited.
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The following were subsidiary undertakings of the Company:
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North Bailey House, 12 New Inn Hall Street, Oxford, England, OX1 2RP
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North Bailey House, 12 New Inn Hall Street, Oxford, England, OX1 2RP
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Ballymena Hydrogen Limited
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North Bailey House, 12 New Inn Hall Street, Oxford, England, OX1 2RP
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RGI Bus & Coach Refurbishment Limited
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Unit 15-21 Insight Park Welsh Road East, Southam, England, CV47 1NE
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Engeldorfer Str. 21, 50321 Brühl, Germany
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Page 33
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
Subsidiary undertakings (continued)
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The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Ballymena Hydrogen Limited
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RGI Bus & Coach Refurbishment Limited
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Raw materials and consumables
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Work in progress (goods to be sold)
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Finished goods and goods for resale
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The difference between the purchase price or production cost of stocks and their replacement value is not material.
Stocks are stated after provision for impairment of £3,760,243 (2023: £4,385,807).
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Included within prepayments and accrued income is £444,925 (2023: £2,988,534) relating to accrued income.
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Page 34
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to related parties
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Bank loans are subject to interest at a fixed rate of SONIA plus 3%. Bank loans are secured by fixed and floating charges and a debenture over the assets of Bamford Bus Company Limited and a fixed charge over the land of a related undertaking, Bamford Property Ireland Limited.
Other loans are unsecured and repayable on demand. The loan is subject to interest ranging at 4.25% to 8.20%.
Trade and other creditors are repayable at various dates over the coming months in accordance with the suppliers' usual and customary credit terms.
Corporation tax and other taxes, including social insurance, are repayable at various dates over the coming months in accordance with the applicable statutory provisions.
Included within accruals and deferred income is £60,389,913 (2023: £57,031,780) relating to deferred income.
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Creditors: Amounts falling due after more than one year
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Page 35
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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Page 36
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Fixed asset timing differences
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Short term timing differences
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At 1 January 2024 (as restated)
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Warranty provision
The warranty provision relates to the estimated warranty costs the Company is liable for under their sales contracts. The provision is estimated using historical warranty information and sales data. The warranty provision will be utilised over the next ten years.
Sales provision
The sales provision relates to sales rebates.
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Page 37
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Allotted, called up and fully paid
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100 (2023 - 100) Ordinary shares of £1.00 each
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30,000,000 (2023 - 15,000,000) Ordinary shares of £1.00 each
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On 31 December 2024, 15,000,000 Ordinary shares of £1.00 each were issued for consideration of £15,000,000.
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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.
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £2,087,076 (2023: £1,577,709). Contributions totaling £342,933 (2023: £228,057) were payable to the fund at the balance sheet date and are included in creditors.
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Commitments under operating leases
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Assets held under property operating leases relate to leases held with related parties.
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Page 38
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Bamford Bus Company 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 non-disclosure of transactions between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.
At 31 December 2024, an amount owed by group undertakings of £282,409 (2023: £64,059) is made up of entities under common interest with the ultimate parent company. This balance arose due to company recharges in prior periods.
At 31 December 2024, included in the amount owed to group undertakings is an amount payable to entities under common interest with the ultimate parent company of £24,876 (2023: £219,629). This balance arose due to fund transfers of £216,442, sales and recharges amounting £21,689.
At 31 December 2023, the amount owed to related parties is £583,689. This balance was paid in the current financial year.
At 31 December 2024, included in other loans due within one year is an amount owing to a director of the Company of £3,154,180 (2023: £2,226,839). During the current year, the company received advances of £920,458 related to the loan. There were no loan payments related to the loan for the current year (2023: £Nil) and the Company was charged interest of £6,883 (2023: £40) in respect to this loan. The loan is unsecured and repayable on demand.
A floating charge over the land of Bamford Property Ireland Limited, a related party exists at the year end. Please refer to note 20.
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Post balance sheet events
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In April 2025, the Company signed a £150m finance agreement with HSBC.
There have been no other significant events affecting the Company since year end.
The ultimate parent of the Company is HydraB Power Limited, a company registered in England and Wales, with a registered office as North Bailey House, 12 New Inn Hall Street, Oxford, OX1 2RP.
The ultimate controlling party is J Bamford.
Comparative information has been reclassified where necessary to conform to the current financial year. There was no impact on reported profit for the year ended 31 December 2023, or on retained earnings as at 1 January 2024, or on net assets as at 31 December 2024.
Page 39
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
The prior year financial information to 31 December 2023 has been restated to correct an error relating to the recognition of revenue. This error has resulted in a number of corrections which also impact Cost of Sales, Inventory, Sales Product Warranty Provision and Taxation.
In addition, the prior year financial information to 31 December 2023 has been restated to correct an error relating to the incorrect recognition of capitalised development costs.
The impact on net assets as at 1 January 2023 and shareholders funds was £nil.
The following sections of the financial statements have been corrected for the year ended 31 December 2023 which incorporate the tax impact of the above adjustments.
Statement of comprehensive income:
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As previously stated
31 December 2023
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Adjustment for correction of error
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As Restated
31 December 2023
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Taxation on (loss)/profit
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Page 40
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Bamford Bus Company Limited
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Notes to the financial statements
For the year ended 31 December 2024
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Prior year restatement (continued)
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Balance sheet:
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As previously stated
31 December 2023
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Adjustment for correction of error
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As restated
31 December 2023
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Total assets less current liabilities
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Creditors: amounts fallen due after 1 year
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Provisions for liabilities
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Total shareholders' funds
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In addition, the following key areas of the cashflow statement have been corrected to reflect the adjustments noted above:
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As previously stated
31 December 2023
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Adjustment for correction of error
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As restated
31 December 2023
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(Loss)/profit for the financial year
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Movement in warranty provision
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Net cash generated from operating activities
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Purchase of intangible fixed assets
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Net cash used in investing activities
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Page 41
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