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Company registration number: 11119800







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2025


BPG SOLUTIONS LIMITED






































img04f3.png                        

 


BPG SOLUTIONS LIMITED
 


 
COMPANY INFORMATION


Directors
P Blatch 
R Glanville 
E Glanville 
G Blatch 




Registered number
11119800



Registered office
C/O Paris Smith LLP
1 London Road

Southampton

Hampshire

SO15 2AE




Trading Address
Testwood Park
Salisbury Road

Southampton

Hampshire

SO40 2RW






Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

3000a Parkway

Whiteley

Hampshire

PO15 7FX





 


BPG SOLUTIONS LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditor's Report
7 - 10
Consolidated Statement of Income and Retained Earnings
11
Consolidated Statement of Financial Position
12
Company Statement of Financial Position
13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 32


 


BPG SOLUTIONS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025

Principal activities
 
Since 1933, the Group has been a trusted name in duty-free travel retail distribution. The principal activity of the Group continues to be that of providing exceptional services to the Travel Retail industry including airlines, cruise ships and ferry operators in the UK, Europe and overseas.
Over the years the Group has worked with respected international brands and companies meeting their needs for secure storage, efficient stock management and seamless logistics with a continued culture of going the extra mile from its commitment of experienced, motivated staff and dedicated Directors. This has enabled the group to continue to expand in its existing markets, and to take advantage of additional business opportunities and to exceed its customer expectations.

Business review

The Group has achieved significant growth over the last few years, and for the year ending 30 June 2025, its revenue increased 20% from the prior year. As a result of expanding its revenue streams, profit before tax was £1,398k for the year ended 30 June 2025, up from 2024 by 17%.
For the Financial Year ended 30 June 2025, the Group increased its overall expenditure in investment within the business, which created better efficiencies within the infrastructure of the business. Turnover was up by 20% to £73.4m for the Financial Year ended 30 June 2025 with 13% increase in operating profit of £1,918k compared to the previous financial year (30 June 2024).
The Group Government backed CIBL’s loan will be repaid within the next financial year. However, there are no significant loan liabilities for the year ending 30th June 2025.

Principal risks and uncertainties
 
The Directors continue to assess risks and mitigate them by working closely with all their customers and suppliers. With an increased demand in supply of all products within the Travel Retail sector, the group has continued to manage and resource its operations to meet this higher demand and to provide savings for its customers through its supply chain by achieving greater efficiency.
The Directors consider there to be minimal risk exposure to currency risk. Any inflationary increase in costs, especially fuel and business taxes, will be mitigated through cash flow planning & forecasting and the use of forward contracts and hedging foreign currency against purchases in other currencies.
In terms of mitigating credit risk, the Group uses credit checks and due diligence checks as a way of managing credit risk.
Cyber awareness training is an integral part of staff training to mitigate cyber risk.

Development and performance
 
The position of the group at the year end was ahead of expectation due to continued increased growth of the travel industry, and the group having negotiated additional business opportunities.  The group is anticipating a further year of growth ahead in both turnover and operating profit.  The Senior Management team have positioned the group to take advantage of all business opportunities as they present themselves.

Key performance indicators
 
The group’s directors use a number of key performance indicators to understand and monitor the performance of the business. Key Performance Indicators based on profitability, sales, liquidity, warehouse occupancy rates are reviewed and discussed at Board level to enhance better decision making. This in turn allows the directors to attract new suppliers, offer other products and services to new and existing customers, therefore helping them to achieve the group’s strategic goals.

Page 1

 


BPG SOLUTIONS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025

Health and Safety Policy
 
The group maintains a positive health and safety culture within all areas of the business.  The group’s health and safety policy and well-being requirements are monitored and reviewed by its Health and Safety Committee. The group’s warehouse status, as both an excise and customs approved bonded warehouse facility continues to provide further opportunities through its fully certified Authorized Economic Operator (AEO) status that allows full accreditation for both Customs simplification and safety and security standards.

