| REGISTERED NUMBER: 13254754 (England and Wales) |
| BONTEXGEO UK HOLDING LIMITED |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| AUDITED |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED |
| 31 DECEMBER 2024 |
| REGISTERED NUMBER: 13254754 (England and Wales) |
| BONTEXGEO UK HOLDING LIMITED |
| GROUP STRATEGIC REPORT, |
| REPORT OF THE DIRECTORS AND |
| AUDITED |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED |
| 31 DECEMBER 2024 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Consolidated Income Statement | 11 |
| Consolidated Other Comprehensive Income | 12 |
| Consolidated Balance Sheet | 13 |
| Company Balance Sheet | 14 |
| Consolidated Statement of Changes in Equity | 15 |
| Company Statement of Changes in Equity | 16 |
| Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Cash Flow Statement | 18 |
| Notes to the Consolidated Financial Statements | 19 |
| BONTEXGEO UK HOLDING LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Sidings House |
| Sidings Court |
| Lakeside |
| Doncaster |
| South Yorkshire |
| DN4 5NU |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their strategic report for Bontexgeo UK Holdings Limited for the year ended 31 December 2024. |
| REVIEW OF BUSINESS |
| The principal activities of the Group continues to be that of specialist supplier to the building, construction and environmental industries. |
| The Group was formed upon 9 March 2021 and consists of Bontexgeo UK Holdings Limited, A.B.G. Limited, Geogreen Solutions Limited and Geospec Limited. These entities are consolidated within these financial statements. |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| Management use a range of performance measures to monitor and manage the business as set out below: |
| 2024 | 2023 |
| Turnover | £13,685,797 | £13,201,242 |
| Gross Profit | £6,690,403 | £6,646,916 |
| Gross Profit % | 48.90% | 50.33% |
| Operating Profit / (Loss) | £106,219 | (£88,741) |
| Net Assets | £6,754,404 | £6,792,896 |
| Gross Assets | £9,656,388 | £9,677,379 |
| The turnover in 2024 is up on that achieved in 2023 as is the operating profit. Energy costs have eased compared to 2023, although still remain high. There has continued to be a positive effect on margin from the cost of polymers decreasing steadily throughout 2023 and holding at that level through 2024, particularly in prime polymer. Labour availability presents a challenge with skilled labour difficult to recruit. This is having an impact on efficiencies and capacity within the production environment. |
| The fluctuations in raw material and energy price inflation remain uncertain going forward. Both affect sales margins and are a risk to the profitability of our business. |
| FUTURE REVIEW |
| Since the beginning of 2025, raw material and energy prices have stabilised. We expect energy prices to remain steady for the remainder of 2025. With sourcing of skilled labour continuing to be a challenge. |
| Going concern |
| Whilst the Report of the directors and Financial Statements are focused on the financial results from 2024, the company's directors are mindful of the impacts of the macroeconomic conditions on the short to medium term resilience of the Group. Due to the uncertainty caused by the macroeconomic landscape, the directors have looked at the resilience of the Group to stay in business over the next 12 months. Three key measures have been looked at to determine if that position is reasonable, namely, income, expenditure, and cash flow. Based on a forecast of the likely activity in each of these areas the directors are satisfied that this position remains appropriate. |
| Cash flow |
| Based on the forecasted income and expenditure cash flow remains at a level above which is required to meet the debts of the company as they fall due. |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The Group's activities expose it to a number of financial risks including cash flow risk, credit risk, liquidity risk and price risk. |
| The use of financial derivatives is governed by the company's policies approved by the board of directors, which provide principles on the use of financial derivatives to manage these risks. The Group does not use derivative financial instruments for speculative purposes. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The directors continually review and monitor the key risks facing the company in order to manage the business and deliver the Group's strategy. The key risks and uncertainties affecting the Group relate to domestic and foreign competitors, energy costs, design liability, raw material prices, exchange rate movements and credit and liquidity risk. The Group's principal financial instruments are Sterling cash, other loans and obligations operating leases along with trade debtors and trade creditors under its normal course of business. Risk management is a regular subject of board discussion and whilst the Group does not have a material exposure in any of the areas mentioned, the board takes appropriate action when necessary. Global transport issues have focussed attention on lead times resulting in the Group strengthening its supply chain and reassessing its stock holding policies. |
