Braime Group PLC

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.

REPORT & ACCOUNTS

2014

Designed and printed by PrintPod | www.print-pod.com

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.

BRAIMESCOVERWITH4mmSPINE_2014.indd   1

20/04/2015   10:04

T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Contents

Company information 

Notice of meeting 

Chairman’s statement 

Group strategic report 

Director’s report	

Directors’ remuneration report   

Independent auditors’ report 

Consolidated income statement  

Consolidated statement of  
comprehensive income 

Consolidated balance sheet  

Consolidated cash flow statement  

Consolidated statement of  
changes in equity 

Notes to the accounts 

Company balance sheet 

Notes to the accounts 

Five year record 

Explanatory notes of resolutions 

3

4

6

8

11

15

17

19

19

20

21

22

23

52

53

58

59

1

 
 
 
 
	
 
 
 
 
 
 
 
 
T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

2

T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Directors 

O. N. A. Braime, MA, (Oxon.), M.B.I.M. (Chairman)
P. J. O. Alcock, B. Eng. (Non-executive director)
A. W. Walker MA, (Cantab.) (Non-executive director)
A. Q.  Braime, ACA, BA (Hons.)
C. O. Braime, BSc (Hons.), MSc, MBA
M. L. Mills, ACA

Secretary 

M. L. Mills, ACA

Registered	office 

Hunslet Road, 
Leeds, 
LS10 1JZ.

Independent	auditors 

Kirk Newsholme,
Chartered Accountants and Statutory Auditors,
4315 Park Approach,
Thorpe Park,
Leeds,
LS15 8GB.

Bankers 

Stockbrokers 

HSBC,
Leeds City Branch,
33 Park Row,
Leeds,
LS1 1LD.

W. H. Ireland,
Zurich House,
Canal Wharf,
Leeds,
LS11 5DB.

Company	registration 
number

488001 (England and Wales)

3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Notice of meeting

Notice	is	hereby given that the SIXTY FIFTH Annual 
General Meeting of the members of T.F. & J.H. 
BRAIME (HOLDINGS) P.L.C. (the ‘company’) will be 
held at the registered office of the company at Hunslet 
Road, Leeds, LS10 1JZ on Friday 5th June 2015 at 
11.45am. 

Ordinary	Resolutions

1. To receive and adopt the report of the directors, 
the statement of accounts and the directors’ 
remuneration report, for the year ended 31st 
December 2014, and the report of the auditors 
thereon. 

2. To confirm the Preference dividends paid on  
30th June and 19th December 2014 together  
with the interim dividends on the Ordinary and  
‘A’ Ordinary shares paid on 17th October 2014  
and 2nd April 2015.

3. a)  To re-appoint as a director O. N. A. Braime,   
  who is retiring by rotation in accordance with  

Special	Resolution

6. THAT, with immediate effect:

  The Articles of Association of the Company be 

amended by the deletion of all provisions that relate 
to 5 per cent. Cumulative Preference Shares of £1 
each, following their cancellation which became 
effective on 17th December 2014 together with 
consequential amendments and the revised form 
of Articles of Association produced to the meeting 
and signed by the Chairman of the meeting shall be 
the Articles of Association of the Company to the 
exclusion of all other versions.

An explanation of the resolution to be proposed at the 
meeting is included on page 59 of these accounts.  

By order of the board,
M.	L.	Mills Secretary
Hunslet Road, Leeds, LS10 1JZ

the Company’s Articles of Association and, being  

20th April 2015

  eligible, offers himself for re-election.

  b)  To re-appoint as a director A. W. Walker,  

  who is retiring by rotation in accordance with  

the Company’s Articles of Association and, being  

  eligible, offers himself for re-election.

4. To re-appoint Kirk Newsholme as auditors, to hold 
office from the conclusion of this meeting until the 
conclusion of the next Annual General Meeting of 
the company at which accounts are laid.

5. To authorise the directors to fix the remuneration  

of the auditors.

4

 
 
 
 
T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Notice of meeting continued

ACCOMPANYING	NOTES

1. A member entitled to vote at the meeting is 

entitled to appoint a proxy to attend and vote in his 
stead.  A proxy need not also be a member of the 
company. A form of proxy which may be used to 
make such appointment and give proxy instructions 
accompanies this notice.

2. To be valid, the form of proxy must be received at 
the company’s registered office at Hunslet Road, 
Leeds LS10 1JZ by no later than 11:45 am on 3rd 
June 2015.

3. The return of a completed Form of Proxy will not 

prevent a shareholder attending the Annual General 
Meeting and voting in person if he/she wishes to do so.

4. In accordance with the company’s Articles of 

Association, holders of the ‘A’ Ordinary shares are 
entitled to attend, but not to vote at this meeting.

5. There will be available for inspection at the registered 
office during the company’s usual business hours 
(Saturdays, Sundays and public holidays excluded) 
from the date of this notice until the date of the 
Annual General Meeting and for at least fifteen 
minutes prior to and during the meeting:

  A statement for the period of twelve months to 
31st December 2014 of all transactions of each 
director and, so far as he can reasonably ascertain, 
of his family interests in the Ordinary shares of the 
company.

  The service contract of each executive director, 

where applicable and the letter of appointment of 
each non-executive director.

  The proposed revised Articles of Association of the 

Company and a copy of the existing Articles  
of Association.

  A copy of the proposed revised Articles of 

Association of the Company is also available to view 
on the company’s website at www.braimegroup.com.

6. CREST members who wish to appoint a proxy 
or proxies through the CREST electronic proxy 
appointment service may do so for the Annual 
General Meeting and any adjournment(s) thereof 
by using the procedures described in the CREST 
Manual.  CREST Personal Members or other CREST 

sponsored members, and those CREST members 
who have appointed a service provider(s), should 
refer to their CREST sponsor or voting service 
provider(s), who will be able to take the appropriate 
action on their behalf.

In order for a proxy appointment or instruction made 
using the CREST service to be valid, the appropriate 
CREST message (a ‘CREST Proxy Instruction’) 
must be properly authenticated in accordance 
with CRESTCo’s specifications, and must contain 
the information required for such instruction, as 
described in the CREST Manual.  The message, 
regardless of whether it constitutes the appointment 
of a proxy or is an amendment to the instruction 
given to a previously appointed proxy must, in order 
to be valid, be transmitted so as to be received by 
the issuer’s agent (ID 7RA11) by 11.30am on 3rd 
June 2015.  For this purpose, the time of receipt 
will be taken to be the time (as determined by the 
timestamp applied to the message by the CREST 
Application Host) from which the issuer’s agent is 
able to retrieve the message by enquiry to CREST 
in the manner prescribed by CREST.  After this time 
any change of instructions to proxies appointed 
through CREST should be communicated to the 
appointee through other means.

  CREST members and, where applicable, their 
CREST sponsors, or voting service providers 
should note that CRESTCo does not make available 
special procedures in CREST for any particular 
message. Normal system timings and limitations will, 
therefore, apply in relation to the input of CREST 
Proxy Instructions.  It is the responsibility of the 
CREST member concerned to take (or, if the CREST 
member is a CREST personal member, or sponsored 
member, or has appointed a voting service provider, 
to procure that his CREST sponsor or voting service 
provider(s) take(s)) such action as shall be necessary 
to ensure that a message is transmitted by means 
of the CREST system by any particular time.  In this 
connection, CREST members and, where applicable, 
their CREST sponsors or voting system providers are 
referred, in particular, to those sections of the CREST 
Manual concerning practical limitations of the CREST 
system and timings.

  The company may treat as invalid a CREST 

Proxy Instruction in the circumstances set out in 
Regulation 35(5)(a) of the Uncertificated Securities 
Regulations 2001.

5

 
T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Chairman’s statement 

Performance	of	the	group

Group sales revenue in 2014 rose by 5.8% to £24.3 
million and operating profit by 14.9% to £1.2 million.  
Profit for the year ending 2014, after tax, increased by 
4.0% from £752,000 to £782,000.    

After a relatively strong result in the first six months 
of the year, the result for the second half of the year 
was disappointing. This was caused by the higher 
than anticipated operating costs in our manufacturing 
business and by the negative impact of changes in 
exchange rates, which reduced the contribution of 
overseas earnings.  

The first interim dividend paid on the 17th October 
was increased from 2.40p paid in 2013 to 2.90p 
in 2014, in part reflecting the strong first half 
performance but principally to restore a better balance 
between the two dividends paid each year.

In view of the final result for 2014, the directors have 
approved the payment of the same second interim 
dividend as last year of 6.20p, making a total dividend, 
paid in the tax year ending April 2015, of 9.10p, 
compared to 8.60p in the previous year.

The second interim dividend of 6.20p was paid on 
2nd April 2015 to the Ordinary and ‘A’ Ordinary 
shareholders on the register as at 27th March 2015.

Group	highlights

The group made further substantial investments 
in machinery to manufacture parts for the external 
customers of its manufacturing business. It also 
made several specific investments in machinery to 
improve the quality, productivity and lead time of 
components manufactured for our material handling 
business. Together, these investments largely 
completed the recent major investment program in 
our manufacturing business.

During 2005/6 the company made two unsuccessful 
attempts to sell its main operating site, located 
in Leeds, at a price sufficient to cover the cost of 
relocating the business to a modern purpose built 
facility.  Since then we have invested in machinery at 
our present site to enable us to meet our customers’ 
requirements.  The cost of relocating this plant 
would now be prohibitive and, given the need to 
supply our customers on a just in time basis, the 
relocation of our manufacturing is no longer a viable 

option.  Accordingly, in 2013 we began a program of 
investment to totally modernise our infrastructure and 
in 2014 we carried out further work as outlined in the 
group strategic report.

In 2014, we made available a loan of £200,000 to 
a key supplier in order to help them  make a major 
investment which would strengthen their ability to 
meet our current and future requirements. The loan 
was secured, made on a commercial basis, and is 
re-payable within three years.

During the year the group recruited staff to fill a 
number of important positions. In our manufacturing 
business, we have both a new maintenance manager 
and new quality manager. While in our material 
handling business, we have recruited three key 
senior staff in technical and sales roles.  All these 
appointments are already having a very positive 
impact on our business.

The group continues to invest in new products to 
ensure that we remain at the forefront of technology 
and so that we can continue to extend our range of 
products and provide our customers with innovative 
solutions. A number of new products, finalised in 
2014, are planned for launch in 2015.

Cancellation	of	Preference	shares

The directors decided that the company would cancel 
the 180,000 £1.00, 5% Preference shares. After 
receiving more than the necessary 75% approval of 
the Preference and voting Ordinary shareholders, and 
after paying the stipulated premium of 12.5% over 
their par value to the Preference shareholders, the 
shares were cancelled. 

The company drew down a specific loan to provide 
the money for the cancellation and this offsets the 
previous value of the Preference shares within our 
liabilities, so there is minimal effect on our balance 
sheet. There is a small positive effect on the income 
statement since the interest on this loan is presently 
less than the previous cost of the Preference share 
dividend.

Modernisation	of	the	company’s	constitution

The directors decided last year that it was appropriate 
to bring the articles of the company into line with 
modern practice and a special resolution accepting 
these changes in the constitution was passed at 

6

T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Chairman’s statement continued

the AGM in May 2014. At the forthcoming AGM in 
June, by way of a proposed special resolution, the 
articles will once again be subject to a revision to 
remove all references to, and the rights applicable 
to, the cancelled Preference shares together with 
consequential amendments.

Shareholders also approved the passing of a special 
resolution at the 2014 AGM to approve an increase 
in the borrowing powers of the directors of the 
company, subject to the sanction of a majority of 
the holders of the Preference shares.  Since the 
Preference shares have now been cancelled, the 
satisfaction of this condition is no longer required and 
the Articles will be amended to reflect the increased 
borrowing powers approved at the 2014 AGM.

Outlook	

Group sales revenues for the first quarter of 2015 are 
above the comparable figure for the same period last 
year.  We hope to have new manufacturing business 
coming on stream during the year, and, in the material 
handling sector of our business, we have some 
exciting new products which we believe will enhance 
revenue.

A very high proportion of our group sales are made 
in overseas markets and sold in local currencies, 
so our result for 2015 will inevitably be affected 
by movements in exchange rates, in spite of the 
conscious efforts to match our purchasing and selling 
currency profiles, in order to mitigate their impact.

Currently the margins on our sales to European 
markets are being reduced by the fall in the value of 
the Euro. In contrast, the current strength of the US 
Dollar is having a positive impact on our margins on 
products sold in US dollar linked markets. In other 
areas of the world, we believe that the overall effect of 
changes in exchange rates will be broadly neutral.

While it is impossible to predict, with any degree of 
certainty, the overall effect of currency fluctuations, 
the underlying position of the group remains strong.

for a price of £855,000, plus a contribution of 
£295,000 towards associated works. The sale remains 
conditional upon approval by the buyer of the ground 
conditions and on the securing of planning consent.

This sale will enable the group to eliminate the costs 
of maintaining and servicing an area surplus to its 
needs, provide new funds for the modernisation of 
its facility in Leeds and make improvements in the 
operating efficiency of the business. 

LAM intends to build a new University Technical 
College for 600 students, focused on engineering and 
help them achieve either university entry or placement 
as apprentices to continue their education while in 
work. 

Given the longstanding twin problems in the UK of 
high youth unemployment and a serious shortage of 
people trained and qualified to work in industry, the 
company fully supports the UTC program. 

The funds raised by the sale will be used to strengthen 
the business, which was founded in Leeds in 1888 
and whose group headquarters and principal 
manufacturing site are still based in the city. The 
group hopes the creation of a UTC within our 
iconic heritage building will also benefit the wider 
community of Leeds and, in particular, inspire people 
to choose a career in engineering.

Employees

Our most important resource is the skill and 
commitment of our employees and we thank them for 
their contribution. Recruiting people with the ability 
and enthusiasm we need to continue the growth of 
the company, in an ever increasingly competitive 
world, is our biggest challenge. This applies to all 
the regions where we have subsidiaries but it is a 
particularly acute problem in the UK.