Sustainability Reporting

The group has continued its Environmental, Social and Governance (ESG) journey to assess risks and opportunities in the group strategy and to build long-term financial stability and create value. This is the second set of accounts that includes Carbon reporting in accordance with the reporting requirements under the UK Government Streamlined Energy and Carbon (SECR) legislation for the year ended 30th June 2025.
The Company’s sustainability report details its ESG journey and how it contributes to the UN Sustainable Development Goals according to the Global Reporting Initiative (GRI). Thus, the Group takes responsibility for the impact of its operations and its supply chain on the environment, its stakeholders, and the community. The board makes thoughtful choices that balance the business needs, with long-term benefits for the planet and society. Transparency is important, which is why the board regularly reviews its ESG performance and looks for ways to improve.

Directors' statement of compliance with duty to promote the success of the Group
 
The Directors are aware of their duty to act in a way that promotes the success of the group for the benefit of its members as a whole, in accordance with the Companies (Miscellaneous Reporting) Regulations 2018, whilst having regard to the matters set out in Section 172 (1) of the Companies Act.
The likely consequences of any decision in the long term:
The Directors consider the likely consequences of any decision in the long term and meet on a regular basis to set the group’s strategies, review long-term consequences of decisions and review the group operating plans, policies and processes. The long-term business objective of the group is to continue to grow organically, whilst strengthening the company’s financial position and cash reserves.
The interest of the group’s employees:
The Group recognises its responsibility to all employees and reviews all projects at Board meetings and considers the impact of their decisions on all its employees.  The group is committed to effective engagement with its employees, and the Directors strive to ensure that all employees are treated fairly, as the group is an equal opportunity employer, committed to promoting equality for all staff and job applicants. The principles of non-discrimination and equality of opportunity also apply to the way in which staff are expected to treat visitors, clients, customers, suppliers and former staff members. The directors ensured that investment in training and personal development was maintained in the current year with courses provided ranging from Driver, MHE, Finance and Business Development training. The group has a Health and Safety Committee that meets regularly, as safety is the group’s highest priority with ongoing IHASCO Training to keep their employees safe, happy and productive. The training includes regular up-to-date cyber awareness courses and fully accredited HACCP training.
The need to foster the group business relationships with suppliers, customers and others:
The Group is committed to maintaining an excellent reputation as this is consistent with its vision, value and purpose. The directors believe in developing strong business relationships and good collaboration with customers, suppliers and other stakeholders as this is the key to promoting the success of the business, which helps drive the business objectives. The directors encourage the building of long-term relationships with customers and the supply chain, maintaining it is key to producing consistent service levels. 
The impact of the group operations on the community and the environment:
The Group is committed to improving the impact of the group’s activities on the environment. The directors understand that the group has a responsibility to the environment. The directors recognise that the group has a role in the community, and the group supports numerous local charities through charitable donations and attending charity events. The main
Page 2

 


BPG SOLUTIONS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025

beneficiary for this financial year has been the Saints Foundation, whose purpose is to provide life-changing opportunities for people in need throughout Southampton. The group also supports the St Francis Animal Shelter charity. The Group has a current Government Apprenticeship program with a local college to hire Apprentices to train and develop talent internally, which in turn supports the local community in which it operates.
The Group focus will always be to reduce its carbon footprint, whilst offsetting unavoidable emissions by investing in high-quality climate action projects that reduce and/or remove greenhouse gases in the atmosphere. A list of the sustainability projects that the Group invest in are listed in its Carbon Impact report on the Group’s website.
Business Conduct and Ethics:
The Board’s intent is always to maintain high standards of business conduct and governance in all the Group's operations. The Directors review and update as appropriate the Staff Handbook and group policies to maintain a high standard of business conduct and good governance. Our directors and employees are trained on a range of business conduct principles including, Data Protection & Cyber awareness.
The desirability of the company maintaining a reputation for high standards of business conduct:
The directors strive to maintain a reputation for the highest standards of professionalism, business conduct and safety with emphasis placed on quality, honesty and reliability. The business is a fully certified Economic Operator (AEO) with full accreditation covering both customs and simplification, safety and security standards. The Board considers its stakeholders in its decision-making process with the aim of preserving the Group’s reputation for high standards of conduct.
The need to act fairly between members of the company:
The Board engages directly with senior management through regular Board meetings to explain projects and strategies for the benefit of the group with the reinvestment of profits within the Group, therefore providing stability for all parties, thus minimising the need for external funding while sustaining long-term growth by continuing to reinvest heavily in people and equipment. 


