1.
General Information
Banair (Holdings) Ltd
is a private company, limited by shares, incorporated in England & Wales, registered number
11863740
. The registered office is Unit F Crackley Way, Peartree Lane, Dudley, DY2 0UW.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2.
Basis Of Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 July 2024.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
2.3.
Business Combinations
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
2.4.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
2.5.
Intangible Fixed Assets and Amortisation - Goodwill
Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.
Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.
Goodwill is amortised over its expected useful life which is estimated to be ten years.
Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the profit and loss account. No reversals of impairment are recognised.
2.6.
Intangible Fixed Assets and Amortisation - Other Intangible
The other intangible asset is a private number plate. It is amortised to the profit and loss account over its estimated economic life of ten years.
2.7.
Intangible Fixed Assets and Amortisation - Intellectual Property
Intellectual property assets are patents and licences. They are amortised to the profit and loss account over their estimated economic life of twenty years.
2.8.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Freehold |
|
| Plant & Machinery |
|
| Motor Vehicles |
|
| Fixtures & Fittings |
|
| Computer Equipment |
|
2.9.
Leasing and Hire Purchase Contracts
Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
2.10.
Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.
Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.
At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.
2.11.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.12.
Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.13.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
3.
Turnover
3.
Turnover - continued
Analysis of turnover is as follows:
Company
|
2024
|
2023
|
||
|
£
|
£
|
||
|
Group Dividend
|
3,200,000
|
-
|
|
|
Group Loan Interest
|
37,935
|
19,271
|
|
|
Group Rental
|
75,000
|
75,000
|
|
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none">
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</svg>){kind=small}
|
|
||
|
3,312,935
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none">
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</svg>){kind=small}
|
94,271
|
...CONTINUED
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
Group
|
2024
|
2023
|
||
|
£
|
£
|
||
|
Sale/Manufacture of Metal Structures
|
14,428,238
|
17,350,331
|
|
|
Intercompany Sales
|
(2,807,097)
|
(933,501)
|
|
|
|
|
||
|
11,621,141
|
16,416,830
|
4.
Other Operating Income
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Other operating income |
|
|
|
| 150,586 | 302,218 | ||
5.
Operating Profit
The operating profit is stated after charging:
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Research and Development Costs |
|
|
|
| Depreciation of tangible fixed assets |
|
|
|
| Amortisation of intangible fixed assets |
|
|
|
6.
Auditor's Remuneration
Remuneration received by the group's auditors and their associates during the year was as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Audit Services | |||
| Audit of the company's financial statements |
|
|
|
7.
Staff Costs
Staff costs, including directors' remuneration, were as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other pension costs |
|
|
|
|
|
|
||
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
8.
Average Number of Employees
Group
Average number of employees, including directors, during the year was: 48 (2023: 52)
Company
Average number of employees, including directors, during the year was: NIL (2023: NIL)
9.
Directors' remuneration
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Emoluments |
|
|
|
10.
Interest Receivable and Similar Income
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Bank interest receivable |
|
|
|
11.
Interest Payable and Similar Charges
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Bank loans and overdrafts |
|
|
|
| Finance charges payable under finance leases and hire purchase contracts | 65,891 | 81,565 | |
| Foreign exchange charges |
( |
( |
|
| Other finance charges |
|
|
|
| 126,614 | 176,475 | ||
12.
Tax on Profit
|
The tax (credit)/charge on the profit for the year was as follows:
|
|||||
| Tax Rate | 2024 | 2023 | |||
|---|---|---|---|---|---|
| 2024 | 2023 | £ | £ | ||
| Current tax | |||||
| UK Corporation Tax | 25.0% | 25.0% |
( |
|
|
| Deferred Tax | |||||
| Deferred taxation |
|
|
|||
| Total tax charge for the period |
( |
|
|||
|
The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
|
|||||
...CONTINUED
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
| 2024 | 2023 | ||||
|---|---|---|---|---|---|
| £ | £ | ||||
| Profit before tax | 2,125,270 | 4,089,529 | |||
| Tax on profit at 25% (UK standard rate) |
( |
|
|||
| Short term timing differences |
|
|
|||
| Total tax charge for the period | (467,617) | 581,144 | |||
13.
