Registration number:
BSO Holdings Ltd
for the Year Ended 31 March 2025
BSO Holdings Ltd
Contents
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Company Information |
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Strategic Report |
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Director's Report |
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Statement of Director's Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Statement of Cash Flows |
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Notes to the Financial Statements |
BSO Holdings Ltd
Company Information
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Director |
Mr Babandeep Singh Oberoi |
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Registered office |
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Bankers |
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Auditors |
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BSO Holdings Ltd
Strategic Report for the Year Ended 31 March 2025
The director presents his strategic report for BSO Holdings Ltd (the "Company") and its subsidiary companies (the "Group") for the year ended 31 March 2025.
Principal activity
The principal activity of the Company is that of an investment holding company. The principal activity of the group is that of non-specialised wholesale trading and retail sales through e-commerce marketplaces.
Fair review of the business
Overview:
The year ended 31 March 2025 was one of resilient progress for the Group. Turnover reached £16.5m, driven by strong brand sales and continued expansion across e-commerce marketplaces. Despite elevated freight costs and the insolvency of a key business-to-business customer, management acted decisively to maintain continuity and protect future growth. Preparatory work for the transition to a new warehouse, completed shortly after the year end, strengthened the Group's operational base and positioned it well for the year ahead.
Market Commentary:
The UK e-commerce sector remains a mature but steadily growing market. Parcel volumes continued to expand, supported by cross-border trade and social commerce, though competition and rising customer acquisition costs persisted.
Economic conditions were mixed: inflation eased and interest rates began to fall, while consumer confidence improved slightly but remained value-driven. Against this backdrop, the Group maintained its focus on brand strength, competitive pricing, and disciplined stock management to support performance.
Business Strategy:
The Group's long-term strategy is to scale sustainably by expanding its product range, investing in brand development, and increasing marketplace presence in the UK and Europe. During the year, management completed preparatory work for the Northampton warehouse, secured a new supply contract with Amazon, and advanced plans for European expansion. These initiatives are designed to improve operational efficiency, broaden customer reach, and enhance resilience.
Financial Review:
Turnover for the year was £16.5m, reflecting strong performance despite supply chain pressures. Growth was supported by demand for the Group's core brands, the acquisition of assets from a former B2B customer, and marketplace expansion. Margins were affected by the clearance of surplus stock and higher logistics and marketing costs, but these pressures were partly offset through renegotiated freight terms and tighter cost control. Cash flow was managed through supplier negotiations, trade finance arrangements, and prudent stock planning during the transition away from third-party logistics.
Outlook:
The Group enters the new financial year with a stronger operational foundation and clear priorities. The immediate focus is embedding the new Northampton warehouse to deliver cost efficiencies and improved fulfilment. Alongside this, the Group plans to expand its product range, strengthen brand visibility, and deepen marketplace presence in both the UK and Europe. External conditions are expected to stabilise, with moderating inflation and easing freight costs providing a more supportive backdrop for growth, though competition and advertising costs are likely to remain elevated.
BSO Holdings Ltd
Strategic Report for the Year Ended 31 March 2025 (continued)
Key performance indicators
The director monitors both financial and non-financial indicators to assess performance.
Key financial measures include sales of £16.5m (2024: £12.2m), gross profit of £5.0m (2024: £3.6m), operating profit of £0.2m (2024: £0.5m), and net assets of £4.3m (2024: £4.5m). These results reflect strong revenue growth and short-term margin pressure linked to external conditions.
Non-financial measures include customer satisfaction, fulfilment accuracy, and supplier and employee relationships, which together underpin sustainable performance.
Principal risks and uncertainties
The Group faces risks related to freight cost volatility, inventory management, and consumer demand. These are managed through diversified freight arrangements, improved forecasting, and disciplined pricing.
Operational risks associated with the new warehouse transition are mitigated through investment in systems, automation, and staff training.