This report was approved by the board and signed on its behalf.



................................................
R Glanville
Director

Date: 16 December 2025

Page 3

 


BPG SOLUTIONS LIMITED
 


 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025

The directors present their report and the financial statements for the year ended 30 June 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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 for the Group'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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £994,373 (2024 - £850,223).

There were no dividends declared during the period.

Directors

The directors who served during the year were:

P Blatch 
R Glanville 
E Glanville 
G Blatch 

Future developments

The Group is in a strong position to build on the activities of the last 2 years having positioned itself well with its customer base, and the expectation is that this will lead to continued profitable activity.

Page 4

 


BPG SOLUTIONS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption are as follows: 


2025
2024

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)
493.07
332.62

Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)
54.31
61.05

Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh
0
0.74

The report includes all emissions generated by UK offices and operations during the period (all of which is within the UK). Emissions were consolidated using a "control" approach, considering all activities over which Macintyre Scott & Co. Ltd. has operational control (i.e. the authority to direct the activity).
Emissions have been calculated according to the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard. An external provider (Seedling) was engaged to guide data collection and conduct the emission and energy calculations
.
The emissions have been calculated using the conversion factors published by DEFRA for the relevant period. Electricity emissions are presented using the "Location-based" method, reflecting the UK National Grid averages.
No assumptions or exclusions have been made in compiling the data. The calculations have been made using primary data collected by the business (e.g. energy usage, litres of fuel)

Intensity Ratio
The associated intensity ratios for the above results are based upon x/number of employees or x/£100,000 revenue.
Average tonnes of CO2e per employee - 8.42t CO2e per employee. 
Average tonnes of CO2e to Total revenue - 0.000746t CO2e per £100,000 of revenue.  

Disclosure of information to auditor

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 and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There are no items that would require disclosure as post balance sheet events.

Page 5

 


BPG SOLUTIONS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025


Auditor

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





................................................
R Glanville
Director

Date: 16 December 2025

Page 6

 


BPG SOLUTIONS LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BPG SOLUTIONS LIMITED

Opinion


We have audited the financial statements of BPG Solutions Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2025, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 30 June 2025 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 United Kingdom, including the Financial Reporting Council'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 or 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 other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Page 7

 


BPG SOLUTIONS LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BPG SOLUTIONS LIMITED (CONTINUED)

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report 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 Directors' 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 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 Directors' Responsibilities Statement set out on page 4, 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 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, 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.


Page 8

 


BPG SOLUTIONS LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BPG SOLUTIONS LIMITED (CONTINUED)

Auditor's 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 an Auditor's Report 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation, and general regulations such as health and safety. There are no industry specific laws and regulations
which would be deemed to have a significant impact on the financial statements. We assessed the extent of
compliance with the appropriate laws and regulations as part of our procedures on the related financial statement
items.

We understood how the Company is complying with the legal and regulatory frameworks by, making inquiries to
management, those responsible for legal and compliance procedures and the company secretary. We corroborated our
inquiries through our review of board minutes.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any
issues in this area.

We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect
fraud;
°Understanding how those charged with governance considered and addressed the potential for override of controls
or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgments made by management in its significant accounting estimates; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the following areas:
°Posting of unusual journals and complex transactions.
°Misappropriation of funds through fraudulent purchase ledger and payroll activity.
°Manipulation of amounts subject to significant judgment or estimate.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditor's Report.


Page 9

 


BPG SOLUTIONS LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BPG SOLUTIONS LIMITED (CONTINUED)

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 2006Our 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.