| Competition risk |
| The Group is the UK market leader in drainage geocomposites but internationally the company is one of many such producers. The Group mitigates the risk of competition by ensuring that the products it supplies are offered with technical competence and advice and excellent customer service. |
| Design risk |
| The Group provides designs and warranties for the larger projects and mitigates the risk by operating within its area of expertise and maintaining appropriate PI insurance. |
| Raw material risk |
| The Group's operations and management teams monitor raw material prices closely in order to purchase at the best prices, buy forward when possible and plan ahead to enable the sales team to pass increases to customers when needed. Key materials are dual sourced and held in sufficient stock. |
| Foreign currency risk |
| The Group trades predominantly in £ Sterling for the majority of purchases and sales but has a small percentage that is exposed to the risk of changes in foreign exchange rates. Other than Sterling, the company makes purchases and sells product in Euros and whilst every attempt is made to balance off purchases with sales, the company periodically buys and sells Euros to mitigate risk. |
| Credit risk |
| The Group's credit risk relates to trade debtors. The company has credit insurance in place which covers the majority of the outstanding debtor balance. Uninsured debtors are managed by continually monitoring the aggregate amount and duration of exposure, depending on customer experience and payment performance. |
| Liquidity risk |
| The UK Group operates as part of the Bontexgeo group that provides liquidity assurance in addition to the Group's own cash reserves. |
| MARKET STRATEGIES AND OPPORTUNITIES |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| GROUP STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The Group specialises in providing solutions to infrastructure and large commercial building projects based on geosynthetic products that are either manufactured or sourced by A.B.G. Limited ('ABG'). A high level of technical expertise is utilised to add value to project designs . With over 30 years of experience, this is a proven strategy and ABG has a strong presence and a good reputation, both of which help to engender future business. The technical expertise enables added value and gives customers the confidence to use geosynthetics instead of traditional construction materials in a diverse range of markets. Geosynthetics save time, carbon and cost. The changing climate and increasing population drive the need for developing infrastructure around the world with minimal carbon emissions. ABG focuses on the UK, EU, Africa, Middle East and Asia. |
| ACTIVITY IN 2025 |
| In 2025, the emphasis will continue to be further cost controls in combination with increases in efficiency, but also a lot of focus will be on seizing every good commercial opportunity. |
| Raw material and energy prices form a substantial part of our cost prices. Its evolution is therefore closely monitored. This price is influenced by market and political conditions and is beyond our control. In addition, there is a strong inflation of our costs across all categories. The extent to which we can pass on the cost increases strongly influences our profit margin. |
| The Group can count on the group management services of Geotexco NV, resulting in synergies. |
| EVENTS SUBSEQUENT TO YEAR-END |
| A joint venture was entered into with Alujain in the Kingdom of Saudi Arabia to create a manufacturing facility in that region that could service the local markets. This will open up significant opportunity for the Group in the future. |
| ON BEHALF OF THE BOARD: |
| Director |
| 30 September 2025 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2024. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| AUDITORS |
| The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| BONTEXGEO UK HOLDING LIMITED |
| Opinion |
| We have audited the financial statements of Bontexgeo UK Holding Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| BONTEXGEO UK HOLDING LIMITED |
| 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| BONTEXGEO UK HOLDING LIMITED |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the company, we identified that the principal risks of non-compliance with laws and |
| regulations related to construction, building and corporation tax legislation and we considered the extent to which |