O. N. A. Braime, Chairman

University	Technical	College

20th April 2015

On April 15th 2015, the group exchanged contracts 
with Leeds Advanced Manufacturing UTC Ltd., 
(LAM), for the sale of 1.18 acres of land and buildings, 
(about 25% of the 4.6 acre site) in Hunslet, Leeds 

7

 
Group strategic report 

Principal	activities	and	risks	and	uncertainties

The group comprises of two core segments; 
manufacture of deep drawn metal presswork, and 
the distribution of material handling components and 
monitoring equipment.

The centralised treasury function also controls the 
group banking facilities, including all lines of funding. 
Liquidity risk is managed through the matching of 
short and long term funding to the needs of the 
business. Medium and long term cash flow projections 
are prepared and regularly monitored. 

The metal presswork segment operates across several 
industries including the automotive sector. The 
market remains challenging due to pricing pressures 
throughout the supply chain. The TS16949 quality 
standard is important to the group as it allows us to 
access growing markets. If lost, this would adversely 
impact both existing and new business activity. 
A process of continual improvement in systems, 
process and review reduce this risk. Long term 
supply agreements are made with major customers. 
The company is exposed to medium to long term 
fluctuations in steel prices. In order to mitigate this 
volatility, the company fixes its prices with suppliers 
where possible. 

The material handling components subsidiaries trade 
from six countries and export to over fifty countries. 
The division maintains its competitive edge in a price 
sensitive market through the provision of engineering 
expertise and by working closely with our suppliers to 
supply innovative components of the highest standard. 
In addition, ranges of complementary products are 
sold into different industries. These monitoring 
systems are developed and improved on a regular 
basis.

Exposure to customer credit risk is managed through 
a variety of methods; credit insurance, credit checking 
and the setting and monitoring of appropriate credit 
limits.

The group has a centralised treasury function which, 
through the use of forward contracts, hedges against 
foreign exchange differences arising on cash flows 
in currencies that differ to the operational entity’s 
reporting currency.

Further information on the group’s financial liabilities 
and exposures are set out in note 17.

Our	business	model

The focus of the manufacturing business is to produce 
quality, technically demanding components. Using 
automated equipment this allows us to produce in high 
volumes, yet it also provides flexibility.

The material handling components business is located 
around the globe allowing us to be close to our core 
markets. The focus is to provide innovative solutions 
drawing on our expertise and broad product range.

The two segments are very different serving different 
markets, however together they add strength and 
balance to the group.

Performance	of	Braime	Pressings	Limited,	
manufacturer	of	deep	drawn	metal	presswork

Sales revenues increased but the performance of the 
company deteriorated due to problems and delays in 
the installation and commissioning of the new plant 
purchased in the previous year. As a result, there 
was a marked drop in the anticipated improvements 
in productivity. It also delayed the new volumes of 
work that we had anticipated would come on stream 
in 2014. 

At the end of 2014, we also took a decision to make 
a fundamental change to our historic shift pattern, 
changing our hours worked by our manufacturing 
business to 6.00am to 2.00pm and 2.00pm to 
10.00pm. This gives us much more flexibility to 
respond to the demands of our major customers, 

8

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Group strategic report continued

makes it much easier to provide the necessary 
maintenance and tool room cover and enables us, 
when necessary, to add a third shift, 10.00pm to 
6.00am. The overall result is to substantially increase 
our production capacity and the volumes of output 
that we can achieve using the existing machinery.

Since the start of the current year, there has 
finally been a marked improvement in quality and 
productivity.

and flexibility to meet current and future needs. 
Linked to this, and in order to meet the latest safety 
standards, £552,000 was spent on the electrical 
rewiring of the site. 

Cash	flow

Our debtors increased by £1,045,000 and our stocks 
also by the relatively small sum of £69,000; both calls 
on our working capital were balanced by an increase in 
our creditors of £1,115,000.

Performance	of	the	4B	division,	world	wide	
distributor	of	components	and	monitoring	
systems	for	the	material	handling	industry

Overall the 4B division increased sales revenues and 
posted healthy results, although final contribution from 
the overseas subsidiaries was negatively affected by 
changes in exchange rates towards the end of 2014.

The business generated funds from operations 
of £1,861,000. It invested £1,369,000 in capital 
expenditure and repaid £443,000 of borrowings.

After the payment of other financial costs and the 
dividend, the net cash position was negative by 
£148,000.

2015 has begun positively across the group and we are 
engaged in a number of projects which will contribute 
positively to the outcome for this year. 

Taxation

The effective rate of tax is 30.5% (2013 – 25.6%). 
The effective rate is above the standard UK tax rate 
of 21.5% (2013 – 23.0%) due to the blending of the 
different rates of tax applied by each of the countries 
in which the group operates. In any financial year the 
rate will depend on the mix of profits made between 
those countries. 

Capital	expenditure

In 2014, the group invested £965,000 in plant 
and equipment, completing our recent substantial 
investment in new manufacturing machinery. 
Currently we have minimal commitments for the 
acquisition of further plant. Our plan for 2015 is to 
maximise the productivity of our recently acquired 
equipment.

Included in this plant and equipment figure, is an 
investment of £135,000 in our manufacturing facility in 
Leeds on installing new energy efficient LED lighting 
and in fitting new transformers and switchgear. This 
provides the manufacturing site with additional power 

Bank	facilities

The group’s operating banking facilities are renewed 
annually. The arrangements with HSBC provide 
sufficient headroom to the group and have allowed us 
to make the necessary investments in the year.

Balance	sheet

Net assets of the group have increased to £7.4 million 
(2013 - £6.7 million). This increase is due to the strong 
profit performance in the year. A foreign exchange 
gain of £11,000 (2013 – loss of £200,000) was 
recorded on the re-translation of the net assets of the 
overseas operations. 

Key	performance	indicators

The group uses certain key performance indicators to 
assess the performance of the group as a whole and 
of the individual business. The financial KPIs comprise 
turnover growth, product and customer margins and 
operating net profit as demonstrated in note 3 in the 
financial statements. Key balance sheet indicators such 
as inventory levels, inventory aging, stock turnover 
and debtor days are monitored monthly for both the 
group and individual entities. The operational KPIs 
comprise on time delivery achievement, component 
quality and rejection rates and labour utilisation.

9

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Group strategic report continued

Environment

The group’s policy with regard to the environment is 
that we understand and effectively manage the actual 
and potential environmental impact of our activities. 
Our operations are conducted such that we comply 
with all legal requirements relating to the environment 
in all areas where we carry out our business. During 
the period of this report the group has not incurred 
any fines or penalties or been investigated for any 
breach of environmental regulations.

Employees

The quality and commitment of our people has played 
a major role in our business success. This has been 
demonstrated in many ways, including improvements 
in customer satisfaction, the development of our 
product lines and the flexibility they have shown 
in adapting to changing business requirements. 
Employee performance is aligned to the achievement 
of goals set within each subsidiary and is rewarded 
accordingly. Employees are encouraged to use their 
skills to best effect and are offered training either 
externally or internally to achieve this.

Research	and	development

The group continues to invest in research and 
development. This has resulted in improvements 
in the products which will benefit the group in the 
medium to long term.

O.	N.	A.	Braime,	Director

20th April 2015

10

T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Directors’ report

The directors present their annual report and financial statements for the year ended 31st December 2014.

RESULTS	AND	DIVIDENDS

The profit for the year after taxation and transferred to reserves was £782,129 (2013 – £752,066).  No dividend is 
to be proposed at the Annual General Meeting.

DIRECTORS

The directors who served during the year and their beneficial interests in the shares of the company are detailed 
below:

O.	N.	A.	Braime	
Preference shares 
Ordinary shares 
P.	J.	O.	Alcock 
Ordinary shares 
‘A’ Ordinary shares 
A.	W.	Walker 
Ordinary shares 
‘A’ Ordinary shares 
A.	Q.	Braime 
Ordinary shares 
C.	O.	Braime 
Ordinary shares 
M.	L.	Mills 
‘A’ Ordinary shares 

31st		December	2014		

1st January 2014 

-		 
143,400  

1,000	 
5,000	 

100  
300  

35,175	 

35,175  

400	 

100 
143,400 

1,000 
5,000 

100 
300 

35,175 

35,175 

400 

In accordance with the company’s Articles of Association O. N. A. Braime and A. W. Walker retire by rotation 
and, being eligible offer themselves for re-election.  

None of the directors had a beneficial interest in any contract to which the company or a subsidiary company was 
a party during the financial year.

The company has made qualifying third party indemnity provisions for the benefit of its directors and officers.

11

 
	
 
 
 
 
 
T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Directors’ report continued

SUBSTANTIAL	SHAREHOLDINGS

The company has been notified that as at 27th March 2015, apart from the directors, only the following persons 
are beneficially interested in more than 3% of the Ordinary shares of the company: 

J M Finn Nominees Limited 
Ferlim Nominees Limited Des. POOLED 
Mrs P. V. Smith 
Mrs L. V. Deacon 
Mr. M. C. J. Barnes 

Ordinary	
shares	held		
71,000  
46,883  
27,500  
24,000  
16,555  

Percentage 
14.79 
9.77 
5.73 
5.00 
3.45 

12

 
	
	
	
	
T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Directors’ report continued

CORPORATE	GOVERNANCE	

As an AIM listed group T.F. & J.H. Braime (Holdings) 
P.L.C. is not required to comply with the Combined 
Code 2010.  However, the group applies those 
principles of good governance it believes appropriate 
to a group of this size.

INTERNAL	CONTROLS

The board is responsible for the group’s system 
of internal control and reviewing its effectiveness.  
Identification and evaluation of risks is an integral 
part of the board’s planning process.  Controls within 
the group are designed to provide the board with 
reasonable assurance regarding the maintenance of 
proper accounting records, the reliability of financial 
information and the safeguarding of assets.  The 
group’s system of internal control is designed to 
manage rather than eliminate the risk of failure to 
achieve business objectives.  It can only provide 
reasonable and not absolute assurance against 
material loss or misstatement.  The board considers 
that the size of the group does not justify an internal 
audit function, but continues to keep the need for 
an internal audit function under review.  The board 
has conducted a review of the effectiveness of the 
company’s risk management and internal control 
systems.

GOING	CONCERN

The group’s business activities, together with the 
factors likely to affect its future development, 
performance and position are set out in the group 
strategic report on pages 8 to 10.  The financial 
position of the group, its cash flows, liquidity position 
and borrowing facilities are described in the group 
strategic report on pages 8 to 10.  In addition, note 
17 to the financial statements includes the group’s 
objectives, policies and processes for managing its 
capital; its financial risk management objectives; 
details of its financial instruments and hedging 
activities; and its exposure to credit risk and  
liquidity risk.

In many of the geographic areas in which the group 
operates we are seeing growth.  However recovery 
in certain markets, particularly the European market, 
continue to be fragile in nature, which creates 

uncertainty over the level of future demand for the 
group’s products and services.  The exchange rate 
between sterling, the US dollar and the euro and the 
price of raw materials provides further uncertainty.

The group’s net cash figure decreased from an 
opening figure of £76,282 to an overdrawn position 
of £148,219 as at 31st December 2014. During 
the period the group maintained the funding 
balance on the components of its working capital. 
The primary reason for the decrease in net cash 
is the infrastructure expenditure on the Leeds 
manufacturing site and plant and equipment.  At 31st 
December 2014, the available headroom within the 
group’s borrowing facilities amounted to £932,804.  
The directors are of the continued view that through 
its group banking partner it has sufficient access to 
financial resources.

The group has contracts with a number of customers 
and suppliers across different geographic areas and 
industries.  The group’s forecasts and projections, 
taking account of reasonably possible changes 
in trading performance, show that there is not a 
substantial doubt that the group should be able to 
operate within the level of its current facilities.

After due consideration, the directors confirm that 
they have a reasonable expectation that the company 
and the group have adequate resources to continue 
in operational existence for the foreseeable future.  
Accordingly, they continue to adopt the going 
concern basis in preparing the company’s and the 
group’s financial statements.

STATEMENT	OF	DIRECTORS’	RESPONSIBILITIES

The directors are responsible for preparing the 
annual report, the directors’ report, the directors’ 
remuneration report and the financial statements in 
accordance with applicable laws and regulations.

Company law requires the directors to prepare 
financial statements for each financial year.  Under 
that law the directors have prepared the group 
financial statements in accordance with International 
Financial Reporting Standards (IFRSs) as adopted  
by the European Union and the rules of the London 
Stock Exchange for companies trading on the AIM.  

13

T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Directors’ report continued

Each of the directors at the date of this report  
confirms that:

(a) so far as the director is aware, there is no relevant 
audit information of which the company’s auditors 
are unaware; and

(b) he has taken all the 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 auditors are aware of that 
information.

This confirmation is given and should be interpreted 
in accordance with the provision of Section 418 of the 
Companies Act 2006.

SUBSCRIPTIONS	AND	DONATIONS

Charitable donations amounting to £1,000 (2013 - 
£3,125) were paid during the year. There were no 
donations to political organisations.

AUDITORS

A resolution proposing Kirk Newsholme be 
re-appointed as auditors of the company will  
be put to the Annual General Meeting.

By order of the board
M.	L.	Mills, Director

20th April 2015

The directors have chosen to prepare financial 
statements for the company in accordance with UK 
Generally Accepted Accounting Practice.  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 
group and the company and of the profit or loss of the 
group for that period.  

In preparing these financial statements, the directors 
are required to:

• select suitable accounting policies and then apply 

them consistently;

• make judgements and accounting estimates that are 

reasonable and prudent;

• state whether applicable United Kingdom 

Accounting Standards have been followed by the 
parent company and applicable IFRSs as adopted 
by the European Union have been followed by the 
group, subject to any material departures disclosed 
and explained in the financial statements;  and
• 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 group’s and company’s transactions and 
disclose with reasonable accuracy at any time the 
financial position of the group and company and 
enable them to ensure that the financial statements 
and the directors’ remuneration report comply with 
the Companies Act 2006 and, as regards the group 
financial statements, Article 4 of the IAS Regulation.  
They are 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.