Andrew Galliers FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
3000a Parkway
Whiteley
Hampshire
PO15 7FX

16 December 2025
Page 10

 


BPG SOLUTIONS LIMITED
 


 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 JUNE 2025

2025
2024
Note
£
£

  

Turnover
 4 
73,382,965
60,902,380

Cost of sales
  
(66,155,722)
(54,398,848)

Gross profit
  
7,227,243
6,503,532

Administrative expenses
  
(5,168,588)
(4,665,516)

Other operating charges
  
(141,086)
(141,086)

Operating profit
 5 
1,917,569
1,696,930

Interest receivable and similar income
 9 
32
2,498

Interest payable and similar expenses
 10 
(519,683)
(507,433)

Profit before tax
  
1,397,918
1,191,995

Tax on profit
 12 
(403,545)
(341,772)

Profit after tax
  
994,373
850,223

  

  

Retained earnings at the beginning of the year
  
2,539,999
1,689,776

  
2,539,999
1,689,776

Profit for the year attributable to the owners of the parent
  
994,373
850,223

Retained earnings at the end of the year
  
3,534,372
2,539,999

  


Earnings before interest, taxation, depreciation and amortisation
  


EBITDA
  
2,346,195
2,054,782

Page 11

 


BPG SOLUTIONS LIMITED
REGISTERED NUMBER:11119800



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
365,069
506,155

Tangible assets
 15 
1,291,149
1,399,824

  
1,656,218
1,905,979

Current assets
  

Stocks
 17 
8,340,213
5,529,299

Debtors: amounts falling due within one year
 18 
15,793,963
15,861,330

Cash at bank and in hand
  
1,876,200
2,080,159

  
26,010,376
23,470,788

Creditors: amounts falling due within one year
 19 
(23,883,085)
(22,175,518)

Net current assets
  
 
 
2,127,291
 
 
1,295,270

Total assets less current liabilities
  
3,783,509
3,201,249

Creditors: amounts falling due after more than one year
 20 
-
(378,233)

Provisions for liabilities
  

Deferred tax
 22 
(239,137)
(273,017)

  
 
 
(239,137)
 
 
(273,017)

Net assets
  
3,544,372
2,549,999


Capital and reserves
  

Called up share capital 
 23 
10,000
10,000

Profit and loss account
 24 
3,534,372
2,539,999

  
3,544,372
2,549,999


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
R Glanville
Director

Date: 16 December 2025

The notes on pages 18 to 32 form part of these financial statements.

Page 12

 


BPG SOLUTIONS LIMITED
REGISTERED NUMBER:11119800



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 16 
2,904,832
2,904,832

  
2,904,832
2,904,832

Current assets
  

Debtors: amounts falling due within one year
 18 
5,035
4,352

Cash at bank and in hand
  
2,197
184,508

  
7,232
188,860

Creditors: amounts falling due within one year
 19 
(2,227,511)
(2,636,439)

Net current liabilities
  
 
 
(2,220,279)
 
 
(2,447,579)

Total assets less current liabilities
  
684,553
457,253

  

  

Net assets
  
684,553
457,253


Capital and reserves
  

Called up share capital 
 23 
10,000
10,000

Profit and loss account brought forward
  
447,253
144,729

Profit for the year
  
227,300
302,524

Profit and loss account carried forward
  
674,553
447,253

  
684,553
457,253


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
R Glanville
Director

Date: 16 December 2025

The notes on pages 18 to 32 form part of these financial statements.

Page 13

 


BPG SOLUTIONS LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


At 1 July 2023
10,000
1,689,776
1,699,776
1,699,776


Comprehensive income for the year

Profit for the year
-
850,223
850,223
850,223



At 1 July 2024
10,000
2,539,999
2,549,999
2,549,999


Comprehensive income for the year

Profit for the year
-
994,373
994,373
994,373


At 30 June 2025
10,000
3,534,372
3,544,372
3,544,372


The notes on pages 18 to 32 form part of these financial statements.