| non-compliance might have a material effect on the financial statements. As part of this assessment we considered both quantitative and qualitative factors. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and FRS 102. |
| We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements which included the risk of management override of controls. We determined that the principal risks were related to posting inappropriate journal entries, omitting, advancing or delaying recognition of events and transactions that have occurred during or after the reporting period, and potential management bias in the determination of accounting estimates or judgements to manipulate results. |
| Audit procedures performed by the engagement team include: |
| - | Enquiring of and obtaining written representation from management in relation to known or suspected instances of non-compliance with laws and regulations and fraud; |
| - | Enquiring of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations; |
| - | Evaluation of management's controls designed to prevent and detect irregularities; |
| - | Identifying and, where relevant, testing journal entries posted by senior management or with unusual combinations; |
| - | Assessing and evaluating the business rationale of significant transactions outside the normal course of business; |
| - | Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; |
| - | Review of correspondence with regulators in so far as they are related to the financial statements; |
| - | Incorporating elements of unpredictability into the nature, timing and/or extent of audit procedures performed. |
| There are inherent limitations in the audit procedures described above and the further removed non-compliance with |
| laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| BONTEXGEO UK HOLDING LIMITED |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Sidings House |
| Sidings Court |
| Lakeside |
| Doncaster |
| South Yorkshire |
| DN4 5NU |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| CONSOLIDATED |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| TURNOVER | 3 | 13,685,797 | 13,201,242 |
| Cost of sales | 6,995,394 | 6,554,326 |
| GROSS PROFIT | 6,690,403 | 6,646,916 |
| Administrative expenses | 6,584,184 | 6,735,657 |
| OPERATING PROFIT/(LOSS) | 5 | 106,219 | (88,741 | ) |
| Interest receivable and similar income | 3,205 | - |
| 109,424 | (88,741 | ) |
| Interest payable and similar expenses | 7 | 3,264 | 4,716 |
| PROFIT/(LOSS) BEFORE TAXATION | 106,160 | (93,457 | ) |
| Tax on profit/(loss) | 8 | 144,652 | (92,994 | ) |
| LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
| Loss attributable to: |
| Owners of the parent | (38,492 | ) | (463 | ) |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| CONSOLIDATED |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| LOSS FOR THE YEAR | (38,492 | ) | (463 | ) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(38,492 |
) |
(463 |
) |
| Total comprehensive income attributable to: |
| Owners of the parent | (38,492 | ) | (463 | ) |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| CONSOLIDATED BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 | 2,830,621 | 2,966,787 |
| Tangible assets | 11 | 769,862 | 584,278 |
| Investments | 12 | - | - |
| 3,600,483 | 3,551,065 |
| CURRENT ASSETS |
| Stocks | 13 | 2,195,951 | 1,967,504 |
| Debtors | 14 | 2,789,654 | 1,930,520 |
| Cash at bank | 1,070,300 | 2,228,290 |
| 6,055,905 | 6,126,314 |
| CREDITORS |
| Amounts falling due within one year | 15 | 2,757,422 | 2,884,483 |
| NET CURRENT ASSETS | 3,298,483 | 3,241,831 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
6,898,966 |
6,792,896 |
| PROVISIONS FOR LIABILITIES | 16 | 144,562 | - |
| NET ASSETS | 6,754,404 | 6,792,896 |
| CAPITAL AND RESERVES |
| Called up share capital | 17 | 7,525,000 | 7,525,000 |
| Retained earnings | 18 | (770,596 | ) | (732,104 | ) |
| SHAREHOLDERS' FUNDS | 6,754,404 | 6,792,896 |
| The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by: |
| E Jacobs - Director |
| E2p Management Bv - Director |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| COMPANY BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 10 |
| Tangible assets | 11 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 14 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 15 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Retained earnings | 18 |
| SHAREHOLDERS' FUNDS |
| Company's profit/(loss) for the financial year | 300,350 | (6,810 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 | 7,000,000 | (731,641 | ) | 6,268,359 |
| Changes in equity |
| Increase in share capital | 525,000 | - | 525,000 |
| Total comprehensive income | - | (463 | ) | (463 | ) |
| Balance at 31 December 2023 | 7,525,000 | (732,104 | ) | 6,792,896 |
| Changes in equity |
