Registered number:
Directors' report and financial statements
For the year ended
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Company Information
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Contents
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Strategic report
For the year ended 31 December 2020
The principal activity of the company is that of an intermediate parent undertaking.
This S172 statement explains how the board of directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so have regard to the likely consequences of any decisions in the long-term, the interests of the group's employees, the need to foster the group's business relationships with suppliers, customers and others, the impact of the group's operations on the community and environment, the desirability of the group maintaining a reputation for high standards of business conduct and the need to act fairly as between shareholders of the group.
Our people The company is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, clients, investors and wider communities. For our business to succeed we need to manage our people's performance and develop and bring through their talent while ensuring we operate as efficiently as possible. We also ensure we share common values that inform and guide our behaviour so we achieve our goals in the right way. Our values are Honesty, Trust and Respect, Vision, Leadership, Integrity and Team Spirit. We believe in a work environment based on truthfulness and honesty; a healthy work life balance for our people. We work together and support our team to shape a better future for all and we realise the potential of our teams through mentoring and coaching. As a company we adhere to all legislation appropriate to the business and our website contains many of the policies or guidelines the company follows including modern slavery, human trafficking supply chain integrity. Risk management As a group we regularly monitor and update our strategy in relation to managing risk and as we grow, our business and risk environment becomes more complex. It is vital that we effectively evaluate, manage and mitigate risks we face and that we continue to evolve. Our key risks and uncertainties are briefly set out below for the company and can be seen in more detail within the annual report of our trading subsidiary, B.T.C Activewear Limited. Community and environment The group's approach is to use our position of strength to create positive change for the people and communities with which we interact. As a group we're currently working with local schools to help improve employability skills among young people and we donate where possible to local and national charities. As a group we also pride ourselves on our corporate and social responsibility activities and have implemented policy and procedures around recycling paper and plastics we use, using paperless technology where possible, reducing carbon footprint with introduction of cycle to work schemes, movement sensors in offices and overnight lighting shutdown to reduce waste energy consumption. Business relationships Our strategy prioritises organic growth driven by the increase of our customer base, but importantly the updating and enhancement of our product offering. To do this we foster strong customer relationships, founded on our past reputation within the market place. We value all of our supply chains and as a multi-brand distributor, we take the ethical credentials of our supply chain very seriously and look to work with brands and manufacturers who are members of the following organisations, FairLabor Association, Fair Wear Foundation, Confidence in Textiles, Sedex and WRAP (Worldwide Responsible Accredited Production). All ethical credentials can be seen from our website, btcactivewear.co.uk.
The company's financial risk management objectives are to ensure sufficient working capital for its needs. This is achieved by careful management of cash balances to ensure that the Company continues to be able to meet its liabilities as they fall due. Other than this, use of financial instruments is not material for the assessment of the assets, liabilities, financial position and profit of the company.
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Strategic report (continued)
For the year ended 31 December 2020
Due to the holding company status, there are no material exposures of the company relating to principal risks and uncertainties.
This report was approved by the board on 29 September 2021
and signed on its behalf.
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Directors' report
For the year ended 31 December 2020
The directors present their report and the financial statements for the year ended
The directors who served during the year and subsequently were:
The loss for the year, after taxation, amounted to £
11,014
(2019 :
loss
£
63,671
)
.
No dividends have been recommended in the year (2019 : £Nil).
The business is an intermediate holding company with no trading activity. The directors have considered the company’s remaining obligations and commitments at the date of approval of the financial statements amidst the pandemic Covid-19 and the impact it is having around the globe.
The company has net liabilities and an intercompany payable due to its subsidiary. As it has no income stream the Directors have obtained a letter of support from the subsidiary that they will not ask for repayment of the intercompany payable if the company is unable to do so and will provide support for any other liabilities arising for a period of at least 12 months from the date the financial statements are signed. The Directors have assessed the ability of the subsidiary to provide this support noting the available financing and banking facilities in place and the ability of the Company to withstand any plausible reductions in trade driven by the ongoing Covid-19 pandemic. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.
The auditors, Ernst & Young LLP, will be proposed for reappointment in accordance with
section 485 of the Companies Act 2006.
This report was approved by the board on
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Directors' responsibilities statement
For the year ended 31 December 2020
The directors are responsible for preparing the Strategic report, the Directors' report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year
. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙
select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙
make judgements and accounting estimates that are reasonable and prudent;
∙
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements
and other information included in Directors' reports may differ from legislation in other jurisdictions.