The directors are responsible for the maintenance 
and integrity of the company’s website. Legislation in 
the United Kingdom governing the preparation and 
dissemination of financial statements may differ from 
legislation in other jurisdictions.

14

T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Directors’ remuneration report

INFORMATION	NOT	SUBJECT	TO	AUDIT

Service	contracts

The purpose of this report is to inform shareholders 
of the company’s policy with regard to executive 
remuneration and to provide full details of the salary 
and other benefits received by individual directors.  
The directors have adopted the principles of good 
governance as set out in the Combined Code and the 
Directors’ Remuneration Report Regulations 2002.  
However, following the company’s move to AIM 
compliance with this report is no longer mandatory.

Other than Mr. M. L. Mills, the executive directors 
do not have service contracts with the company or 
its subsidiaries.  The executive directors are subject 
to election by the shareholders at the first Annual 
General Meeting following their appointment and 
thereafter at least at every third subsequent Annual 
General Meeting.  No compensation other than that 
prescribed by legislation is payable on termination of 
their employment.

Remuneration	committee

Executive directors’ pay is subject to the decision of 
the whole board and not of a separate remuneration 
committee.  The directors believe that this is adequate 
for a group of this size.

Mr. P. J. O. Alcock’s service contract, as a non-
executive director, expires annually on 10th January.  
The renewal of this contract is subject to approval of 
the whole board and has been approved for a further 
twelve months to 10th January 2016.  

The renewal of Mr. A. W. Walker’s service contract 
is subject to approval of the whole board and was 
previously approved for a further three years to  
30th March 2016.

Statement	of	company’s	policy	on		
directors’	remuneration

The board’s policy is that the remuneration of the 
directors should reflect market rates applicable to a 
business of its size and complexity.  This information 
is assessed by the board based on their commercial 
contacts within the industry and the local business 
community.  It is intended that this policy will 
remain in place for the following financial year and 
subsequent periods.

There are no formal performance related elements, 
entitlements to share options or entitlements under 
long-term incentive plans in directors’ remuneration.  
All employees of the group, including directors, may 
however receive a discretionary bonus which reflects 
the results of the group.

The only elements of remuneration that are 
pensionable are salary and bonuses.

There are no performance conditions relating to the 
non-executive directors’ fees.

15

T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Directors’ remuneration report continued

INFORMATION	SUBJECT	TO	AUDIT

Directors’	remuneration
The remuneration of the individual directors who served during the period was as follows:

Estimated 
taxable  
value of  
benefits 
in kind 
£ 

Fees 
£ 

Salary 
£ 

Total 
2014 
£ 

Total 
2013 
£ 

  Pension 
contributions
2013
£

2014 
£ 

-  
-  
-  
-  

174,905  
85,043 
85,087 
95,809 

3,353  
1,258  
826  
1,423  

178,258  
86,301	 
85,913  
97,232	 

167,806  
71,837  
71,330  
85,531  

2,236	 
8,264  
8,264	 
8,067	 

2,236 
6,347 
6,348 
6,738 

Executive	directors 
O. N .A. Braime 
A. Q. Braime 
C. O. Braime 
M. L. Mills 

P. J. O. Alcock 
A. W. Walker 

21,000  
21,000  
42,000  

-  
-  
440,844  

-  
-  
6,860  

21,000  
21,000  
489,704	 

17,281  
17,281  
431,066  

-	 
-	 

- 
- 
26,831   21,669 

Paid by the company 

42,000  

42,000	 

34,562  

The estimated taxable value of benefits in kind includes private medical cover.  Pension contributions represent 
amounts paid to defined contribution pension schemes.

Pension	benefits
Benefits under the defined benefits scheme are as follows:

O. N. A. Braime 

Approval

Normal 
Retirement 

65 

Accrued 
Pension  
£ 
74,750  

 Pension Input    

Amount 
£
13,462

The directors’ remuneration report was approved by the board on 20th April 2015.

M.	L.	Mills, Director

16

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
 
 
  
 
 
 
 
    
 
 
 
 
 
 
 
 
Independent auditors’ report

TO	THE	SHAREHOLDERS	OF		
T.F.	&	J.H.	BRAIME	(HOLDINGS)	P.L.C.
We have audited the financial statements of T.F. & 
J.H. Braime (Holdings) P.L.C. for the year ended 31st 
December 2014 which comprise the consolidated 
income statement, the consolidated statement of 
comprehensive income, the consolidated and parent 
company balance sheets, the consolidated cash flow 
statement, the consolidated statement of changes in 
equity and the related notes. The financial reporting 
framework that has been applied in the preparation 
of the group financial statements is applicable law 
and International Financial Reporting Standards 
(IFRSs) as adopted by the European Union. The 
financial reporting framework that has been applied 
in the preparation of the parent company financial 
statements is applicable law and United Kingdom 
Accounting Standards (United Kingdom Generally 
Accepted Accounting Practice).

This report is made solely to the company’s members, 
as a body, in accordance with Chapter 3 of Part 16 of 
the Companies Act 2006. Our audit work has been 
undertaken so that we might state to the company’s 
members those matters we are required to state to 
them in a Report of the Auditors and for no other 
purpose. To the fullest extent permitted by law, we do 
not accept or assume responsibility to anyone other 
than the company and the company’s members as 
a body, for our audit work, for this report, or for the 
opinions we have formed. 

Respective	responsibilities	of	directors		
and	auditors	
As explained more fully in the statement of directors’ 
responsibilities set out on pages 13 and 14, the 
directors are responsible for the preparation of the 
financial statements and for being satisfied that they 
give a true and fair view. Our responsibility is to audit 
and express an opinion on the financial statements 
in accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing 
Practices Board’s Ethical Standards for Auditors. 

Scope	of	the	audit	of	the	financial	statements	
An audit involves obtaining evidence about the 
amounts and disclosures in the financial statements 
sufficient to give reasonable assurance that 
the financial statements are free from material 
misstatement, whether caused by fraud or error.   
This includes an assessment of; whether the 
accounting policies are appropriate to the group’s and 
the parent company’s circumstances and have been 
consistently applied and adequately disclosed; the 
reasonableness of significant accounting estimates 
made by the directors; and the overall presentation of 
the financial statements.  In addition, we read all the 
financial and non-financial information in the Group 
Strategic Report and the Report of the Directors to 
identify material inconsistencies with the audited 
financial statements and to identify any information 
that is apparently materially incorrect based on, or 
materially inconsistent with, the knowledge acquired 
by us in the course of performing the audit.  If we 
become aware of any apparent material misstatements 
or inconsistencies we consider the implications for  
our report.

Opinion	on	financial	statements
In our opinion:
• 

the financial statements give a true and fair view of 
the group’s and of the parent company’s affairs as 
at 31st December 2014 and of the group’s profit 
and the parent company’s profit for the year then 
ended;
the group financial statements have been properly 
prepared in accordance with IFRSs as adopted by 
the European Union;
the parent company financial statements have 
been properly prepared in accordance with 
United Kingdom Generally Accepted Accounting 
Practice; and
the financial statements have been prepared 
in accordance with the requirements of the 
Companies Act 2006; and, as regards the  
group financial statements, Article 4 of the  
IAS Regulation.

• 

• 

• 

17

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Independent auditors’ report continued

Opinion	on	other	matters	prescribed	by	the	
Companies	Act	2006
In our opinion:
• the information given in the Group Strategic Report 
and the Report of the Directors for the financial year 
for which the financial statements are prepared is 
consistent with the financial statements.

Matters	on	which	we	are	required		
to	report	by	exception	

We have nothing to report in respect of the following: 

Under the Companies Act 2006 we are required 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.

Other	matters
The company voluntarily prepares a directors’ 
remuneration report in accordance with the provisions 
of the Companies Act 2006. The directors have 
requested that we audit the part of the directors 
remuneration report specified by the Companies Act 
2006 to be audited as if the company were a listed 
company. In our opinion the part of the directors 
remuneration report to be audited has been  
properly prepared in accordance with the  
Companies Act 2006. 

Mark	Templeton	BSc	FCA  
(Senior Statutory Auditor),
for and on behalf of Kirk	Newsholme,
Chartered Accountants and Statutory Auditors,
4315 Park Approach,
Thorpe Park,
Leeds,
LS15 8GB.

20th April 2015

18

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Consolidated income statement  
for the year ended 31st December 2014

Revenue 

Changes in inventories of finished goods and work in progress 
Raw materials and consumables used 
Employee benefits costs 
Depreciation expense 
Other expenses 

Profit	from	operations 

Profit on disposal of tangible fixed assets 
Finance costs 
Finance income 

Profit	before	tax 

Tax expense 

Profit	for	the	year 

Profit	attributable	to: 
Owners of the parent 
Non-controlling interests 

Note 

2014 
£  

2013
£ 

6 

2 

4 
4 

5 

24,291,700	 

22,953,805 

161,071  
(13,535,766) 
(5,309,357) 
(564,244) 
(3,807,604) 

311,144 
(12,942,829)
(5,021,454)
(520,945)
(3,704,402)

1,235,800	 

1,075,319 

2,796	 
(115,291) 
2,164	 

32,551 
(100,967)
3,330 

1,125,469 

1,010,233 

(343,340) 

(258,167)

782,129 

752,066 

864,011  
(81,882) 

752,066 
- 

782,129		

752,066 

Basic	and	diluted	earnings	per	share	

18	

54.31p		

52.23p	

Consolidated statement of comprehensive income 
for the year ended 31st December 2014

Note 

2014 
£  

2013 
£ 

Profit for the year 

782,129		 

752,066 

Items	that	will	not	be	reclassified	subsequently	to	profit	or	loss 
Net remeasurement gain on post employment benefits 
Items	that	may	be	reclassified	subsequently	to	profit	or	loss 
Foreign exchange gains/(losses) on re-translation of overseas operations 
Other comprehensive income for the year 
Total	comprehensive	income	for	the	year 

19.11 

Total	comprehensive	income	attributable	to: 
Owners of the parent 
Non-controlling interests 

44,000  

31,000  

10,819	 
54,819	 
836,948		 

(199,729)
(168,729)
583,337  

918,830	 
(81,882) -
836,948 

583,337 

583,337

The foreign currency movements arise on the re-translation of overseas subsidiaries’ opening balance sheets  
at closing rates.

19

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated balance sheet  
at 31st December 2014

Assets 
Non-current	assets 
Property, plant and equipment 
Goodwill 
Financial assets 
Total non-current assets 

Current	assets 
Inventories 
Trade and other receivables 
Financial assets 
Cash and cash equivalents 
Total current assets 
Total	assets 

Liabilities	
Current	liabilities 
Bank overdraft 
Trade and other payables 
Other financial liabilities 
Corporation tax liability 
Total current liabilities 

Non-current	liabilities 
Financial liabilities 
Deferred income tax liability 
Total non-current liabilities 
Total	liabilities 
Total	net	assets 

Note 

2014		
£		

2014  
£	 

2013 
£  

2013 
£ 

7 

9 

10 
11 
9 

12 
13 

4,056,506	 
12,270	 
101,853  

4,888,183  
4,911,108  
98,147	 
1,357,769  

1,505,988  
3,752,594  
1,323,095  
187,054  

3,119,378  
12,270  
-  

4,170,629	 

3,131,648 

4,819,200  
3,948,734  
-  
567,226  

11,255,207	 
15,425,836	 

9,335,160 
12,466,808 

490,944  
3,146,004  
828,414  
43,494  

6,768,731	 

4,508,856 

14 
15 

1,111,045	 
191,623	 

1,170,923  
116,000  

1,302,668	 
8,071,399	 
7,354,437	 

Capital	and	reserves	attributable	to	equity	holders	of	the	parent	company 

16 

Share capital 
Capital reserve 
Foreign exchange reserve 
Retained earnings 
Total	equity	attributable	to	the	shareholders	of	the	parent 
Non-controlling interests	
Total	equity	

360,000	 
257,319	 
88,241  
6,730,759  
7,436,319		
(81,882)	
7,354,437		

1,286,923 
5,795,779 
6,671,029 

360,000 
77,319 
77,422 
6,156,288 
6,671,029 
-	
6,671,029 

The financial statements on pages 19 to 51 were approved and authorised for issue by the board of directors 
on 20th April 2015 and were signed on its behalf by:

O.	N.	A.	Braime, Director

M.	L.	Mills, Director

Company	Registration	Number	488001

20

The notes on pages 23 to 51 form part of these financial statements

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
  
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
Consolidated cash flow statement  
for the year ended 31st December 2014

Operating	activities 
Net profit 
Adjustments for: 
Depreciation 
Grants amortised 
Non-cash operating charges 
Foreign exchange gains/(losses) 
Finance income 
Finance expense 
Gain on sale of land and buildings,  
plant, machinery and motor vehicles 
Adjustment in respect of  
defined benefits scheme 
Income tax expense 

Operating	profit	before	changes
in	working	capital	and	provisions 

Cash	generated	from	operations 

Income taxes paid 

Investing	activities 
Purchases of property, plant,  
machinery and motor vehicles 
Sale of land and buildings, plant,  
machinery and motor vehicles 
Interest received 

Financing	activities 
Proceeds from long term borrowings 
Loan financing provided 
Repayment of borrowings 
Repayment of hire purchase creditors 
Interest paid 
Dividends paid 

Note 

2014  
£	 

2014   
£	  

2013  
£  

782,129	 

2013 
£ 

752,066 

7 

4 
4 

5 

564,244	 
(1,656) 
-	 
15,279	 
(2,164) 
115,291  

(2,796) 

46,000	 
343,340	 

520,945  
(1,656) 
56,000  
(186,189) 
(3,330) 
100,967  

(32,551) 

34,000  
258,167  

(718,157) 
 (431,897) 
590,038  

746,353 

1,498,419 

(560,016)
938,403 

(109,535)

1,077,538	 

1,859,667  

1,048	 
1,860,715	 

(41,685) 

(1,368,985) 