Page 14

 


BPG SOLUTIONS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2023
10,000
144,729
154,729


Comprehensive income for the year

Profit for the year
-
302,524
302,524
Total comprehensive income for the year
-
302,524
302,524



At 1 July 2024
10,000
447,253
457,253


Comprehensive income for the year

Profit for the year
-
227,300
227,300
Total comprehensive income for the year
-
227,300
227,300


At 30 June 2025
10,000
674,553
684,553


The notes on pages 18 to 32 form part of these financial statements.

Page 15

 


BPG SOLUTIONS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
994,373
850,223

Adjustments for:

Amortisation of intangible assets
141,086
141,086

Depreciation of tangible assets
287,540
216,766

Interest paid
50,849
508,616

Interest received
(32)
(3,681)

Taxation charge
403,545
341,772

(Increase)/decrease in stocks
(2,810,914)
519,325

Decrease/(increase) in debtors
67,367
(4,459,658)

Increase in creditors
554,549
1,580,944

(Decrease) in provisions
(69,043)
(50,000)

Corporation tax (paid)
(269,227)
(297,553)

Net cash generated from operating activities

(649,907)
(652,160)


Cash flows from investing activities

Purchase of tangible fixed assets
(178,865)
(588,292)

Interest received
32
3,681

HP interest paid
(14,118)
(22,524)

Net cash from investing activities

(192,951)
(607,135)

Cash flows from financing activities

Repayment of loans
40
(404,992)

Other new loans
951,112
2,511,300

Repayment of other loans
-
(130,955)

Repayment of/new finance leases
(300,754)
(137,401)

Interest paid
(11,499)
(467,090)

Net cash used in financing activities
638,899
1,370,862

Net (decrease)/increase in cash and cash equivalents
(203,959)
111,567

Cash and cash equivalents at beginning of year
2,080,159
1,968,592

Cash and cash equivalents at the end of year
1,876,200
2,080,159


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,876,200
2,080,159

1,876,200
2,080,159


The notes on pages 18 to 32 form part of these financial statements.

Page 16

 


BPG SOLUTIONS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2025




At 1 July 2024
Cash flows
At 30 June 2025
£

£

£

Cash at bank and in hand

2,080,159

(203,959)

1,876,200

Debt due after 1 year

(275,032)

275,032

-

Debt due within 1 year

(8,198,094)

(951,152)

(9,149,246)

Finance leases

(207,234)

103,691

(103,543)


(6,600,201)
(776,388)
(7,376,589)

The notes on pages 18 to 32 form part of these financial statements.

Page 17

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

1.


General information

BPG Solutions Limited is a private company limited by shares, registered in England and Wales. The address of its registered office is disclosed on the company information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. 

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Income for receiving, handling and distribution is billed in advance. Income is deferred where the distribution element of the transaction has not taken place as at the year end. Other sales are recognised when ownership of the goods is transferred or when services are carried out. 

Page 18

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

 
2.5

Operating leases: the Group as lessee

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.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 19

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 reporting date.


 
2.11

Intangible assets

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Income and Retained Earnings over its useful economic life.
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.

 The estimated useful lives range as follows:

Goodwill
-
10
years

 
2.12

Tangible fixed assets

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.

Page 20

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

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:

Long-term leasehold property
-
10 years straight line
Plant and machinery
-
10-20% straight line
Motor vehicles
-
7 years straight line

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Stocks

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 reporting 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.

 
2.15

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 21

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

 
2.16

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

On 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.


4.


Turnover

In the opinion of the directors, it would be prejudicial to the interests of the company for disclosures to be made regarding segmental information about turnover.