The Group also monitors external factors such as potential global trade frictions or tariffs that could affect import costs or lead times, ensuring flexibility in sourcing and logistics to adapt quickly to any changes.
Regulatory and compliance obligations, including product safety, environmental standards, VAT, data protection, and marketplace trading rules, remain a key area of ongoing oversight.
Through active monitoring, diversification, and investment in people and systems, management remains confident that these risks are appropriately managed.
Approved and authorised by the
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BSO Holdings Ltd
Director's Report for the Year Ended 31 March 2025
The director presents his report and the for the year ended 31 March 2025.
Director of the group
The director who held office during the year was as follows:
Going concern
The consolidated financial statements have been prepared on a going concern basis as the director believes that the Group will continue to meet its liabilities as they fall due for at least 12 months from the approval date.
Important non adjusting events after the financial period
On 25 April 2025, Dreibach Ltd entered into a lease agreement for a new warehouse facility.
There are no other significant events that have occurred at the date of signing which require disclosure in the
financial statements.
Disclosure of information to the auditor
The director has taken steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditor is unaware.
Approved and authorised by the
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BSO Holdings Ltd
Statement of Director's Responsibilities
The director acknowledges his responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
BSO Holdings Ltd
Independent Auditor's Report to the Members of BSO Holdings Ltd
Opinion
We have audited the financial statements of BSO Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and 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 the parent company's affairs as at 31 March 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 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.
Other matters
In the previous accounting period, the director of the company took advantage of audit exemption under s.477 of the Companies Act 2006. Therefore, the prior period financial statements were not subject to audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The director are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.
BSO Holdings Ltd
Independent Auditor's Report to the Members of BSO Holdings Ltd (continued)
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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.
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 director's remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of the director
As explained more fully in the Statement of Director's Responsibilities [set out on page 5], the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor 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 financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
BSO Holdings Ltd
Independent Auditor's Report to the Members of BSO Holdings Ltd (continued)
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Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
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the audit principal ensured that the audit team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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we identified the laws and regulations applicable to the Group through discussions with the director, and from our commercial knowledge and experience of the sector; |
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we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, including the Companies Act 2006 and taxation legislation; |
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identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
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We assessed the susceptibility of the Group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
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understanding the business model as part of the control and business environment; |
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
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considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
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To address the risk of fraud through management bias and override of controls, we: |
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performed analytical procedures to identify any unusual or unexpected relationships; |
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tested journal entries to identify unusual transactions; |
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assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; |
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investigated the rationale behind significant or unusual transactions.
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In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
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agreeing financial statement disclosures to underlying supporting documentation; |
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reading the minutes of meetings of those charged with governance; |
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enquiring of management as to actual and potential litigation and claims.
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There are inherent limitations in the audit procedures described above; any instance of non-compliance with laws and regulations and fraud which is far removed from transactions reflected in the financial statements would diminish the likelihood of detection. Furthermore, the risk of not detecting a material misstatement due to fraud is greater than the risk of not detecting one resulting from error. Fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through an act of collusion that would mitigate internal controls. |
BSO Holdings Ltd
Independent Auditor's Report to the Members of BSO Holdings Ltd (continued)
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 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.