(2,205,287) 

14,540	 
164	 

200,000	 
(200,000) 
(272,688) 
(170,231) 
(115,291) 
(131,040) 

32,551  
330  

(1,354,281) 

(2,172,406)

1,081,989  
-  
(141,574) 
(241,099) 
(100,967) 
(112,320) 

Increase in trade and other receivables 
Increase in inventories 
Increase in trade and other payables 

(1,044,846) 
	(68,983) 
1,114,877	 

Decrease in cash and cash equivalents 
Cash and cash equivalents,  
beginning of period 
Cash	and	cash	equivalents,		
end	of	period 

21 

(689,250) 
(224,501) 

76,282	 

(148,219) 

486,029 
(857,509)

933,791 

76,282 

The notes on pages 23 to 51 form part of these financial statements

21

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated statement of changes in equity  
for the year ended 31st December 2014

 Note 

Share  
Capital 
£  

Foreign 
Capital   Exchange  Retained 
Earnings 
Reserve  Reserve 
£  
£  

£  

Non- 
  Controlling 
Interests 
£ 

Total 
£  

Total
Equity
£

Balance at 1st January 2013 

360,000  

77,319   277,151  5,485,542   6,200,012	

-	 6,200,012	

Comprehensive	income 
Profit 

Other	comprehensive	income 
Net remeasurement gain 
recognised directly in equity 
Foreign exchange losses on 
re-translation of overseas operations 
Total other comprehensive income 
Total comprehensive income 

Transactions	with	owners	
Dividends 
Total transactions with owners 

19 

18 

-  

-  

-  
-  
-  

-  
-  

-  

-  

-  

752,066  

752,066 

- 

752,066

-  

31,000 

31,000 

-   (199,729) 
-   (199,729) 
-   (199,729) 

-  
31,000  
783,066 

(199,729) 
(168,729) 
583,337 

-  
-  

-  
-  

(112,320) 
(112,320) 

(112,320) 
(112,320) 

- 

- 
- 
- 

- 
- 

31,000

(199,729)
(168,729)
583,337

(112,320)
(112,320)

Balance at 1st January 2014 

360,000		

77,319		 77,422		 6,156,288		 6,671,029	

-	 6,671,029

Comprehensive	income 
Profit 

Other	comprehensive	income 
Net remeasurement gain 
recognised directly in equity 
Foreign exchange losses on 
re-translation of overseas operations 
Total other comprehensive income 
Total comprehensive income 

Transactions	with	owners	
Dividends 
Cancellation of Preference shares 
Total transactions with owners 

19 

18 

-		

-		

-		
-		
-		

-		

-		

-		 864,011	

864,011	

(81,882)	 782,129 

-		

44,000	

44,000	

-	

44,000

-		 10,819	
-		 10,819	
-		 10,819	

-		
44,000	
908,011	

10,819	
54,819	
918,830	

-	
-	

10,819
54,819 
(81,882)	 836,948

-	
-		
-	
180,000	
-		 180,000		

-		
-	
-		

(131,040)	 (131,040)	
(202,500)	
(22,500)	
(333,540)	 (153,540)	

-	
-	
-	

(131,040)
(22,500)
(153,540)

Balance at 31st December 2014 

360,000		 257,319		 88,241	 6,730,759	 7,436,319	

(81,882)	7,354,437

The capital reserve arose on the listing of the company’s shares on the London Stock Exchange. The movement on the capital reserve 
during the year relates to the cancellation of the 180,000 5% Cumulative Preference shares at a redemption price of £1.125 per share.   
The foreign exchange reserve relates to the differences arising on the re-translation of overseas subsidiaries consolidate within the  
group financial statements. The retained earnings reserve includes the cumulated profit and losses of the group.

There was no movement in the share capital of the company.

In respect of the adjustment for non-controlling interests, £39,193 relates to prior periods.

22

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts

1.		 ACCOUNTING	POLICIES
1.1		 General	company	information
T.F. & J.H. Braime (Holdings) P.L.C. (‘the company’) 
and its subsidiaries (together ‘the group’) manufacture 
metal presswork and handle the distribution of bulk 
material handling components through trading from 
locations in Australia, England, France, South Africa, 
Thailand and the United States.

The company is incorporated and domiciled in the 
UK.  The company’s registered number is 488001.  
The address of its registered office is Hunslet Road, 
Leeds, LS10 1JZ.

The company is a public limited company and has 
its primary listing on the AIM division of the London 
Stock Exchange.

The group consolidated financial statements were 
authorised for issue by the board on 9th April 2015.

1.2		 Basis	of	preparation
The principal accounting policies adopted in the 
preparation of the consolidated financial statements 
are set out below.  The policies have been consistently 
applied to all the years presented, unless otherwise 
stated.  

These consolidated financial statements have 
been prepared in accordance with International 
Financial Reporting Standards as adopted by the 
European Union (IFRSs as adopted by the EU), 
IFRIC interpretations and the Companies Act 2006 
applicable to companies reporting under IFRS.  The 
consolidated financial statements have been prepared 
under the historical cost convention.

The preparation of financial statements in conformity 
with IFRS requires the use of certain critical 
accounting estimates.  The areas involving a higher 
degree of judgement or complexity, or areas where 
assumptions and estimates are significant to the 
consolidated financial statements are disclosed in 
paragraph 1.3 below entitled critical accounting 
estimates and assumptions.

The company has elected to prepare its parent 
company financial statements in accordance with UK 
GAAP; these are presented on pages 52 to 57.

1.3	 Critical	accounting	estimates	and	
assumptions
Estimates and judgements are continually evaluated 
and are based on historical experience and other 
factors, including expectations of future events 
that are believed to be reasonable under the 
circumstances. 

The group makes estimates and assumptions 
concerning the future.  The resulting accounting 
estimates will, by definition seldom equal the actual 
results.  The estimates and assumptions that have a 
significant risk of causing a material adjustment to the 
carrying amounts of assets and liabilities within the 
next financial year are discussed below:

Retirement benefit obligations
The group operates a defined benefit arrangement 
(note 19).  Asset valuations are based on the fair 
value of the assets.  The valuations of the liabilities 
of the scheme are based on statistical and actuarial 
calculations, using various assumptions including 
discount rates, future salary and pension increases, 
life expectancy of scheme members and cash 
commutations.  The actuarial assumptions may differ 
materially from actual experience due to changes 
in economic and market conditions, variations in 
actual mortality, higher or lower cash withdrawal 
rates and other changes in factors assessed.  Any of 
these differences could impact the assets or liabilities 
recognised in the balance sheet in future periods.

Inventory
Inventories are stated at the lower of cost and net 
realisable value.  The assessment of net realisable 
value requires forecasts of future demand and the 
selling prices of inventory. 

23

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Notes to the accounts continued

1.4	 Changes	to	accounting	policy		
and	disclosure

(a)  New and amended standards adopted by  

the group.

The application of these standards and interpretations 
is not expected to have a material impact on the 
group’s reported financial performance or position.  
However, they may give rise to additional disclosures 
being made in the financial statements.

The group has adopted the following new and 
amended IFRS’s as of 1st January 2014.

1.5	 Revenue

Revenue arises solely from sale of goods net  
of local taxes.

Revenue is recognised when the risks and rewards  
of owning the goods have passed to the customer, 
which is generally on delivery.

• 

• 

• 

• 

• 

• 

IFRS 10, ‘Consolidated financial statements’; 
effective on or after 1st January 2014. 
IFRS 11, ‘Joint arrangements’; effective on or after 
1st January 2014. 
IFRS 12, ‘Disclosure of interests in other entities’; 
effective on or after 1st January 2014.
IAS 27, ‘Separate financial statements’; effective 
on or after 1st January 2014. 
IAS 28, ‘Investments in associates and joint 
ventures’; effective on or after 1st January 2014. 
IAS 32, ‘Offsetting financial assets and financial 
liabilities’; effective on or after 1st January 2014. 

•  Amendments to IFRS’s 10 and 12 and IAS 27 
‘Investment entities’; effective on or after  
1st January 2014. 

The impact of these new and amended IFRS’s has not 
had a material impact on these financial statements.

(b)  New standards, amendments and interpretations 
issued but not effective for the financial year 
beginning 1st January 2014 and not early 
adopted.

• 

• 

IFRS 9, ‘Financial instruments’; the effective date is 
yet to be set. 
IFRS 14, ‘Regulatory deferral accounts’; effective 
on or after 1st January 2016. 
IAS 19, ‘Defined benefit plans: Employee 
contributions’; effective on or after 1st July 2014.
•  Annual improvements 2010 – 2012 cycle IFRS2, 
IFRS3, IFRS8, IFRS13, IAS16, IAS38 and IAS24; 
effective on or after 1st July 2014.

• 

•  Annual improvements 2011 – 2013 cycle IFRS1, 

• 

IFRS3, IFRS13 and IAS40.
IFRS 15, ‘Revenue from contracts with customers’; 
effective on or after 1st January 2017.

24

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Notes to the accounts continued

1.6	 Basis	of	consolidation

Subsidiaries are all entities over which the group 
has the power to govern the financial and operating 
policies generally accompanying a shareholding 
of more than one half of the voting rights. The 
existence and effect of potential voting rights that are 
substantive are considered when assessing whether 
the group control another entity. Subsidiaries are 
fully consolidated from the date on which control is 
transferred to the group. They are de-consolidated 
from the date that control ceases. The consolidated 
financial statements of T.F. & J.H. Braime (Holdings) 
P.L.C. incorporate the financial statements of the 
parent company as well as those entities controlled by 
the group by full consolidation.

The group uses the acquisition method of accounting 
to account for business combinations. The 
consideration transferred for the acquisition of a 
subsidiary is the fair values of the assets transferred, 
the liabilities incurred and the equity interests issued 
by the group. The consideration transferred includes 
the fair value of any asset or liability resulting from a 
contingent consideration arrangement. Acquisition 
related costs are expensed as incurred. Identifiable 
assets acquired and liabilities and contingent liabilities 
assumed in a business combination are measured 
initially at their fair values at the acquisition date. 
On an acquisition-by-acquisition basis, the group 
recognises any non-controlling interest in the acquiree 
either at fair value or at the non-controlling interest’s 
proportionate share of the acquiree’s net assets.

The excess of the consideration transferred, the 
amount of any non-controlling interest in the acquiree 
and the acquisition date fair value of any previous 
equity interest in the acquireee over the fair value 
of the group’s share of the identifiable net assets 
acquired is recorded as goodwill. If this is less than the 
fair value of the net assets of the subsidiary acquired 
in the case of a bargain purchase, the difference is 
recognised directly in profit or loss.

Inter-company transactions, balances and unrealised 
gains on transactions between group companies are 
eliminated. Unrealised losses are also eliminated. 

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 the 
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 
minority’s share of changes in equity since the date of 
the combination. Where losses are accumulated, all 
earnings and losses of the subsidiaries are attributed 
to the parent and the non-controlling interest in 
proportion to their ownership.

1.7	 Foreign	currency

T.F. & J.H. Braime (Holdings) P.L.C. consolidated 
financial statements are presented in sterling (£), 
which is also the functional currency of the parent 
company.

In the separate financial statements of the 
consolidated entities, foreign currency transactions 
are translated into the functional currency of the 
individual entity using the month end exchange 
rates as an approximation to that prevailing at the 
dates of the transactions (spot exchange rate). 
Foreign exchange gains and losses resulting from 
the settlement of such transactions and from the 
translation of monetary assets and liabilities at year-
end exchange rates are recognised in the income 
statement under ‘other income’ or ‘other expenses’, 
respectively.

In the consolidated financial statements, all separate 
financial statements of subsidiaries originally 
presented in a currency different from the group’s 
presentation currency, have been converted into 
sterling. Assets and liabilities have been translated 
into sterling at the closing rate at the balance sheet 
date. Income and expenses have been converted into 
the group’s presentation currency using the exchange 
rates prevailing at the dates of the transactions. Any 
differences arising from this procedure have been 
charged/(credited) to the currency translation reserve 
in equity.

25

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Notes to the accounts continued

1.8	 Financial	assets

The group considers that its financial assets comprise 
loans and receivables only. These assets are non-
derivative financial assets with fixed or determinable 
payments, not quoted in an active market. They 
arise principally through the provision of goods 
and services to customers (trade debtors) but also 
incorporate other types of contractual monetary asset.  
They are carried at cost less provision for impairment.

Impairment provisions are recognised when there 
is objective evidence (such as significant financial 
difficulties on the part of the counterparty or default 
or significant delay in payment) that the group will 
be unable to collect all of the amounts due under 
the terms receivable, the amount of such a provision 
being the difference between the net carrying amount 
and the present value of the future expected cash 
flows associated with the impaired receivable. For 
trade receivables, which are reported net, such 
provisions are recorded in a separate allowance 
account with the loss being recognised within 
administrative expenses in the income statement.  
On confirmation that the trade receivable will not be 
collectable, the gross carrying value of the asset is 
written off against the associated provision.

Financial assets are recognised when the group 
enters into a contractual agreement with a third 
party through an instrument.  All interest received 
is recognised as finance income in the income 
statement.

1.9	 Financial	liabilities

The group’s financial liabilities include bank loans  
and overdrafts, other loans, trade and other payables, 
finance leasing liabilities and forward currency 
contracts.  They are included in balance sheet line 
items ‘bank overdraft’, ‘trade and other payables’,  
‘long-term financial liabilities’ and ‘other financial 
liabilities’.

Financial liabilities are recognised when the group 
becomes a party to the contractual agreements 
of the instrument.  All interest related charges are 
recognised as an expense in ‘finance cost’ in the 
income statement.

Bank loans are raised for support of long term funding 
of the group’s operations.  They are recognised 
at fair value, net of direct issue costs.  Finance 
charges, including premiums payable on settlement 
or redemption and direct issue costs, are charged 
to the income statement using the effective interest 
method and are added to the carrying amount of the 
instrument to the extent that they are not settled in 
the period in which they arise.