| Total comprehensive income | - | (38,492 | ) | (38,492 | ) |
| Balance at 31 December 2024 | 7,525,000 | (770,596 | ) | 6,754,404 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 |
| Changes in equity |
| Increase in share capital | 525,000 | - | 525,000 |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | (451,421 | ) | 2,373,678 |
| Interest paid | (3,264 | ) | (4,371 | ) |
| Interest element of hire purchase or finance lease rental payments paid |
- |
(345 |
) |
| Tax paid | 4,600 | 47,145 |
| Net cash from operating activities | (450,085 | ) | 2,416,107 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (337,690 | ) | (51,611 | ) |
| Purchase of tangible fixed assets | (287,286 | ) | (305,571 | ) |
| Sale of tangible fixed assets | - | 44,283 |
| Interest received | 3,205 | - |
| Net cash from investing activities | (621,771 | ) | (312,899 | ) |
| Cash flows from financing activities |
| Loan repayments in year | (86,134 | ) | (67,026 | ) |
| Capital repayments in year | - | (1,819 | ) |
| Share issue | - | 525,000 |
| Contingent consideration movement | - | (560,000 | ) |
| Net cash from financing activities | (86,134 | ) | (103,845 | ) |
| (Decrease)/increase in cash and cash equivalents | (1,157,990 | ) | 1,999,363 |
| Cash and cash equivalents at beginning of year |
2 |
2,228,290 |
228,927 |
| Cash and cash equivalents at end of year | 2 | 1,070,300 | 2,228,290 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2024 | 2023 |
| £ | £ |
| Profit/(loss) before taxation | 106,160 | (93,457 | ) |
| Depreciation charges | 575,558 | 658,241 |
| Profit on disposal of fixed assets | - | (44,283 | ) |
| Finance costs | 3,264 | 4,716 |
| Finance income | (3,205 | ) | - |
| 681,777 | 525,217 |
| (Increase)/decrease in stocks | (228,447 | ) | 68,952 |
| (Increase)/decrease in trade and other debtors | (784,460 | ) | 803,853 |
| (Decrease)/increase in trade and other creditors | (120,291 | ) | 975,656 |
| Cash generated from operations | (451,421 | ) | 2,373,678 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 1,070,300 | 2,228,290 |
| Year ended 31 December 2023 |
| 31.12.23 | 1.1.23 |
| £ | £ |
| Cash and cash equivalents | 2,228,290 | 228,927 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.24 | Cash flow | At 31.12.24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 2,228,290 | (1,157,990 | ) | 1,070,300 |
| 2,228,290 | (1,157,990 | ) | 1,070,300 |
| Total | 2,228,290 | (1,157,990 | ) | 1,070,300 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Bontexgeo UK Holding Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The presentational and functional currency of these financial statements is sterling. Values are rounded to the nearest pound. |
| The directors have considered all factors, including the wider economy, as part of their assessment of going concern. Although the current economic climate creates both cashflow and profitability risks for the group, the directors believe on balance that they have sufficient resources to enable trading to continue for a period of at lease one year from the date of approval of the financial statements. Accordingly, these financial statements have been prepared on the going concern basis. |
| Basis of consolidation |
| The consolidated group financial statements consist of the financial statements of the parent company Bontexgeo UK Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates. |
| All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group. |
| All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
| Subsidiaries are consolidated in the group financial statements from the date that control commences until the date that control ceases. |
| Related party exemption |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Critical accounting judgements and key sources of estimation uncertainty |
| In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
| There are no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities. |
| Key sources of estimation uncertainty |
| The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. |
| Stock valuation |
| The company converts raw materials to finished goods. Stock values include any costs such as labour and overheads attributable to generating finished goods, as management believe this is the most suitable costing method to take into account the matching concept of accounting. The Company uses the FIFO method to determine stock valuation. |
| Bad debt provision |
| Outstanding trade debtor balances are reviewed on a line by line basis by management to identify possible amounts where a provision is required. Management closely manage the collection of trade debtors and therefore are able to identify balances where there is uncertainty about its recoverability, and determine what provision is required (if any). |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Revenue from contracts for the provision of constructing services is recognised by reference to the stage of completion where the stage of completion, costs incurred and costs to complete can be estimated reliable. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. |