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For and on behalf of
East Lane
Wembley Park
Middlesex
HA9 8JU
BSO Holdings Ltd
Consolidated Profit and Loss Account for the Year Ended 31 March 2025
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Note |
2025 |
(Unaudited) |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Distribution costs |
( |
( |
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Administrative expenses |
( |
( |
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Other operating income |
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Operating profit |
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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
( |
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(218,707) |
(157,404) |
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Profit before tax |
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Tax on profit |
( |
( |
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Profit for the financial year |
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Profit/(loss) attributable to: |
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Owners of the company |
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Non-controlling interest |
( |
( |
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The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
BSO Holdings Ltd
Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2025
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2025 |
(Unaudited) |
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Profit for the year |
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Total comprehensive income for the year |
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Total comprehensive income attributable to: |
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Owners of the company |
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Non-controlling interest |
( |
( |
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BSO Holdings Ltd
(Registration number: 11292622)
Consolidated Balance Sheet as at 31 March 2025
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Note |
2025 |
(Unaudited) |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
100 |
100 |
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Retained earnings |
4,594,205 |
4,672,879 |
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Equity attributable to owners of the company |
4,594,305 |
4,672,979 |
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Non-controlling interests |
(276,608) |
(196,899) |
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Shareholders' funds |
4,317,697 |
4,476,080 |
Approved and authorised by the
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BSO Holdings Ltd
(Registration number: 11292622)
Balance Sheet as at 31 March 2025
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Note |
2025 |
(Unaudited) |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
100 |
100 |
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Retained earnings |
12,643 |
163 |
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Shareholders' funds |
12,743 |
263 |
The company made a profit after tax for the financial year of £94,480 (2024 - profit of £130,110).
Approved and authorised by the
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BSO Holdings Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 March 2025
Equity attributable to the parent company
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Share capital |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
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At 1 April 2024 |
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( |
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Profit/(loss) for the year |
- |
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( |
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Dividends |
- |
( |
( |
( |
( |
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At 31 March 2025 |
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( |
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Share capital |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
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At 1 April 2023 |
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( |
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Profit/(loss) for the year |
- |
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|
( |
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Dividends |
- |
( |
( |
( |
( |
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At 31 March 2024 |
100 |
4,672,879 |
4,672,979 |
(196,899) |
4,476,080 |
BSO Holdings Ltd
Statement of Changes in Equity for the Year Ended 31 March 2025
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Share capital |
Retained earnings |
Total |
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At 1 April 2024 |
|
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Profit for the year |
- |
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Dividends |
- |
( |
( |
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At 31 March 2025 |
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Share capital |
Retained earnings |
Total |
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At 1 April 2023 |
|
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Profit for the year |
- |
|
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Dividends |
- |
( |
( |
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At 31 March 2024 |
100 |
163 |
263 |
BSO Holdings Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 March 2025
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2025 |
(Unaudited) |
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Cash flows from operating activities |
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Profit for the year |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
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Loss on disposal of tangible assets |
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- |
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Finance income |
( |
( |
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Finance costs |
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Income tax expense |
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Income tax - interest payable |
1,420 |
1,318 |
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Working capital adjustments |
||
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Increase in stocks |
( |
( |
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(Increase)/decrease in trade debtors |
( |
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Increase in trade creditors |
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Cash generated from operations |
( |
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Income taxes paid |
( |
( |
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Net cash flow from operating activities |
( |
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Cash flows from investing activities |
||
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Interest received |
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Acquisitions of tangible assets |
( |
( |
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Proceeds from sale of tangible assets |
|
- |
|
Acquisition of intangible assets |
( |
- |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
||
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Interest paid |
( |
( |
|
Proceeds from bank and other borrowing draw downs |
|
|
|
Repayment of bank and other borrowings |
( |
( |
|
Payments to finance lease creditors |
( |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
|
( |
|
Net (decrease)/increase in cash and cash equivalents |
( |
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|
Cash and cash equivalents at 1 April |
|
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Cash and cash equivalents at 31 March |
243,638 |
698,417 |
BSO Holdings Ltd
Statement of Cash Flows for the Year Ended 31 March 2025
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2025 |
(Unaudited) |
|
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Cash flows from operating activities |
||
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Profit for the year |
|
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|
Adjustments to cash flows from non-cash items |
||
|
Finance income |
( |
( |
|
( |
( |
|
|
Working capital adjustments |
||
|
Decrease in trade debtors |
|
|
|
(Decrease)/increase in trade creditors |
( |
|
|
Net cash flow from operating activities |
( |
|
|
Cash flows from investing activities |
||
|
Acquisition of subsidiaries |
- |
( |
|
Dividend income |
|
|
|
Net cash flows from investing activities |
|
|
|
Cash flows from financing activities |
||
|
Repayment of bank borrowing |
( |
( |
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
( |
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 1 April |
|
|
|
Cash and cash equivalents at 31 March |
1,050 |
479 |
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025
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General information |
The company is a private company limited by share capital, incorporated in the United Kingdom.