Forward currency contracts are held at fair value 
and are used to hedge exchange risk arising on 
foreign currency transactions denominated in a 
currency other than the transacting entities’ functional 
currency.  No adjustment is made for the fair value of 
forward currency contracts where such adjustment 
is clearly not material to the results presented in the 
financial statements (note 17).

Trade payables are recognised initially at their fair 
value and subsequently measured at amortised cost 
less settlement payments.

1.10	 Cash	and	cash	equivalents

Cash and cash equivalents include cash at bank and 
in hand as well as short term highly liquid investments 
such as money market instruments and bank deposits.  
For the purposes of the cash flow statement cash and 
cash equivalents include bank overdrafts.

1.11	 Borrowing	costs

All borrowing costs are expensed as incurred.

1.12	 Pension	obligations	and	short	term	
employee	benefits

Pensions to employees are provided through a 
defined benefit plan as well as a defined  
contribution plan.

A defined benefit plan is a pension plan that defines 
an amount of pension benefit that an employee will 
receive on retirement, usually dependent on one or 
more factors such as age, years of service and salary.  
The legal obligation for any benefits from this kind of 
pension plan remains with the group, even if the plan 
assets for funding the defined benefit plan have been 
acquired.  Plan assets may include assets specifically 
designated to a long term benefit fund as well as 
qualifying insurance policies.

26

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Notes to the accounts continued

A defined contribution plan is a pension plan under 
which the group pays fixed contributions into an 
independent entity. The group has no legal or 
constructive obligations to pay further contributions 
after payment of the fixed contribution.

The asset or liability recognised in the balance sheet 
for defined benefit pension plans is the present value 
of the defined benefit obligation (DBO) at the balance 
sheet date less the fair value of plan assets, together 
with adjustments for past service costs. The DBO is 
calculated annually by independent actuaries using 
the projected unit credit method. The present value of 
the DBO is determined by discounting the estimated 
future cash outflows using interest rates of high 
quality corporate bonds that are denominated in the 
currency in which the benefits will be paid and that 
have terms to maturity approximating to the terms of 
the related pension liability.

Remeasurement gains and losses are recognised 
immediately and in full in the statement of 
comprehensive income. Past service costs are 
recognised immediately in the consolidated income 
statement, unless the changes to the pension plan are 
conditional on the employees remaining in service 
for a specified period of time (the vesting period). In 
this case, the past service costs are amortised on a 
straight-line basis over the vesting period.

The contribution recognised in respect of defined 
contribution plans are expensed as they fall 
due. Liabilities and assets may be recognised if 
underpayment or prepayment has occurred and are 
included in current liabilities or current assets as they 
are normally of a short-term nature.

Short-term employee benefits are recognised for 
the number of paid leave days (usually holiday 
entitlement) remaining at the balance sheet date. They 
are included in current pension and other employee 
obligations at the undiscounted amount that the group 
expects to pay as a result of the unused entitlement.

If the group will not benefit from a scheme surplus in 
the form of refunds from the plan or reduced future 
contributions, no asset resulting from the above policy 
is recognised.

1.13	 Leased	assets

Where substantially all of the risks and rewards 
incidental to ownership of a leased asset have been 
transferred to the group (a ‘finance lease’), the asset 
is treated as if it had been purchased outright. The 
amount initially recognised as an asset is the present 
value of the minimum lease payments payable over 
the term of the lease. The corresponding lease 
commitment is shown as a liability. Lease payments 
are analysed between capital and interest. The 
interest element is charged to the consolidated 
income statement over the period of the lease and is 
calculated so that it represents a constant proportion 
of the lease liability. The capital element reduces the 
balance owed to the lessor.

Where substantially all of the risks and rewards 
incidental to ownership are retained by the lessor 
(an ‘operating lease’), the total rentals payable under 
the lease are charged to the income statement on a 
straight-line basis over the lease term.

The land and buildings elements of property leases 
are considered separately for the purposes of lease 
classification.

1.14	 Impairment	of	non-financial	assets

The group’s property, plant and equipment are 
subject to impairment testing.

For the purposes of assessing impairment, assets 
are grouped at the lowest levels for which assets are 
tested individually for impairment and some are tested 
at cash-generating unit level.

Individual assets or cash-generating units with an 
indefinite useful life or those not yet available for 
use are tested for impairment at least annually. All 
individual assets or cash-generating units are tested 
for impairment whenever events or changes in 
circumstances indicate that the carrying amount  
may not be recoverable.

An impairment loss is recognised for the amount 
by which the asset’s or cash-generating unit’s 
carrying amount exceeds its recoverable amount. 
The recoverable amount is the higher of fair value, 
reflecting market conditions less costs to sell and 

27

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Notes to the accounts continued

as well as other income tax credits to the group are 
assessed for recognition as deferred tax assets. 

Deferred tax liabilities are always provided for in 
full. Deferred tax assets are recognised to the extent 
that it is probable that they will be able to be offset 
against future taxable income. Deferred tax assets 
and liabilities are calculated, without discounting, at 
tax rates that are expected to apply to their respective 
period of realisation, provided they are enacted or 
substantively enacted at the balance sheet date.

Most changes in deferred tax assets or liabilities are 
recognised as components of tax expense in the 
income statement. Only changes in deferred tax 
assets or liabilities that relate to a change in value of 
assets or liabilities that are charged or credited directly 
to equity are charged or credited directly to equity.

1.17	 Dividends

Equity dividends are recognised when they become 
legally payable. In the case of dividends to equity 
shareholders, they are recognised when paid. 

In the case of final dividends, this is when approved 
by the shareholders at the Annual General Meeting.

Dividends on the 5% Cumulative Preference shares 
are treated as finance costs and are recognised on an 
accruals basis.

value in use, based on an internal discounted cash 
flow evaluation. Impairment losses are charged pro-
rata to the assets in the cash-generating unit. All 
assets are subsequently re-assessed for indications 
that an impairment loss previously recognised may no 
longer exist.

1.15	 Research	and	development

Costs associated with research activities are expensed 
in the consolidated income statement as they occur. 
Costs that are directly attributable to the development 
phase of new products are recognised as intangible 
assets provided they meet the following recognition 
requirements:

•  Demonstration of technical feasibility of the 
prospective product for internal use or sale.
•  The intangible asset will generate probable 

economic benefits through internal use or sale.
•  Sufficient technical, financial and other resources 

are available for completion.

•  The costs to be capitalised as an intangible asset 

can be reliably measured.

1.16	 Income	taxes

Current income tax assets and/or liabilities comprise 
those obligations to, or claims from, fiscal authorities 
relating to the current or prior reporting period, 
that are unpaid at the balance sheet date. They are 
calculated according to the tax rates and tax laws 
applicable to the fiscal periods to which they relate, 
based on the taxable profit for the year. All changes 
to current tax assets or liabilities are recognised as a 
component of tax expense in the consolidated income 
statement.

Deferred income taxes are calculated using the liability 
method on temporary differences. This involves the 
comparison of the carrying amounts of assets and 
liabilities in the consolidated financial statements 
with their respective tax bases. This applies also 
to temporary differences associated with shares in 
subsidiaries if reversal of these temporary differences 
can be controlled by the group and it is probable that 
reversal will not occur in the foreseeable future. In 
addition, tax losses available to be carried forward 

28

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Notes to the accounts continued

1.18	 Property,	plant	and	equipment

Property, plant and equipment (other than freehold 
land) are carried at acquisition cost less subsequent 
depreciation and impairment losses. No depreciation 
has been charged in respect of certain land and 
buildings as the directors have assessed that those 
assets have residual values equal to or greater than 
current carrying values.

The useful lives of property, plant and equipment can 
be summarised as follows:

1.21	 Other	provisions,	contingent	liabilities		
and	contingent	assets

Other provisions are recognised when present 
obligations will probably lead to an outflow of 
economic resources from the group and they can 
be estimated reliably. Restructuring provisions are 
recognised only if a detailed formal plan for the 
restructuring has been developed and implemented, 
or management has at least announced the plan’s 
main features to those affected by it. Provisions are 
not recognised for future operating losses.

•  Land and buildings – 50 years
•  Plant, machinery and motor vehicles – 

4 - 5 years on a straight line basis

1.19	 Inventories

Inventories comprise raw materials, supplies and 
purchased goods. Cost includes all expenses directly 
attributable to the manufacturing process as well as 
suitable portions of related production overheads, 
based on normal operating capacity. Financing costs 
are not taken into consideration. At the balance 
sheet date, inventories are carried at the lower of 
cost and net realisable value. Net realisable value is 
the estimated selling price in the ordinary course of 
business less any applicable selling expenses.

1.20	 Government	grants

Government grants received on capital expenditure 
are generally deducted in arriving at the carrying 
amount of the asset purchased. Grants for revenue 
expenditure are netted against the cost incurred by 
the group.

Where retention of a government grant is dependent 
on the group satisfying certain criteria, it is initially 
recognised as deferred income. When the criteria 
for retention has been satisfied, the deferred income 
balance is released to the consolidated income 
statement or netted against the asset purchased as 
appropriate.

Provisions are measured at the estimated expenditure 
required to settle the present obligation, based on the 
most reliable evidence available at the balance sheet 
date, including the risks and uncertainties associated 
with the present obligation. Any reimbursement 
expected to be received in the course of settlement of 
the present obligation is recognised, if virtually certain 
as a separate asset, not exceeding the amount of the 
related provision. Where there are a number of similar 
obligations, the likelihood that an outflow will be 
required in settlement is determined by considering 
the class of obligations as a whole. In addition, long 
term provisions are discounted to their present values, 
where time value of money is material.

All provisions are reviewed at each balance sheet date 
and adjusted to reflect the current best estimate.

In those cases where the possible outflow of 
economic resource as a result of present obligations is 
considered improbable or remote, or the amount to be 
provided for cannot be measured reliably, no liability 
is recognised in the consolidated balance sheet. These 
contingent liabilities are recognised in the course 
of the allocation of purchase price to the assets and 
liabilities acquired in the business combination. They 
are subsequently measured at the higher amount of 
a comparable provision as described above and the 
amount initially recognised, less any amortisation.

Probable inflows of economic benefits to the group 
that do not yet meet the recognition criteria of an 
asset are considered contingent assets.

29

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
  
Notes to the accounts continued

2.		 PROFIT	FROM	OPERATIONS

This has been arrived at after charging/(crediting):
Depreciation 
Foreign exchange differences 
Research and development costs 
Write-down of inventory to net realisable value 
Fees payable to the company’s auditor:  
• for the audit of the company’s annual accounts 
• the audit of the company’s subsidiaries, pursuant to legislation 
• other services pursuant to legislation 
Profit on disposal of fixed assets 
Operating lease payments 

Note 

7 

2014  
£	 

564,244  
16,655	 
138,752	 
253,081  

5,000	 
27,000  
3,000  
(2,796) 
121,343	 

2013
£ 

520,945 
(45,322)
191,200 
152,362 

5,000 
26,000 
3,000 
(32,551)
39,280 

30

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

3.	

SEGMENTAL	INFORMATION	

Segmental information is presented in respect of the group’s business segments, which are based on the 
group’s management and internal reporting structure as at 31st December 2014.  

The chief operating decision-maker has been identified as the board of directors (‘the board’). The board 
reviews the group’s internal reporting in order to assess performance and allocate resources. Management 
has determined the operating segments based on these reports and on the internal reporting structure.

The board assesses performance based on a measure of earnings before tax. Other information provided 
to the board is measured in a manner consistent with that in the financial statements. Total segment assets 
exclude assets and liabilities that are managed on a central basis.  These balances are part of the reconciliation 
to the total balance sheet assets and liabilities. Inter-segment pricing is determined on an arms-length basis.

The group comprises the following segments: the manufacture of metal presswork and the distribution of  
bulk material handling components.

Central		 Manufacturing		 Distribution		
2014		
£		

2014		
£		

2014		
£		

Total	
2014	
£	

Revenue	
External	
Inter company	
Total	

Profit	
EBITDA	
Finance costs		
Finance income	
Depreciation	
Tax expense	
(Loss)/profit	for	the	period	

Assets	
Total assets	
Additions to non current assets	
Liabilities	
Total liabilities	

-		
113,568		
113,568		

3,621,626		
2,761,536		
6,383,162		

20,670,074		
3,743,664		
24,413,738		

24,291,700	
6,618,768	
30,910,468	

(5,777)	
(27,820)	
-		
(6,300)	
(78,099)	
(117,996)	

219,116		
(46,387)	
2,000		
(287,663)	
(34,335)	
(147,269)	

1,589,501		
(41,084)	
164		
(270,281)	
(230,906)	
1,047,394		

1,802,840	
(115,291)
2,164	
(564,244)
(343,340)
782,129	

1,323,858		
-		

4,033,070		
1,118,171		

10,068,908		
399,405		

15,425,836	
1,517,576	

520,316		

2,868,453		

4,682,630		

8,071,399	

31

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Notes to the accounts continued

Revenue 
External 
Inter company 
Total 

Profit 
EBITDA 
Gain on sale of tangible fixed assets 
Finance costs  
Finance income 
Depreciation 
Tax expense 
(Loss)/profit	for	the	period 

Assets 
Total assets 
Additions to non current assets 
Liabilities 
Total liabilities 

Central  
2013  
£  

-  
74,866  
74,866  

(40,251) 
-  
(24,848) 
201  
(3,675) 
(15,690) 
(84,263) 

Manufacturing  
2013  
£  

Distribution  
2013 
£  

Total 
2013 
£ 

3,010,216  
2,976,179  
5,986,395  

19,943,589  
3,422,562  
23,366,151  

22,953,805 
6,473,607 
29,427,412 

387,263  
20,239  
(40,703) 
3,000  
(343,184) 
250,339  
276,954  

1,249,252  
12,312  
(35,416) 
129  
(174,086) 
(492,816) 
559,375  

1,596,264 
32,551 
(100,967)
3,330 
(520,945)
(258,167)
752,066 

1,283,313  
1,274,526  

2,329,357  
441,571  

8,854,138  
489,190  

12,466,808 
2,205,287 

395,378  

1,541,182  

3,859,219  

5,795,779	

Geographical	analysis
The group is domiciled in the UK. Analysis of revenues from external customers by continent is provided below:

UK 
Europe 
Americas 
Africa 
Asia 
Australasia 

Revenue  
2014  
£,000		
6,261		
5,312		
9,485		
1,435		
806		
993		
24,292		

Non-current  
assets  
2014  
£,000  
2,341	 
71	 
1,621	 
30	 
45	 
63	 
4,171	 

Revenue  
2013  
£,000   
5,284  
6,219  
9,101  
1,364  
320  
666  
22,954  

Non-current 
assets 
2013 
£,000 
1,277 
60 
1,716 
42 
12 
24 
3,131 

There is one group customer which accounts for more than 10% of the group’s revenues.