| Goodwill |
| Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life of 10 years. |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Tangible fixed assets |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). |
| If the recoverable amount of an asset is estimated to be less that its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. |
| Recognised impairment losses are reversed if, and only if, the reason for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying that would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation reserve. |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stock to their present location and condition. |
| Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss or service potential. |
| At each reporting date, an assessment is for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the profit and loss. Reversals of impairment losses are also recognised in profit and loss. |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial instruments |
| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. |
| Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the month end date. Transactions in foreign currencies are translated into sterling at the average monthly rate of exchange ruling. Exchange differences are taken into account in arriving at the operating result. |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases. |
| Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability. |
| Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | TURNOVER |
| The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by geographical market is given below: |
| 2024 | 2023 |
| £ | £ |
| United Kingdom | 11,047,911 | 9,777,155 |
| Europe | 1,766,721 | 2,628,347 |
| Rest of World | 871,165 | 795,740 |
| 13,685,797 | 13,201,242 |
| 4. | EMPLOYEES AND DIRECTORS |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries | 2,930,729 | 2,745,781 |
| Social security costs | 300,819 | 296,609 |
| Other pension costs | 65,873 | 65,912 |
| 3,297,421 | 3,108,302 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Directors | 1 | 1 |
| Production | 29 | 32 |
| Administration | 33 | 35 |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration | 137,000 | 120,000 |
| Directors' pension contributions to money purchase schemes | 1,321 | 1,871 |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 1 | 1 |
| 5. | OPERATING PROFIT/(LOSS) |
| The operating profit (2023 - operating loss) is stated after charging/(crediting): |
| 2024 | 2023 |
| £ | £ |
| Hire of plant and machinery | 48,797 | 41,983 |
| Other operating leases | 325,311 | 298,424 |
| Depreciation - owned assets | 101,702 | 197,430 |
| Profit on disposal of fixed assets | - | (44,283 | ) |
| Goodwill amortisation | 428,038 | 398,015 |
| Patents and licences amortisation | 16,788 | 18,600 |
| Computer software amortisation | 29,030 | 44,197 |
| Foreign exchange differences | 12,924 | (309 | ) |
| 6. | AUDITORS' REMUNERATION |
| 2024 | 2023 |
| £ | £ |
| Fees payable to the company's auditors for the audit of the company's financial statements |
19,835 |
17,188 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2024 | 2023 |
| £ | £ |
| Factoring interest | 3,264 | - |
| Interest payable | - | 4,371 |
| Hire purchase | - | 345 |
| 3,264 | 4,716 |
| 8. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax | (23,419 | ) | (535 | ) |
| Deferred tax | 168,071 | (92,459 | ) |
| Tax on profit/(loss) | 144,652 | (92,994 | ) |
| Reconciliation of total tax charge/(credit) included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit/(loss) before tax | 106,160 | (93,457 | ) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
26,540 |
(23,364 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 127,593 | 107,044 |
| Income not taxable for tax purposes | - | (52,548 | ) |
| Capital allowances in excess of depreciation | - | (73,706 | ) |
| Utilisation of tax losses | 22,383 | 65,760 |
| Research and development tax credit | (31,864 | ) | (118,117 | ) |
| Super allowance on CAs | - | (4,418 | ) |
| Change in tax charge rate | - | 6,355 |
| Total tax charge/(credit) | 144,652 | (92,994 | ) |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 9. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| 10. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and | Computer |
| Goodwill | licences | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2024 | 3,980,153 | 70,059 | 165,011 | 4,215,223 |
| Additions | 300,221 | 30,349 | 7,120 | 337,690 |
| At 31 December 2024 | 4,280,374 | 100,408 | 172,131 | 4,552,913 |