The address of its registered office is:
The principal place of business is:
Unit 9C
Chester Road
Borehamwood
Hertfordshire
WD6 1LT
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements have been prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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Accounting policies (continued) |
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2025.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £94,480 (2024 - profit of £130,110).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The consolidated financial statements have been prepared on a going concern basis as the director believes that the Group will continue to meet its liabilities as they fall due for at least 12 months from the approval date.
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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2 |
Accounting policies (continued) |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 group operates and generates taxable income.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Fixtures and Fittings |
25% Reducing Balance |
|
Motor Vehicles |
20% Reducing Balance |
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Intangible assets
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
5-10 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
2 |
Accounting policies (continued) |
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made 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 lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2025 |
(Unaudited) |
|
|
Sale of goods |
|
|
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2025 |
(Unaudited) |
|
|
Rental income |
|
- |
|
Miscellaneous other operating income |
|
|
|
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2025 |
(Unaudited) |
|
|
Loss on disposal of tangible assets |
( |
- |
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
(Unaudited) |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Loss on disposal of property, plant and equipment |
|
- |
|
Other interest receivable and similar income |
|
2025 |
(Unaudited) |
|
|
Other finance income |
|
|
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Interest payable and similar expenses |
|
2025 |
(Unaudited) |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
|
|
Foreign exchange gains |
|
|
|
|
|
|
Staff costs |
The aggregate payroll costs (including director's remuneration) were as follows:
|
2025 |
(Unaudited) |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including the director) during the year, analysed by category was as follows:
|
2025 |
(Unaudited) |
|
|
Administration and support |
|
|
|
Sales, marketing and distribution |
|
|
|
Procurement and operations |
|
|
|
Management |
|
|
|
|
|
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Director's remuneration |
The director's remuneration for the year was as follows:
|
2025 |
(Unaudited) |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2025 |
(Unaudited) |
|
|
Audit of these financial statements |
4,000 |
- |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
20,000 |
- |
|
|
- |
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
(Unaudited) |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
(Unaudited) |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Tax decrease from effect of capital allowances and depreciation |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Tax increase from effect of unrelieved tax losses carried forward |
|
|
|
Total tax charge |
|
|
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Intangible assets |
Group
|
Goodwill |
Total |
|
|
Cost or valuation |
||
|
At 1 April 2024 |
|
|
|
Additions acquired separately |
|
|
|
At 31 March 2025 |
|
|
|
Amortisation |
||
|
At 1 April 2024 |
|
|
|
Amortisation charge |
|
|
|
At 31 March 2025 |
|
|
|
Carrying amount |
||
|
At 31 March 2025 |
|
|
|
At 31 March 2024 |
|
|
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Tangible assets |
Group
|
Fixtures and fittings |
Motor vehicles |
Total |
|
|
Cost or valuation |
|||
|
At 1 April 2024 |
|
|
|
|
Additions |
|
|
|
|
Disposals |
( |
( |
( |
|
At 31 March 2025 |
|
|
|
|
Depreciation |
|||
|
At 1 April 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
( |
( |
( |
|
At 31 March 2025 |
|
|
|
|
Carrying amount |
|||
|
At 31 March 2025 |
|
|
|
|
At 31 March 2024 |
|
|
|
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Investments |
Company
|
2025 |
(Unaudited) |
|
|
Investments in subsidiaries |
|
|
Details of the company's subsidiaries in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Name |
Registered office |
Principal Activity |
Class of
|
Holding |
||||
|
Dreibach Ltd |
18 The Broadway, East Lane, Wembley, Middlesex, HA9 8JU |
Retail sales and wholesale trading |
Ordinary |
100% |
||||
|
Ruveo Ltd |
18 The Broadway, East Lane, Wembley, Middlesex, HA9 8JU |
Retail sales |
Ordinary |
99% |
||||
|
Ruveo Commercial Ltd |
Unit 9C, Chester Road, Borehamwood, Hertfordshire, WD6 1LT |
Rental of commercial real estate |
Ordinary |
100% |
||||
All the above subsidiaries are included in the consolidation. All investments are held directly by the Company.