32

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
 
 
 
 
 
 
Notes to the accounts continued

4.		

FINANCE	INCOME	AND	EXPENSE

Finance	expense 
Bank borrowings 
Hire purchase interest 
Preference share dividend 

Finance	income 
Bank interest received 
Other finance income 

Note 

19.6 

2014 
£  

87,913	 
18,666  
8,712  

164	 
2,000	 

2013
£ 

2014 
£  

2013 
£  

64,963  
27,004  
9,000  

115,291	 

100,967 

330  
3,000  

2,164	 
(113,127) 

3,330 
(97,637)

5.	

TAX	EXPENSE 

Current	tax	expense	
UK corporation tax	
UK tax expense on profits for the year 
Prior year adjustment	

Foreign corporation tax 	
Foreign tax expense on profits for the year	
Prior year adjustment	

Current	tax	charge	

Deferred tax – origination and 
reversal of timing differences	
Total	tax	charge	

15	

2014 
£  

2014 
£	 

2013 
£  

2013
£ 

13,932		
(30,515)	

306,325		
(22,025)	

43,494 	
3,485 	

(16,583)	

46,979 

137,289 	
(42,101)	

284,300		

267,717		

75,623		
343,340		

95,188 

142,167	

116,000 
258,167 

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation 
tax in the UK applied to profits for the year are as follows:

33

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
	
 
	
	
	
	
	
	
	
 
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Notes to the accounts continued

Profit	before	tax 
Expected tax charge based on the standard rate  
of corporation tax in the UK of 21.50% (2013 – 23.25%) 
Expenses not deductible for tax purposes 
Income not taxable 
Tax credits on research and development 
Capital allowances for the period in excess of depreciation 
Foreign tax 
Utilisation of tax losses 
Other differences 
Movement in short term timing differences 
Prior year adjustment 
Rate differences 

2014 
£  
1,125,469  

2013
£ 
1,010,233 

241,975	 
37,612  
(356) 
(24,803) 
(86,876) 
145,906	 
-	 
-  
7,843	 
(52,540) 
(1,044) 
267,717	 

234,845 
36,933 
(385)
(25,198)
(39,422)
(11,813)
(25,030)
9,065 
2,213 
(38,616)
(425)
142,167 

No deferred tax asset arising on tax losses, or deferred tax liability in respect of the pension provision has been 
recognised as their future realisation is relatively uncertain.  The amounts not recognised are estimated at 
£16,000 and £(10,000) respectively (2013 - £34,000 and £(2,000)) calculated at a rate of 20% (2013 – 20%).

6.		 EMPLOYEES
The average number of employees of the group during the year was made up as follows:

Office and management 
Manufacturing 

Staff costs (including directors) comprise: 
Wages and salaries 
Defined contribution pension cost 
Defined benefit pension cost 
Other long-term employee benefits 
Ex-gratia pensions 
Employer’s national insurance contributions and similar taxes 

Included in other expenses 

Directors’	remuneration: 
Emoluments of qualifying services 
Company pension contributions to money purchase schemes 

Note 

19.6 

2014 

No.  
78  
58	 
136	 

£  
4,641,335  
104,283  
116,000  
10,098  
15,287	 
514,646	 
5,401,649	 
(92,292) 
5,309,357	 

2013
No. 
69 
56 
125 

£ 
4,402,922 
84,021 
112,000 
6,230 
16,520 
486,477 
5,108,170 
(86,716)
5,021,454 

489,704	 
26,831	 
516,535	 

431,066 
21,669 
452,735 

34

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

6.		 EMPLOYEES	continued
The number of directors for whom retirement benefits are accruing under money purchase pension  
schemes amounts to 4 (2013 – 4) and under defined benefit pension schemes amounted to 1 (2013 – 1).   
Further details of directors remuneration are included in the remuneration report.

7.		 PROPERTY,	PLANT	AND	EQUIPMENT

At 31st December 2014 
Cost 
Accumulated depreciation 
Net book value 

At 31st December 2013 
Cost  
Accumulated depreciation 
Net book value 

Year ended 31st December 2014 
Opening net book value 
Additions 
Disposals 
Depreciation 
Exchange differences 
Closing net book value 

Year ended 31st December 2013 
Opening net book value 
Additions 
Disposals 
Depreciation 
Exchange differences 
Closing net book value 

Plant,	
	 machinery	
and	motor	
vehicles		
£		

Land	and		
buildings	
£		

Total	
£

2,058,146		
83,614		
1,974,532		

7,429,790		
5,347,816		
2,081,974		

9,487,936	
5,431,430	
4,056,506	

1,509,049  
78,209  
1,430,840  

6,517,110  
4,828,572  
1,688,538  

8,026,159 
4,906,781 
3,119,378 

1,430,840		
551,665		
-		
(6,300)	
(1,673)	
1,974,532		

1,688,538		
965,911		
(11,744)	
(557,944)	
(2,787)	
2,081,974		

3,119,378 
1,517,576 
(11,744)
(564,244)
(4,460)
4,056,506 

215,297  
1,274,526	 
(56,000) 
(3,675) 
692  
1,430,840  

1,289,278  
930,761  
-  
(517,270) 
(14,231) 
1,688,538  

1,504,575 
2,205,287 
(56,000)
(520,945)
(13,539)
3,119,378  

The net book value of tangible fixed assets includes an amount of £293,698 (2013 - £331,853) in respect of 
assets held under finance leases and hire purchase contracts.  The related depreciation charge on these assets 
for the year was £114,705 (2013 - £233,661).

The total cost of non-depreciable assets included in freehold land and buildings was £174,412 (2013 - £174,412).

35

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
  
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

8.		 SUBSIDIARIES

Subsidiary	

Principal	activity	

	 Proportion	of	shares	held	
2014	and	2013

Ordinary		 Preference	
Shares	

Shares		

i 

Registered in and operating  
from England: 
Braime Pressings Limited 

Manufacture of metal presswork 

100%  

100% 

Braime Elevator Components Limited 

Distribution of bulk material  
handling components 

ii  Registered in England and operating  

from the USA: 
4B Elevator Components Limited 

iii 

iv 

v 

Incorporated in and operating  
from France: 
Sarl S.E.T.E.M. 

Incorporated in and operating  
from Thailand: 
4B Asia Pacific Company Limited 

Incorporated in and operating  
from South Africa: 
4B Africa Elevator 
Components (Pty) Limited 

vi 

Incorporated in and operating  
from Australia: 
4B Australia Pty Limited 

Distribution of bulk material  
handling components 

Distribution of bulk material  
handling components 

Distribution of bulk material
handling components 

Distribution of bulk material
handling components 

Distribution of bulk material
handling components 

100%  

100%  

100%  

48%  

100%  

100%  

- 

- 

- 

- 

- 

-

While only 48% of the ordinary shares are held in 48 Asia Pacific Company Limited the company controls 89% 
of the voting rights. As a consequence no single investor directly controls the investee however, given the 
operational management that the company demonstrates, it has the ability to direct the relevant activities and 
the decision making process such that it has power over the investee.

9.		

FINANCIAL	ASSETS

Secured	loans	to	third	party 
Amount due on loans within one year 

Amount due on loans within one to two years 
Amount due on loans within two to five years 
Total amount due after more than one year 

2014 
£	 

98,147	 

49,977	 
51,876	 
101,853	 
200,000	 

2013 
£ 

-

- 
- 
- 
- 

36

The secured loans accrue interest at 4.00% and 3.25% above the Bank of England base rate. The loans are  
repaid quarterly and are due to be fully repaid by 2017.

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

10.		 INVENTORIES

Raw materials 
Work in progress 
Finished goods 
Goods in transit 

2014 
£	 
318,478  
39,694	 
4,418,383  
111,628  
4,888,183  

2013 
£ 
520,793 
31,541 
4,265,465 
1,401 
4,819,200 

During the twelve months ended 31st December 2014 the group recognised a charge of finished goods 
inventories of £253,081 (2013 – £152,362) to reflect the ageing of certain stock items.

11.		 TRADE	AND	OTHER	RECEIVABLES

Trade debtors  
Other debtors 
Prepayments 

2014	 
£	 
4,059,026  
347,077  
505,005	 
4,911,108  

2013
£ 
3,456,289 
252,039 
240,406 
3,948,734 

Where possible credit insurance is obtained and sales to customers kept within agreed credit limits.   
Experience over the last five years has shown that bad debts in any one year have not exceeded £10,000.

The risk in relation to credit risk is considered low and is supported by the low level of bad debts experienced, 
both pre and post credit insurance claims, by the group in any one year. There are no material bad debt provisions 
and no material past due balances.

12.		 TRADE	AND	OTHER	PAYABLES	–	CURRENT

Trade creditors 
Other taxes and social security costs 
Other creditors 
Accruals 

13.		 OTHER	FINANCIAL	LIABILITIES	–	CURRENT

Bank loans - secured 
Hire purchase 
Other creditors 

2014	 
£	 
2,767,704  
175,252  
135,470  
674,168  
3,752,594	 

2013 
£ 
2,195,408 
217,019 
185,457 
548,120 
3,146,004 

Note 

14  

2014 
£  
176,505  
92,978  
1,053,612  
1,323,095  

2013 
£ 
126,216 
156,873 
545,325 
828,414 

An analysis of the interest rate payable on financial liabilities and information about fair values is given in note 17.

Other creditors comprise of an invoice discounting facility which has been secured by a fixed and floating charge 
over certain assets of certain group companies. 

37

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

14.		 FINANCIAL	LIABILITIES	–	NON-CURRENT

Irredeemable Preference shares 
Bank loans – secured 
Hire purchase 
Government grants 

Note 

16 

2014 
£	 
-  
945,394	 
157,427	 
8,224	 
1,111,045  

2013
£ 
180,000 
865,871 
115,172 
9,880 
1,170,923 

Obligations under finance lease and hire purchase contracts comprise amounts payable as follows: 

In one year or less, or on demand 
In more than one year but not more than five years 

Obligations under bank loan agreements comprise amounts payable as follows:

Within one year 
One to two years 
Two to five years 
Over five years 

2014  
£	 
92,978  
157,427  
250,405	 

2014  
£  
176,505	 
174,579  
468,724	 
302,091  
1,121,899	 

2013
£ 
156,873 
115,172 
272,045 

2013 
£ 
126,216 
124,994 
368,633 
372,244 
992,087 

Terms and conditions of outstanding loans were as follows: 

US dollar bank loan 
US dollar unsecured bank loan   

US dollar term loan 

GBP term loan 

Interest	 
Rate  
%  
4.25%	fixed	 
3.00%	fixed  
2.25%	over
LIBOR 
2.50%	over
  Bank	of	England	 
base	rate 

Year	of	
maturity	 

2018  
2022  

2014 
£	 
157,579	 
43,535	 

2013 
£ 
185,092 
46,263 

2023  

720,785  

760,732 

2019 

200,000	 

- 

The 4.25% fixed US dollar bank loan is secured on specific plant and equipment held by 4B Elevator Components 
Limited.  The US dollar term loan and the GBP term loan form part of the group funding arrangements. These loans 
are secured by a fixed and floating charge over certain assets of certain group companies.

38

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued  

15.	 DEFERRED	INCOME	TAX	LIABILITY

Accelerated capital allowances in excess of depreciation 

Balance at 1st January 2014 
Charged to income statement during the year 
Balance at 31st December 2014 

Note 

2014 
£	 
191,623	 

2013
£ 
116,000 

	 Deferred	tax 
£  
116,000	 
75,623  
191,623	 

Deferred tax has been recognised at a rate of 40% on accelerated capital allowances in 4B Elevator Components 
Limited and 20% in respect of the company and Braime Pressings Limited.

16.		 SHARE	CAPITAL	

Authorised: 
480,000 Ordinary shares of 25p each 
1,200,000 ‘A’ Ordinary shares of 25p each   

Allotted,	called	up	and	fully	paid: 
480,000 Ordinary shares of 25p each 
960,000 ‘A’ Ordinary shares of 25p each 

2014  

£	 
120,000	 
300,000  
420,000	 

2013 

£ 
120,000 
300,000 
420,000 

120,000	 
240,000	 
360,000	 

120,000 
240,000 
360,000 

The 180,000 Irredeemable Preference shares, as referred to in note 14, were cancelled during the year by 
way of a court approved capital reduction scheme. Shareholders were repaid £1.125 per shares along with 
the final dividend due.

The ‘A’ Ordinary shares rank pari passu in all respects with Ordinary shares except that the holders of  
‘A’ Ordinary shares are not entitled to vote at general meetings. Holders of Ordinary shares are entitled  
to one vote for every four shares held.

39

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

17.		 FINANCIAL	INSTRUMENTS
The group’s activities expose it to a variety of financial 
risks:  market risk (including currency risk and cash 
flow interest rate risk), credit risk and liquidity risk.

Level 2 -  inputs other than quoted prices included  
within level 1 that are observable for the  
asset or liability, either directly (i.e. as  
prices) or indirectly (i.e. derived from  
prices); and

The group holds financial instruments in order to 
finance its operations and to manage the interest rate 
and currency risks arising from those operations.

Level 3 -  inputs for the asset or liability that are  
not based on observable market data  
(unobservable inputs).

In addition various financial instruments such as trade 
debtors and trade creditors arise directly from the 
group’s operations.