| AMORTISATION |
| At 1 January 2024 | 1,085,744 | 52,500 | 110,192 | 1,248,436 |
| Amortisation for year | 428,038 | 16,788 | 29,030 | 473,856 |
| At 31 December 2024 | 1,513,782 | 69,288 | 139,222 | 1,722,292 |
| NET BOOK VALUE |
| At 31 December 2024 | 2,766,592 | 31,120 | 32,909 | 2,830,621 |
| At 31 December 2023 | 2,894,409 | 17,559 | 54,819 | 2,966,787 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 11. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Plant and | and | Motor |
| machinery | fittings | vehicles | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2024 | 804,998 | 150,512 | (45,621 | ) | 909,889 |
| Additions | 278,437 | 8,849 | - | 287,286 |
| Disposals | - | - | 45,621 | 45,621 |
| At 31 December 2024 | 1,083,435 | 159,361 | - | 1,242,796 |
| DEPRECIATION |
| At 1 January 2024 | 288,506 | 82,726 | (45,621 | ) | 325,611 |
| Charge for year | 65,958 | 35,744 | - | 101,702 |
| Eliminated on disposal | - | - | 45,621 | 45,621 |
| At 31 December 2024 | 354,464 | 118,470 | - | 472,934 |
| NET BOOK VALUE |
| At 31 December 2024 | 728,971 | 40,891 | - | 769,862 |
| At 31 December 2023 | 516,492 | 67,786 | - | 584,278 |
| 12. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 12. | FIXED ASSET INVESTMENTS - continued |
| SUBSIDIARIES |
| Undertaking | Address | Nature | Class of | % |
| shares held | Held |
A.B.G. Limited |
England & Wales |
Specialist construction |
Ordinary |
100% |
Geospec Limited |
England & Wales |
Testing specialists |
Ordinary |
100% |
| Geogreen Solutions Limited |
England & Wales |
Specialist construction |
Ordinary |
100% |
| Registered office addresses (all UK otherwise indicated): |
| 1 - E7, Meltham Mills Road, Meltham, Holmfirth, HD9 4DS |
| 2 - E7, Meltham Mills Road, Meltham, Holmfirth, HD9 4DS |
| 3 - E7, Meltham Mills Road, Meltham, Holmfirth, HD9 4DS |
| Subsidiary accounts can be obtained from the Registrar of Companies (England and Wales), Crown Way, Cardiff, CF14 3UZ. |
| 13. | STOCKS |
| Group |
| 2024 | 2023 |
| £ | £ |
| Stocks | 2,100,993 | 1,904,799 |
| Raw materials | 94,958 | 62,705 |
| 2,195,951 | 1,967,504 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade debtors | 2,287,659 | 1,402,053 |
| Amounts owed by group undertakings | 93,047 | 13,683 |
| Tax | 31,174 | 12,355 |
| VAT | - | - |
| Deferred tax asset | - | 23,509 | - | - |
| Prepayments | 377,774 | 478,920 |
| 2,789,654 | 1,930,520 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued |
| Deferred tax asset |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Deferred tax | - | 23,509 | - | - |
| 15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade creditors | 1,289,217 | 1,313,811 |
| Amounts owed to group undertakings | - | 6,770 |
| Social security and other taxes | 69,653 | 68,898 |
| VAT | 151,447 | 37,955 | - | - |
| Other creditors | 598,699 | 1,056,402 |
| Accrued expenses | 648,406 | 400,647 |
| 2,757,422 | 2,884,483 |
| 16. | PROVISIONS FOR LIABILITIES |
| Group |
| 2024 | 2023 |
| £ | £ |
| Deferred tax | 144,562 | - |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2024 | (23,509 | ) |
| Charge to Income Statement during year | 168,071 |
| Paid in year |
| Provision movement |
| Balance at 31 December 2024 | 144,562 |
| 17. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | 1 | 7,525,000 | 7,525,000 |
| BONTEXGEO UK HOLDING LIMITED (REGISTERED NUMBER: 13254754) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 18. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 1 January 2024 | (732,104 | ) |
| Deficit for the year | (38,492 | ) |
| At 31 December 2024 | (770,596 | ) |
| Company |
| Retained |
| earnings |
| £ |
| At 1 January 2024 |
| Profit for the year |
| At 31 December 2024 |
| 19. | ULTIMATE CONTROLLING PARTY |
| Geotexco NV, a company registered in Belgium is the immediate and ultimate parent undertaking. by virtue of it's 100% shareholding in the company. Consolidated group accounts of Geotexco NV can be obtained from Industriestraat 39, 9240 Zele, Belgium. |
| The directors do not consider there to be a controlling party. |
| 20. | PARENT COMPANY GUARANTEE OF SUBSIDIARIES |
| Bontexgeo UK Holdings Limited has, in accordance with s479C of the Companies Act 2006, provided a guarantee over the liabilities of its subsidiaries, Geogreen Solutions Limited (company registration number 07102889; registered in England & Wales; registered office address: E7, Meltham Mills Road, Meltham, Holmfirth, HD9 4DS) and Geospec Limited (company registration number 02965707; registered in England & Wales; registered office address: Unit 3A, Healey House, Netherton, Huddersfield, HD4 7DS) which permits the subsidiaries to not obtain an audit of there individual financial statements for the year ended 31 December 2023, in accordance with the exemptions conferred by s479A Companies Act 2006. |