Intangible Assets
Group
Company
| Goodwill | Private number plate | Intellectual Property | Total | |
|---|---|---|---|---|
| £ | £ | £ | £ | |
| Cost | ||||
| As at 1 August 2023 |
|
|
|
|
| Additions |
|
|
|
|
| As at 31 July 2024 |
|
|
|
|
| Amortisation | ||||
| As at 1 August 2023 |
|
|
|
|
| Provided during the period |
|
|
|
|
| As at 31 July 2024 |
|
|
|
|
| Net Book Value | ||||
| As at 31 July 2024 |
|
|
|
|
| As at 1 August 2023 |
|
|
|
|
| Intellectual Property | |||
|---|---|---|---|
| £ | |||
| Cost | |||
| As at 1 August 2023 |
|
||
| As at 31 July 2024 |
|
||
| Net Book Value | |||
| As at 31 July 2024 |
|
||
| As at 1 August 2023 |
|
||
14.
Tangible Assets
Group
Company
| Land & Property | ||||
|---|---|---|---|---|
| Freehold | Plant & Machinery | Motor Vehicles | Fixtures & Fittings | |
| £ | £ | £ | £ | |
| Cost or Valuation | ||||
| As at 1 August 2023 |
|
|
|
|
| Additions |
|
|
|
|
...CONTINUED
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
| Disposals |
|
|
( |
|
| Revaluation |
|
|
|
|
| As at 31 July 2024 |
|
|
|
|
| Depreciation | ||||
| As at 1 August 2023 |
|
|
|
|
| Provided during the period |
|
|
|
|
| As at 31 July 2024 |
|
|
|
|
| Net Book Value | ||||
| As at 31 July 2024 |
|
|
|
|
| As at 1 August 2023 |
|
|
|
|
| Computer Equipment | Total | |
|---|---|---|
| £ | £ | |
| Cost or Valuation | ||
| As at 1 August 2023 |
|
|
| Additions |
|
|
| Disposals |
|
( |
| Revaluation |
|
|
| As at 31 July 2024 |
|
|
| Depreciation | ||
| As at 1 August 2023 |
|
|
| Provided during the period |
|
|
| As at 31 July 2024 |
|
|
| Net Book Value | ||
| As at 31 July 2024 |
|
|
| As at 1 August 2023 |
|
|
| Land & Property | |
|---|---|
| Freehold | |
| £ | |
| Cost or Valuation | |
| As at 1 August 2023 |
|
| Revaluation |
|
| As at 31 July 2024 |
|
| Depreciation | |
| As at 1 August 2023 |
|
| Provided during the period |
|
| As at 31 July 2024 |
|
| Net Book Value | |
| As at 31 July 2024 |
|
| As at 1 August 2023 |
|
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
15.
Investments
Company
| Subsidiaries | |
|---|---|
| £ | |
| Cost | |
| As at 1 August 2023 |
|
| As at 31 July 2024 |
|
| Provision | |
| As at 1 August 2023 |
|
| As at 31 July 2024 |
|
| Net Book Value | |
| As at 31 July 2024 |
|
| As at 1 August 2023 |
|
Subsidiaries
Details of the group's subsidiaries as at 31 July 2024 are as follows:
| Name of undertaking | Registered Office | Class of shares held | Direct holding | Indirect holding |
|---|---|---|---|---|
|
|
Unit F Crackley Way, Peartree Lane, Dudley, DY2 0UW |
|
|
- |
|
|
Unit F Crackley Way, Peartree Lane, Dudley, DY2 0UW |
|
|
- |
|
|
Unit F Crackley Way, Peartree Lane, Dudley, DY2 0UW |
|
|
- |
|
|
USA |
|
|
- |
|
|
Poland |
|
|
- |
Under section 479C of the Companies Act 2006,
Banair (Holdings) Ltd
, registration number
11863740
, being the parent undertaking has guaranteed the liabilities of the following subsidiaries in order that they qualify for the exemption from audit under section 479A of the Companies Act 2006 in respect of the year ended 31 July 2024:
| Name of undertaking | Registered Number |
|---|---|
|
|
10132818 |
|
|
10061252 |
|
|
09971852 |
In accordance with section 479C of the Companies Act 2006, the Company has provided a statutory guarantee over the liabilities of these subsidiaries at the end of the financial year.