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Independent auditors' report to the members of B.T.C. Activewear Holdings Limited
We have audited the financial statements of B.T.C. Activewear Holdings Limited (the 'Company') for the year ended 31 December 2020, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity
and the related notes 1 to 15, 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of 16 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.
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Independent auditors' report to the members of B.T.C. Activewear Holdings Limited (continued)
The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this 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 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 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.
In our opinion, based on the work undertaken in the course of the audit:
∙
the information given in the 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 Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the 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 or the Directors' report.
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Independent auditors' report to the members of B.T.C. Activewear Holdings Limited (continued)
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 Auditors' 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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows: • We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant to be those relating to the United Kingdom General Accepted Accounting Practice, the Companies Act 2006, and United Kingdom direct and indirect tax regulations. The company has minimal transactions, and no employees. • We understood how BTC Activewear Holdings Limited is complying with those frameworks by making enquiries of senior finance personnel and those charged with governance and gaining an understanding of the entity level controls of the company in respect of these areas and the controls in place to reduce opportunity for fraudulent transactions. • We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by discussing with senior finance personnel and those charged with governance as to the rationale behind the specific accounting transactions. Due to the nature of the company, as a holding company of wholly owned group subsidiaries we have not identified any risk of material misstatement. • Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures included reading board meeting minutes and relevant approval documents, enquiries of senior finance personnel and those charged with governance and agreement of transactions to supporting source documentation.
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 Auditors' report.
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Independent auditors' report to the members of B.T.C. Activewear Holdings Limited (continued)
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 Auditors' 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.
for and on behalf of
Ernst & Young LLP, Statutory Auditor
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Statement of comprehensive income
For the year ended 31 December 2020
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Statement of changes in equity
For the year ended
31 December 2020
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Statement of financial position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 18 form part of these financial statements.
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Notes to the financial statements
For the year ended 31 December 2020
B.T.C. Activewear Holdings Limited is a private company limited by shares and incorporated and registered in England under the Companies Act. The registered office is at Point 1, Opus 9 Axletree Way, Wednesbury, WS10 9QY. The principal activity of the company is that of an intermediate parent undertaking.
2.
Accounting policies
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements present information about the company as an individual undertaking and not about its group. The company has not prepared group financial statements as it is exempt from the requirement to do so by section 400 of the Companies Act 2006.
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙
the requirements of Section 7 Statement of Cash Flows;
∙
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).
This information is included in the consolidated financial statements of Falk & Ross Equity GmbH as at 31 December 2020 and these financial statements may be obtained from Ross-Strasse 6, Sembach, 67681, Germany.
The business is an intermediate holding company with no trading activity. The directors have considered the company’s remaining obligations and commitments at the date of approval of the financial statements amidst the pandemic Covid-19 and the impact it is having around the globe.
The company has net liabilities and an intercompany payable due to its subsidiary. As it has no income stream the Directors have obtained a letter of support from the subsidiary that they will not ask for repayment of the intercompany payable if the company is unable to do so and will provide support for any other liabilities arising for a period of at least 12 months from the date the financial statements are signed. The Directors have assessed the ability of the subsidiary to provide this support noting the available financing and banking facilities in place and the ability of the Company to withstand any plausible reductions in trade driven by the ongoing Covid-19 pandemic. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.
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Notes to the financial statements
For the year ended 31 December 2020
2.
Accounting policies (continued)
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Notes to the financial statements
For the year ended 31 December 2020
The estimates and judgements and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is reviewed if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Impairment of Investment The group assesses at each reporting date whether an asset may be impaired. If any such indication exists the group estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the group estimates, the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount is less than its carrying amount, the carrying amount of the asset is impaired and it is reduced to its recoverable amount through an impairment in the Statement of comprehensive income. An impairment loss is reversed in a subsequent period if and only if the reasons for the impairment loss have ceased to apply.
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Notes to the financial statements
For the year ended 31 December 2020
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Notes to the financial statements
For the year ended 31 December 2020
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Notes to the financial statements
For the year ended 31 December 2020
Profit and loss account
The company has pledged its shares in B.T.C. Activewear Limited as collateral for bank borrowings of the group.
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Notes to the financial statements
For the year ended 31 December 2020
The immediate parent undertaking is Falk & Ross Group (UK) Limited, a company registered in England and Wales.
The ultimate parent undertaking and controlling party is Falk & Ross Equity GmbH, a company registered in Germany. The group headed by Falk & Ross Equity GmbH is the smallest and largest group undertaking for which consolidated financial statements are drawn up. These consolidated financial statements, including the results of the company, are available to the public and can be obtained from Ross-Strasse 6, Sembach, 67681, Germany.
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