The group holds both financial assets and financial 
liabilities.  Financial assets comprise cash balances, 
loans and receivables and are disclosed on the balance 
sheet as trade and other receivables.  Financial 
liabilities comprise financial liabilities measured at 
amortised cost including bank loans and overdrafts, 
trade and other payables, finance leasing liabilities and 
irredeemable preference shares.  Financial liabilities 
also include forward currency contracts at a fair value.

There is no formal policy for matching foreign 
currency cash flows, or matching exposure to foreign 
currency net assets or liabilities although a careful 
watch is kept on the positions.  As shown below the 
group’s currency exposure at the year end is £327,073 
(2013 - £(2,452)) and is primarily euros and US dollars 
to sterling.

The group’s policy is to ensure a balance of financial 
instruments to meet its operating requirements.  This 
has been achieved during the period.  Unutilised 
committed borrowing facilities have been maintained 
in order to provide flexibility in the management of 
liquidity.

Fair	values
There is no material difference between the carrying 
value and the fair value of the group’s financial assets 
and liabilities.  Financial instruments carried at fair 
value are required to be measured by reference to the 
following levels:

Level 1 -   quoted prices (unadjusted) in active markets  

for identical assets or liabilities;

The level within which the financial asset or liability 
is classified is determined based on the lowest level 
of significant input to one fair value measurement.  
The only derivatives entered into by the group are 
included in level 2 and consist of fixed interest term 
loans and foreign currency forward contracts.

Forward	contracts
Forward currency contracts of £667,040 were 
outstanding at 31st December 2014 covering periods 
from 9th January 2015 to 20th March 2015 (31st 
December 2013 - £485,980).  The fair value of the 
forward currency contracts, which on the grounds of 
materiality is not included on the balance sheet,  
is £17,643 (2013 - £2,594).

Fixed	interest	term	loans
As at 31st December 2014 fixed interest rate term 
loans amounted to £157,579 and £43,535 (see note 
14).  The directors are of the opinion that the fair 
value of these fixed interest rate loans is not materially 
different to their stated carrying values.

Maturity	analysis
Other than is disclosed in note 14 regarding bank 
loans and obligations under finance lease and hire 
purchase agreements all financial instruments fall  
due within one year.

In addition to the maturity analysis disclosed in note 
14 the interest due on hire purchase agreements 
repayable within one year totals £12,390 (2013 - 
£18,619), the interest due on finance lease and hire 
purchase agreements after one year but not more than 
five years totals £18,981 (2013 - £14,463). Likewise 
the interest due on bank loans repayable within one 
year totals £29,087 (2013 - £30,752), the interest due 
on bank loans repayable after one year but not more 
than five years totals £65,116 (2013 - £80,652), and 
the interest due on bank loans repayable after more 
than five years totals £12,022 (2013 - £25,404).

40

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

Interest	rate	and	currency	of	financial	assets	and	liabilities
The currency and interest rate profile of the group’s interest bearing financial assets is shown below:

Currency		

As at 31st December 2014

Sterling 
Euro	
US dollar	
Other	

As at 31st December 2013

Sterling 
Euro 
US dollar 
Other 

Floating	rate		
financial		
assets		
	£		

Fixed	rate
financial	
assets	
£	

Total
£

702,336		
117,166		
464,166		
274,102		
1,557,770		

33,683  
184,357  
226,369  
118,945  
563,354  

-		
-		
-		
-		
-		

-  
-  
-  
-  
-  

702,336	
117,166	
464,166	
274,102	
1,557,770	

33,683 
184,357 
226,369 
118,945 
563,354   

41

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
	
		
	
 
  
  
 
 
 
Notes to the accounts continued

Interest	rate	and	currency	of	financial	assets	and	liabilities
The currency and interest rate profile of the group’s interest bearing financial liabilities is shown below:

Currency		

As at 31st December 2014

Sterling	
Euro	
US dollar	
Other	

As at 31st December 2013

Sterling 
Euro 
US dollar 
Other 

Floating rate financial liabilities comprise bank borrowings.

Floating	rate		
financial		
liabilities		
	£		

Fixed	rate
financial	
liabilities	
£	

Total
£

2,261,991		
497,521		
-		
93		
2,759,605		

223,760		
-		
921,899		
26,644		
1,172,303		

2,485,751	
497,521	
921,899	
26,737	
3,931,908	

684,052  
244,908  
99,663  
-  
1,028,623  

435,232  
-  
992,087  
16,812  
1,444,131  

1,119,284 
244,908 
1,091,750 
16,812 
2,472,754

42

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.	
 
	
		
	
	 
 
 
 
 
 
 
  
  
 
 
Notes to the accounts continued

Currency	exposure	
The monetary assets and liabilities of the group that are not denominated in the functional currency of the 
operating unit concerned are shown below.

Non	interest	bearing	financial	assets	and	liabilities

Sterling		
£		

Euro		 US	dollar		
£		

£		

Other	 
currencies	
£		

Total	
£

Functional currency
At 31st December 2014 

Sterling 
Euro 
US dollar 

At 31st December 2013 

Sterling 
Euro 
US dollar 

-		
	 (1,015,510)	
(571,042)	
	 (1,586,552)	

299,314		
-		
(19,700)	
279,614		

237,283		
-		
-		
237,283		

1,396,728		
-		
-		
1,396,728		

1,933,325 
(1,015,510)
(590,742)
327,073 

-  
(1,080,232) 
(304,651) 
(1,384,883) 

48,346  
-  
(20,035) 
28,311  

150,169  
-  
-  
150,169  

1,203,951  
-  
-  
1,203,951  

1,402,466 
(1,080,232)
(324,686)
(2,452)

Risk	sensitivity
A change in interest rates of 1% in any of the three currencies invested or borrowed will not affect the income 
statement by a figure greater or less than £30,000 (2013 - £20,000).

A weakening in the value of sterling by 10% will benefit the operating profit by a figure not exceeding £15,000 
(2013 - £50,000).  A strengthening of sterling by 10% will reduce the operating profit by a figure not greater 
than £10,000 (2013 - £40,000).

These amounts are estimates.  Actual results in the future may differ materially from these due to development 
in the global financial markets which may cause fluctuations in interest and exchange rates to vary. The amounts 
stated above should not be considered a projection of likely future events and losses.

Borrowing	facilities
The group has the following undrawn committed borrowing facilities:

Expiring in one year or less 

2014  
£  
932,804		

2013
£ 
1,103,079 	

These facilities are for the purposes of working capital flexibility and are reviewed annually.

Group bank loans and overdrafts and invoice discounting facilities have been secured by a fixed and floating 
charge over certain assets of certain group companies.

43

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
	
	
 
 
 
 
 
	
	
		
 
 
 
 
 
Notes to the accounts continued

Foreign	currency	risk

Foreign exchange risk arises because the group 
has operations located in various parts of the world 
whose functional currency is not the same as the 
group’s primary functional currency (sterling). 
Although its global market penetration arguably 
reduces the group’s risk in that it has diversified into 
several markets, the net assets from such overseas 
operations is exposed to currency risk giving rise to 
gains or losses on re-translation into sterling. Only 
in exceptional circumstances will the group consider 
hedging its net investments in overseas operations as 
generally it does not consider that the cash flow risk 
created from such hedging techniques warrants the 
reduction in volatility in consolidated net assets.

The budgets are set locally and agreed by the board 
annually in advance, enabling the group’s cash 
requirements to be anticipated. Where facilities of 
group entities need to be increased, approval must 
be sought from the group finance director. Where 
the amount of the facility is above a certain level 
agreement of the board is needed.

All surplus cash is held centrally to maximize the 
returns on deposits through economics of scale.  
The type of cash instrument used and its maturity 
date will depend on the group’s forecast cash 
requirements. The group maintains a draw down 
facility with a major banking corporation to manage 
any unexpected short-term cash shortfalls.

Foreign exchange risk also arises when individual 
group operations enter into transactions denominated 
in a currency other than their functional currency. It 
is group policy that all such transactions should be 
hedged locally by entering into forward contracts with 
group treasury. Where is it considered the risk to the 
group is significant, group treasury will enter into a 
matching forward contract with a reputable bank.

Interest	rate	risk

The group finances its operations through a mixture 
of retained profit, bank borrowings and finance lease 
arrangements. The group borrows at floating rates 
and has hedging products in place to provide fixed 
interest payments for a proportion of its debt over a 
specified period. This enables the group to forecast 
borrowing costs with a degree of certainty.

It is group policy that transactions between group 
entities are always denominated in the selling group 
entity’s functional currency thereby giving rise to 
foreign exchange risk in the income statement of both 
the purchasing group entity and the group. Although 
the purchasing group entity might hedge this 
exposure with group treasury, no external hedge is 
entered into at group level as there is no exposure to 
consolidated net assets from intra-group transactions.

Credit	risk

The group is mainly exposed to credit risk from credit 
sales. It is group policy, implemented locally, to insure 
sales when insurance cover is available.

Quantative disclosures have been made in note 11.

The group does not enter into complex derivatives to 
manage credit risk.

Liquidity	risk

The liquidity risk of each group entity is managed 
centrally by the group treasury function. Each 
operation has a facility with group treasury, the 
amount of the facility being based on budgets. 

Capital	risk

The group’s objective when maintaining capital, being 
the share capital and capital reserves, is to safeguard 
the group’s ability to continue as a going concern so 
that it is able to provide returns for shareholders and 
benefits for other stakeholders.

44

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Notes to the accounts continued

18.		 EARNINGS	PER	SHARE	AND	DIVIDENDS

Both the basic and diluted earnings per share have been calculated using the net results attributable to 
shareholders of T.F. & J.H. Braime (Holdings) P.L.C. as the numerator.

The weighted average number of outstanding shares used for basic earnings per share amounted to 1,440,000 
shares (2013 – 1,440,000). There are no potentially dilutive shares in issue.

Dividends	paid 

Equity shares 
Ordinary shares 

Interim of 6.20p (2013 – 5.40p) per share paid on 4th April 2014 
Interim of 2.90p (2013 – 2.40p) per share paid on 17th October 2014 

‘A’ Ordinary shares 

Interim of 6.20p (2013 – 5.40p) per share paid on 4th April 2014 
Interim of 2.90p (2013 – 2.40p) per share paid on 17th October 2014 

Total dividends paid 

2014 
£ 

2013
£ 

29,760	 
13,920 
43,680		  

25,920 
11,520  
37,440 

59,520  
27,840	 
87,360  

51,840 
23,040 
74,880 

131,040  

112,320 

An interim dividend of 6.20p per Ordinary and ‘A’ Ordinary share was paid on 2nd April 2015.

45

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

19.		 PENSION	COSTS

19.1  The group operates a funded defined benefit 
pension scheme, Braime Pressings Limited Retirement 
Benefits Scheme, which provides benefits based on 
final salary and length of service on retirement, leaving 
service or death on behalf of certain companies in 
the T.F. & J.H. Braime (Holdings) P.L.C. group. The 
assets of the scheme are held separately from those 
of the group, being predominantly invested with an 
insurance company. The scheme is funded to cover 
future pension liabilities.

19.2  The scheme is subject to the Statutory 
Funding Objective under the Pensions Act 2004. 
A valuation of the scheme is carried out at least 
once every three years to determine whether the 
Statutory Funding Objective is met. As part of the 
process the group must agree with the trustees of the 
scheme the contributions to be paid to address any 
shortfall against the Statutory Funding Objective and 
contributions to pay for future accrual of benefits. A 
qualified actuary determines the contributions payable 
to the scheme. The most recent actuarial valuation 
was conducted at 6th April 2013. The market value 
of scheme assets at 6th April 2013 was £7,808,000. 
The funding level at 6th April 2013 was 101% on an 
ongoing basis.

Remeasurement gains and losses arising from 
experience adjustments and changes in actuarial 
assumptions are recognised within the consolidated 
statement of comprehensive income.

The scheme is managed by a board of Trustees 
appointed in part by the group. The Trustees have 
responsibility for obtaining valuations of the fund, 
administering benefit payments and investing the 
scheme’s assets. The Trustees delegate some of 
these functions to their professional advisers where 
appropriate.

19.3  The scheme exposes the company to a number 
of risks:

• Investment risk. The scheme holds investments in 
asset classes such as equities, which have volatile 
market values and while these assets are expected 
to provide the real returns over the long-term the 
short-term volatility can cause additional funding to 
be required if deficit emerges.

• Interest rate risk. The scheme’s liabilities are 
assessed using market yields on high quality 
corporate bonds to discount the liabilities. As the 
scheme holds assets such as equities or annuity 
policies the value of the assets and liabilities may 
not move in the same way.

• Inflation risk. A significant proportion of the benefits 
under the scheme are linked to inflation. Although 
the sheme’s assets are expected to provide a 
good hedge against inflation over the long-term, 
movements over the short-term could lead to 
deficits emerging.

• Mortality risk. In the event that members live longer 
than assumed a deficit will emerge in the scheme.

There were no plan amendments, curtailments or 
settlements during the period.

19.4  The expected return on assets is a weighted 
average of the assumed long-term returns for the 
various asset classes. Bond returns are selected by 
reference to the yields on government and corporate 
debt as appropriate to the scheme’s holdings of these 
instruments. AA corporate bond yields are used in the 
valuation of the scheme’s annuity policies held with 
Zurich Assurance Limited.