Page 22

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Depreciation of tangible fixed assets
285,955
216,766

Exchange differences
(55,941)
(26,398)

Other operating lease rentals
(1,516,917)
1,134,851

Amortisation of acquired goodwill
141,086
141,086


6.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2025
2024
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
27,300
26,000

Fees payable to the Company's auditor and its associates in respect of:

Taxation compliance services
4,200
4,000

All non-audit services not included above
3,150
3,000


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Wages and salaries
2,841,483
2,542,275
417,641
281,021

Cost of defined contribution scheme
305,048
556,206
240,000
382,669

3,146,531
3,098,481
657,641
663,690


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Direct staff
34
32
-
-



Management and administration
31
35
4
4

65
67
4
4

Page 23

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
417,641
281,021

Group contributions to defined contribution pension schemes
240,000
382,669

657,641
663,690


The highest paid director received remuneration of £103,204 (2024 - £91,242).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £60,000 (2024 - £95,950).


9.


Interest receivable

2025
2024
£
£


Other interest receivable
32
2,498

32
2,498


10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
33,158
58,658

Other loan interest payable
467,890
424,672

Finance leases and hire purchase contracts
14,118
22,524

Other interest payable
4,517
1,579

519,683
507,433


11.


Earnings before interest, tax depreciation and amortisation

The Group has disclosed its EBITDA figure as a note at the foot of the Consolidated Statement of Comprehensive Income.
The figure has been calculated by taking the operating profit figure per the Consolidated Statement of Comprehensive Income, and adding back the goodwill amortisation figure per note 14 and the depreciation figure per note 15.






Page 24

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
437,317
248,805

Adjustments in respect of previous periods
108
-


437,425
248,805


Total current tax
437,425
248,805

Deferred tax


Origination and reversal of timing differences
(33,880)
92,967

Total deferred tax
(33,880)
92,967


Tax on profit
403,545
341,772

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
1,398,023
1,191,995


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
349,506
297,891

Effects of:


Non-tax deductible amortisation of goodwill and impairment
35,272
44,894

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
18,659
(375)

Other differences leading to an increase (decrease) in the tax charge
108
-

Marginal relief
-
(638)

Total tax charge for the year
403,545
341,772


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

13.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements. The profit after tax of the parent Company for the year was £227,300 (2024 - £302,524).


14.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 July 2024
1,410,863



At 30 June 2025

1,410,863



Amortisation


At 1 July 2024
904,708


Charge for the year on owned assets
141,086



At 30 June 2025

1,045,794



Net book value



At 30 June 2025
365,069



At 30 June 2024
506,155



All of the Group's intangible fixed assets are held in the Parent Company.

Page 26

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

15.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Total

£
£
£
£



Cost or valuation


At 1 July 2024
839,891
1,051,769
755,262
2,646,922


Additions
-
178,865
-
178,865



At 30 June 2025

839,891
1,230,634
755,262
2,825,787



Depreciation


At 1 July 2024
380,283
666,470
200,345
1,247,098


Charge for the year on owned assets
100,718
97,157
89,665
287,540



At 30 June 2025

481,001
763,627
290,010
1,534,638



Net book value



At 30 June 2025
358,890
467,007
465,252
1,291,149



At 30 June 2024
459,608
385,299
554,917
1,399,824

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2025
2024
£
£



Motor vehicles
243,190
287,793

243,190
287,793

Page 27

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 July 2024
2,904,832



At 30 June 2025
2,904,832





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

MSXTRA Limited
C/O Paris Smith Llp, 
1 London Road, 
Southampton, 
England, 
SO15 2AE
Ordinary
100%
Macintyre Scott & Co. Limited
Caledonian Exchange, 
19a Canning Street, 
Edinburgh, 
Scotland, 
EH3 8HE
Ordinary
100%


17.


Stocks

Group
Group
2025
2024
£
£

Finished goods and goods for resale
8,340,213
5,529,299

8,340,213
5,529,299


The Company makes provision for stocks which are considered to have a lower net realisable value than cost.
The total provision expense included in profit and loss in 2025 was £281,479 (2024 - £291,262).