As a result of this guarantee, the subsidiary undertakings are entitled to exemption from audit. The Company has agreed to guarantee all outstanding liabilities as at 31 July 2024 and at any time thereafter of the above-named subsidiaries
16.
Stocks
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| Stock |
|
|
|
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
17.
Debtors
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||||
| £ | £ | £ | £ | ||||
| Due within one year | |||||||
| Trade debtors |
|
|
|
|
|||
| Amounts owed by group undertakings | - | - | 3,094,147 | 2,248,332 | |||
| Other debtors | 2,403,162 | 1,532,476 | 1,475,610 | 87,306 | |||
|
|
|
|
|
||||
18.
Creditors: Amounts Falling Due Within One Year
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||||
| £ | £ | £ | £ | ||||
| Net obligations under finance lease and hire purchase contracts |
|
|
|
|
|||
| Trade creditors |
|
|
|
|
|||
| Bank loans and overdrafts |
|
|
|
|
|||
| Amounts owed to group undertakings | - | - |
|
|
|||
| Other creditors | 288,889 | 171,628 | 30,587 | 1,556,892 | |||
| Corporation tax | - |
|
|
|
|||
| Taxation and social security | 87,097 | 85,649 | - | - | |||
| Accruals and deferred income | 831,204 | 875,902 | 2,250 | 2,950 | |||
|
|
|
|
|
||||
19.
Creditors: Amounts Falling Due After More Than One Year
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||||
| £ | £ | £ | £ | ||||
| Net obligations under finance lease and hire purchase contracts |
|
|
|
|
|||
| Bank loans |
|
|
|
|
|||
| Other loans |
|
|
|
|
|||
| Other creditors | 346,420 | 489,373 | 346,420 | 489,373 | |||
|
|
|
|
|
||||
20.
Loans
An analysis of the maturity of loans is given below:
| Group | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| £ | £ | |||
| Amounts falling due within one year or on demand: | ||||
| Bank loans |
|
|
||
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||||
| £ | £ | £ | £ | ||||
| Amounts falling due between one and five years: | |||||||
| Bank loans |
|
|
|
|
|||
| Other loans |
|
|
|
|
|||
|
|
|
|
|
||||
21.
Obligations Under Finance Leases and Hire Purchase
| Group | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| £ | £ | |||
| The future minimum finance lease payments are as follows: | ||||
| Not later than one year |
|
|
||
| Later than one year and not later than five years |
|
|
||
|
|
|
|||
|
|
|
|||
22.
Deferred Taxation
The provision for deferred tax is made up as follows:
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||||
| £ | £ | £ | £ | ||||
| Accelerated capital allowances |
|
- |
|
- | |||
| Revaluation of property, plant and equipment |
|
- |
|
- | |||
|
|
- |
|
- | ||||
23.
Provisions for Liabilities
| Group | ||
|---|---|---|
| Deferred Tax | Total | |
| £ | £ | |
| Deferred taxation |
|
|
| Balance at 31 July 2024 |
|
406,092 |
25.
Pension Commitments
The group operates defined contribution pension schemes. The assets of the schemes are held separately from those of the group in independently administered funds.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £16,041 (2023: £15,462).
At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.
Banair (Holdings) Ltd
Notes to the Financial Statements (continued)
For The Year Ended 31 July 2024
26.
Directors Advances, Credits and Guarantees
Included within Debtors are the following loans to directors:
| As at 1 August 2023 | Amounts advanced | Amounts repaid | Amounts written off | As at 31 July 2024 | |
|---|---|---|---|---|---|
| £ | £ | £ | £ | £ | |
| Mr. Andrew Gunn |
( |
|
|
- |
|
The above loan is unsecured, interest free and repayable on demand.
27.
Dividends
| 2024 | 2023 | ||
|---|---|---|---|
| £ | £ | ||
| On equity shares: | |||
| Final dividend paid | - |
|
|
28.
Related Party Disclosures
Banair (Holdings) Limited is the ultimate controlling party for which consolidated financial statements are drawn up, of which, Elements Industrial Storage Limited, FMJ Products Limited, Bright Structures Limited, Banair Inc, and Banair sp.z o.o. are wholly owned subsidiaries.
The group has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.
29.
Controlling Parties
The company's ultimate controlling party is
A G Gunn & S E Gunn
by virtue of their interest in the share capital of the company.