|
Stocks |
|
Group |
Company |
|||
|
2025 |
(Unaudited) |
2025 |
(Unaudited) |
|
|
Finished goods and goods for resale |
|
|
- |
- |
Group
Impairment of inventories
The amount of impairment loss included in profit or loss is £10,523 (2024 - £Nil).
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Debtors |
|
Group |
Company |
|||
|
Current |
2025 |
(Unaudited) |
2025 |
(Unaudited) |
|
Trade debtors |
|
|
- |
- |
|
Amounts owed by related parties |
|
|
|
|
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
Gross amount due from customers for contract work |
|
|
- |
- |
|
Income tax asset |
|
|
- |
- |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
(Unaudited) |
2025 |
(Unaudited) |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
|
|
|
|
|
|
|
|
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
(Unaudited) |
2025 |
(Unaudited) |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accruals |
|
|
|
- |
|
|
Income tax liability |
12,290 |
35,230 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
(Unaudited) |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
100 |
|
100 |
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
(Unaudited) |
2025 |
(Unaudited) |
|
|
Bank loans |
|
|
|
|
|
Hire purchase contracts |
|
|
- |
- |
|
Other loans |
|
- |
- |
- |
|
|
|
|
|
|
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
(Unaudited) |
2025 |
(Unaudited) |
|
|
Bank loans |
|
|
|
|
|
Hire purchase contracts |
|
|
- |
- |
|
Other loans |
|
|
- |
- |
|
|
|
|
|
|
Included within other loans is an import line facility of £1,243,827 (2024: £nil) which is secured by way of a fixed charge and negative pledge over the assets of Dreibach Ltd under a general pledge.
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
|
2025 |
(Unaudited) |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
(Unaudited) |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
- |
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Dividends |
|
2025 |
(Unaudited) |
|||
|
£ |
£ |
|||
|
Interim dividend |
161,500 |
200,000 |
||
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Related party transactions |
The Group and the Company have availed of the exemptions in FRS 102 Section 33, Paragraph 33.1A which allows non-disclosure of transactions between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.
Summary of transactions with other related parties
Included in turnover are sales of £433,134 (2024: £Nil). The company is related to the Group through common shareholdings and directorships.
Included in turnover are sales of £317,806 (2024: £167,500). The company is related to the Group through a close family connection to the director.
Included in other operating income is rental income of £18,075 (2024: £nil). The companies are related to the Group through common shareholdings and directorships.
Interest receivable of £11,660 (2024: £nil) was received from a company related to the Group through common shareholdings and directorships.
Included in the debtor’s balance at the year-end are amounts owed by related parties amounting to £444,156 (2024: £160,000). The companies are related to the Group through common shareholdings and directorships. The loans are unsecured, interest free and are repayable on demand.
Included in the debtor’s balance at the year-end is an amount owed by a related party amounting to £549,780 (2024: £188,120). The company is related to the Group through common shareholdings and directorships. The loan is unsecured and is repayable on demand. Interest is charged on the loan at a rate of 6%.
Included in the creditor's balance at the year-end is an amount owed to a related party amounting to £2,000 (2024: £Nil). The company is related to the Group through common shareholdings and directorships. The loan is unsecured, interest free and is repayable on demand.
Included in the creditor's balance at the year-end are amounts owed to the director and his spouse amounting to £88,956 (2024: £57,977). The loans are unsecured, interest free and are repayable on demand.
BSO Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
|
Parent and ultimate parent undertaking |
The ultimate controlling party is
|
Non adjusting events after the financial period |
|
|
|
|