Page 28

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

18.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
14,557,817
14,634,692
-
-

Other debtors
586,798
665,056
3,645
2,949

Prepayments and accrued income
649,348
561,582
1,390
1,403

15,793,963
15,861,330
5,035
4,352



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
275,032
274,992
-
-

Other loans
8,874,214
7,923,102
-
-

Trade creditors
12,902,083
12,095,840
-
-

Amounts owed to group undertakings
-
-
2,209,406
2,603,506

Corporation tax
246,790
147,635
-
19,991

Other taxation and social security
80,835
76,762
12,064
6,940

Obligations under finance lease and hire purchase contracts
103,543
104,033
-
-

Other creditors
632,178
710,525
-
-

Accruals and deferred income
768,410
842,629
6,041
6,002

23,883,085
22,175,518
2,227,511
2,636,439


Included within accruals and deferred income is £429,411 (2024 - £429,411) in relation to the recognition lease incentives in accordance with Financial Reporting Standard 102, section 20. These amounts do not represent liabilities to be settled in cash, and will unwind over the term of the lease.


20.


Creditors: Amounts falling due after more than one year

Group
Group
2025
2024
£
£

Bank loans
-
275,032

Net obligations under finance leases and hire purchase contracts
-
103,201

-
378,233


Regarding the bank loans detailed above, these are secured by way of debenture against all assets of the group.

Page 29

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2025
2024
£
£

Within one year
111,046
102,193

Between 1-5 years
-
111,046

111,046
213,239

Finance lease payments represent rentals payable by the group for motor vehicles. Leases include purchase
options at the end of the lease period, and no restrictions are placed on the use of the assets. The lease terms are
for two or three years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Net obligations under hire purchase contracts are secured by fixed charges on the assets concerned.


22.


Deferred taxation


Group



2025
2024


£

£






At beginning of year
(273,017)
(180,050)


Charged to profit or loss
33,880
(92,967)



At end of year
(239,137)
(273,017)

Company








At end of year
-
-
The provision for deferred taxation is made up as follows:

Group
Group
2025
2024
£
£

Accelerated capital allowances
(239,137)
(273,017)

(239,137)
(273,017)

Page 30

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

23.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



4,000 (2024 - 4,000) A1 shares of £1.00 each
4,000
4,000
1,000 (2024 - 1,000) A2 shares of £1.00 each
1,000
1,000
4,000 (2024 - 4,000) B1 shares of £1.00 each
4,000
4,000
1,000 (2024 - 1,000) B2 shares of £1.00 each
1,000
1,000

10,000

10,000

During the prior  year 10,000 Ordinary shares were re-designated into 4,000 A1 shares, 1,000 A2 shares, 4,000 B1 shares and 1,000 B2 shares of £1, each having the rights and being subject to the restrictions set out in the Articles of Association of the company. 
Whereas the Ordinary shares were entitled Pari Passu to all income rights in the Company, the profits of the Company in any year shall be applied in paying to the holders of the holders of the respective classes of Shares dividends at such respective rates (if any) as the Founder Members shall determine and so that a dividend or dividends may be declared on one or several classes of shares to the exclusion of any class or classes and that dividends at different rates may be declared on the respective classes of shares. 



24.


Reserves

Profit and loss account

The reserve records retained earning and accumulated losses.


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund.
Contributions totalling £13,726 (2024 - £13,657) were payable to the fund at the reporting date and are included within creditors. 

Page 31

 


BPG SOLUTIONS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025

26.


Commitments under operating leases

At 30 June 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
1,580,286
1,414,084

Later than 1 year and not later than 5 years
1,072,947
3,514,849

2,653,233
4,928,933


The total lease payments relating to operating lease recognised as an expense in the financial year amounts to £1,462,957 (2024 - £1,134,851). 


27.


Related party transactions

The Company has taken advantage of the exemption provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions between wholly owned members of the same group.
Peter Blatch 
Peter Blatch is a Director of the company. During the year, the group sold goods for a total value of £1,448 (2024 - £405) to Peter Blatch. 


28.


Securities

A cross guarantee and debenture in favour of Natwest Bank plc, dated 07 February 2018 exists between BPG Solutions Limited and Macintyre Scott & Co. Limited.

 
Page 32