46

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Notes to the accounts continued

19.5  The amounts recognised in the balance sheet are as follows:

Fair value of scheme assets 
Present value of funded obligations 
Surplus 
Adjustment in respect of minimum funding requirement 
Net asset 

Note 

19.8 
19.7 

2014	 
£  
7,847,000	 
(7,796,000) 
51,000	 
(51,000) 
-  

2013 
£ 
6,513,000 
(6,505,000)
8,000 
 (8,000)
-  

19.6  The amounts recognised in the consolidated income statement are as follows:

Current service cost 
Total included in employee benefits expense 

Interest on liabilities 
Interest on assets 

Note 

6  

4 

2014 
£  
116,000	 
116,000	 

2013 
£ 
112,000 
112,000 

284,000	 
(286,000) 
(2,000) 

256,000 
(259,000)
(3,000)

Total amounts recognised in the consolidated income statement 

114,000	 

109,000 

19.7  Changes in the present value of the defined benefit obligation are as follows: 

Opening defined benefit obligation 
Current service cost 
Contributions by scheme participants 
Interest cost 
Benefits paid 
Experience gains on liabilities 
Remeasurement gain from changes to demographic assumptions 
Remeasurement loss from change to financial assumptions 
Closing defined benefit obligation 

19.8  Changes in the fair value of plan assets are as follows:

Opening fair value of scheme assets 
Interest on assets 
Return on scheme assets in excess of interest 
Benefits paid 
Employer contribution 
Contributions by scheme participants 
Closing fair value of scheme assets 

2014  
£	 
6,505,000	 
116,000	 
18,000  
284,000	 
(122,000) 
-	 
-	 
995,000	 
7,796,000	 

2014	 
£  
6,513,000  
286,000	 
1,082,000  
(122,000) 
70,000	 
18,000  
7,847,000  

2013 
£ 
6,295,000 
112,000 
17,000 
256,000 
(118,000)
(45,000)
106,000 
(118,000)
6,505,000 

2013 
£ 
6,328,000 
259,000 
(51,000)
(118,000)
78,000 
17,000 
6,513,000 

47

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Notes to the accounts continued

19.9  Analysis of fair value of plan assets between asset categories is as follows:

Annuity policies in payment 
Bonds 
Equities – unquoted - overseas 
Equities – unquoted - UK 
Cash   
Money market funds – unquoted 
With profit deferred annuities 
Total   

%	of	Total 
Assets 
35.4%  
-	 
8.0%  
2.1%  
1.1%  
4.8%  
48.6%  
100.0%	 

2014 
£  
2,781,000	 
-  
626,000  
166,000	 
83,000	 
382,000	 
3,809,000  
7,847,000	 

2013 
£ 
2,472,000 
1,003,000 
-  
-
87,000 
- 
2,951,000 
6,513,000  

The assets do not include any investment in shares of the company.

19.10 The actual return on scheme assets is as follows: 

Actual return on scheme assets 

19.11 Amount recognised in the statement of comprehensive income is as follows:

Gain/(loss) on scheme assets in excess of interest 
Experience gains on liabilities 
Remeasurement loss from changes to demographic assumptions 
Remeasurement (loss)/gain from changes to financial assumptions 
Adjustment in respect of minimum funding requirement 
Total amount recognised in statement of comprehensive income 

2014  
£  
1,368,000	 

2013 
£ 
208,000 

2014	 
£  
1,082,000	 
-	 
-  
(995,000) 
(43,000) 
44,000	 

2013
£ 
(51,000)
45,000 
(106,000)
118,000 
25,000 
31,000 

19.12 Cumulative amount of remeasurement gains and losses recognised in the statement of    
comprehensive income is as follows:

Remeasurement gains 

19.13 Amounts for the current period and previous periods are as follows: 

2014	 
£	 
307,000 

2013 
£ 
263,000 

Present value of funded obligations 
Fair value of scheme assets 
Surplus 
Experience gains/(losses) on plan liabilities 
Losses from changes to 
demographic assumptions
Changes in assumptions used to 
value scheme liabilities
Gains/(losses) on scheme assets 
in excess of interest

2014 
£ ,000  
(7,796) 
7,847  
51  
-  
-  

(995) 

1,082 

2013 
£,000  
(6,505) 
6,513  
8  
45  
(106) 

118  

(51) 

2012 
£,000  
(6,295) 
6,328  
33  
-  
- 

(573) 

566  

2011 
£,000  
(5,648) 
5,691  
43  
(29) 
 -  

(522) 

501  

2010 
£,000 
(4,902)
4,914 
12 
(184)
- 

(237)

253 

48

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
T.F.  & J.H.  BRAIME  (HOLDINGS)  P.L.C.

Notes to the accounts continued

19.14 Principal actuarial assumptions at the balance sheet date (expressed as weighted averages): 

Discount rate 
Salary increase 
Inflation 
Expected return on scheme assets 
LP15 pension increase 
Revaluation in deferment  
Post retirement mortality table 

2014  

2013  

2012  

2011  

2010 

3.40%  
4.30%  
3.30%  
3.40%  
3.20%  
3.30%  
120%  
PNA00  
YoU mc  
min  
1.0%  

4.40%  
4.70%  
3.70%  
5.00%  
3.55%  
3.70%  
120%  
PNA00 
YoU mc 
min 
1.0% 

4.10%  
4.10%  
3.10%  
4.10%  
3.10%  
3.10%  
120%  
PNXA00 
YoU mc 
min 
1.0% 

4.70%  
4.20%  
3.20%  
5.00%  
3.20%  
3.20%  
120%  
PNXA00 
YoU mc 
min 
1.0% 

5.40% 
4.70% 
3.70% 
5.50% 
3.70% 
3.70% 
120% 
PNXA00 
YoU mc
min 
1.0%

19.15 The company is required to agree a schedule of contributions with the Trustees of the scheme following 
a valuation which must be carried out at least once every three years.  The next vauation of the scheme is due 
as at 6th April 2016.  In the event that the actuarial valuation reveals a larger deficit than expected the company 
may be required to increase contributions above those set out in the existing schedule of contributions.  
Conversely, if the position is better than expected contributions may be reduced.

The employer’s best estimate of contributions expected to be paid to the plan during the annual period 
beginning after the balance sheet date is £47,000.

The weighted average duration of the defined benefit obligation is approximately 17.2 years.

19.16 The amounts recognised in the balance sheet are as follows:

Net asset at start of period 
Pension cost 
Employer contributions 
Remeasurement gain/(loss) recognised 
in the Statement of Comprehensive Income  
Adjustment in respect of minimum funding requirement 
Net asset at end of period 

Note 

19.6 

2014 
£  
-  

2013
£ 
- 
(114,000)  (109,000)
78,000 

70,000	 

87,000	 
(43,000) 
-  

6,000
25,000 
- 

49

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

19.17 Sensitivity of the value placed on the surplus (before minimum funding requirement adjustment)

Adjustments to assumptions 

Discount	rate 
Plus 0.50% 
Minus 0.50% 

Inflation 
Plus 0.50% 
Minus 0.50% 

Salary	increase 
Plus 0.50% 
Minus 0.50% 

Life	expectancy 
Plus 1.0 years 
Minus 1.0 years 

Approximate  
effect on surplus  
£

103,000 
(116,000)

(237,000)
231,000 

(79,000)
75,000 

(3,000)
7,000 

%	With-profit	deferred	annuities	converted	on	retirement	using	guaranteed	annuity	rates 
Plus 10.00% 
Minus 10.00% 

265,000 
(265,000)

Note that the above sensitivities are approximate and only show the likely effect of an assumption being adjusted 
whilst all other assumptions remain the same.

The sensitivity analysis shown above was determined using the same method as per the calculation of liabilities 
for the balance sheet disclosures, but using assumptions adjusted as detailed above.

20.	OPERATING	LEASES

The group has entered into commercial leases on certain properties, motor vehicles and items of plant and 
equipment. At the balance sheet date, the group had outstanding commitments for minimum lease payments 
under non-cancellable operating leases, which fall due as follows: 

Not later than one year 
Later than one year and not later than five years 

2014 
£	
164,631  
308,971  
473,602  

2013 
£
5,276 
51,156 
56,432 

50

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

21.		 NOTES	SUPPORTING	CONSOLIDATED	CASH	FLOW	STATEMENT

Cash and cash equivalents 

Cash at bank and in hand 
Bank overdrafts 

2014 
£	 
  1,357,769	  
  1,505,988	  
(148,219)  

2013
£ 
567,226 
490,944  
76,282  

Major	non-cash	transaction
During the year the group acquired tangible assets of £148,591 subject to finance (2013 - £ nil) under hire  
purchase agreements.   

22.		 CAPITAL	COMMITMENTS

There were capital commitments of £96,466 (2013 - £nil) which are contracted but not provided for in these 
financial statements.

23.		 RELATED	PARTY	TRANSACTIONS

The key management of the company are considered to be only the directors of the company. 

Key management compensation is disclosed in the directors’ remuneration report. 

There were no other related party transactions during the year.

51

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Company balance sheet 
at 31st December 2014

Note 

2014	
£		

2014 
£  

2013 
£  

2013
£  

Fixed	assets 
Tangible assets 
Investments 

Current	assets 
Debtors: due within one year 
Debtors: due after more than one year 
Cash at bank and in hand 

Creditors:	amounts	falling	due 
within	one	year 

Net	current	assets 

Total	assets	less	current	liabilities 

Creditors:	amounts	falling	due 
after	more	than	one	year 

Provisions for liabilities 

Capital	and	reserves 
Called up share capital 
Capital redemption reserve 
Profit and loss account 
Shareholders’ funds 

2 
3 

4 
5 

6 

7 

8 

9 
10 
10 
11 

1,264,551  
344,695	 
1,609,246	 

1,270,851 
344,695 
1,615,546 

9,341  
3,531,035	 
49,966	 
3,590,342	 

308,027	 

5,672  
3,043,624  
6,790  
3,056,086  

214,685 

3,282,315  

4,891,561  

1,408,209	 

52,288	 
3,431,064	 

360,000	 
180,000	 
2,891,064  
3,431,064  

2,841,401 

4,456,947 

1,254,347 

- 
3,202,600 

360,000 
- 
2,842,600 
3,202,600	

This financial statement was approved and authorised for issue by the board of directors on 20th April 2015  
and signed on its behalf by:

O.	N.	A.	Braime, Director

M.	L.	Mills, Director

52

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts

1.6	 Financial	instruments
Disclosures required under FRS 29 have not been 
separately provided in addition to those already given 
in note 16 to the group financial statements as they 
are also relevant to the position of the company as 
permitted under FRS 29.

1.7	 Profit	for	the	financial	period
The company has taken advantage of the exemption 
allowed under section 408 of the Companies Act 2006 
and has not presented its own profit and loss account 
in these financial statements. The company’s profit for 
the year was £382,004 (2013 – £415,737).

1.8	 Value	of	investments
Investments in subsidiaries are accounted for at cost 
less impairment. Cost is adjusted to reflect changes in 
consideration arising from contingent consideration 
amendments. Cost also includes direct attributable 
costs of investment.

1.		 ACCOUNTING	POLICIES
1.1	 Accounting	convention
The financial statements have been prepared under 
the historical cost convention and are in accordance 
with applicable accounting standards.

1.2	 Depreciation
Tangible	fixed	assets
Depreciation is provided on tangible fixed assets, 
other than freehold land which is not depreciated, 
at rates calculated to write off the cost over their 
estimated useful lives using the following percentages:

Land and buildings – 50 years

1.3	 Deferred	tax
Deferred tax balances are recognised in respect of 
all timing differences that have originated but not 
reversed by the balance sheet date except that the 
recognition of deferred tax assets is limited to the 
extent that the company anticipates to make sufficient 
taxable profits in the future to absorb the reversal 
of the underlying timing differences. Deferred tax 
balances are not discounted.

1.4	 Dividends
Equity dividends are recognised when they become 
legally payable.  In the case of interim dividends to 
equity shareholders, they are recognised when paid.  
In the case of final dividends, this is when approved 
by the shareholders at the Annual General Meeting.

1.5	 Foreign	currencies
Transactions in foreign currencies are recorded at the 
rate ruling at the date of the transaction.  

Monetary assets and liabilities denominated in foreign 
currencies are re-translated at the rate of exchange 
ruling at the balance sheet date.  All differences are 
taken to the profit and loss account.

53

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.Notes to the accounts continued

2.	

TANGIBLE	FIXED	ASSETS	

Cost 
At 1st January 2014 
At 31st December 2014 

Depreciation 
At 1st January 2014 
Provided for in the year 
At 31st December 2014 

Net book value 
At 31st December 2014 

At 31st December 2013 

Land	and 
buildings

£ 

1,274,526 
1,274,526	

3,675 
6,300 
9,975 

1,264,551	

1,270,851 

The total cost of non-depreciable assets included in land and buildings was £174,412 (2013 - £174,412).

3.		

INVESTMENTS

Subsidiary	undertakings

Shares at cost at 31st December 2014 and 2013 

Subsidiary	

Principal	activity	

£ 
344,695

Proportion	of	shares	held	
2014	and	2013			

Ordinary		 Preference	
Shares	

Shares		

i 

Registered in and operating  
from England: 
Braime Pressings Limited 

Braime Elevator Components Limited 

ii  Registered in England and operating 

from the USA: 
4B Elevator Components Limited 

iii 

Incorporated in and operating from France: 
Sarl S.E.T.E.M. 

Manufacture of metal presswork 

100%  

100% 

Distribution of bulk material  
handling components 

Distribution of bulk material  
handling components 

Distribution of bulk material  
handling components 

100%  

100%  

100%  

- 

- 

- 

54

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
		
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
 
 
	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

Subsidiary	

Principal	activity	

Proportion	of	shares	held	
2014	and	2013

Ordinary		 Preference	
Shares	

Shares		

iv 

v 

Incorporated in and operating  
from Thailand: 
4B Asia Pacific Company Limited 

Incorporated in and operating  
from South Africa: 
4B Africa Elevator 
Components (Pty) Limited 

vi 

Incorporated in and operating  
from Australia: 
4B Australia Pty Limited 

Distribution of bulk material
handling components 

Distribution of bulk material 
handling components 

48%  

100%  

Distribution of bulk material
handling components 

100%  

- 

- 

- 

4.		 DEBTORS:	AMOUNTS	RECEIVABLE	WITHIN	ONE	YEAR

Other taxes 
Prepayments 

5.		 DEBTORS:	AMOUNTS	RECEIVABLE	AFTER	MORE	THAN	ONE	YEAR

Amount owed by a subsidiary company 

6.		 CREDITORS:	AMOUNTS	FALLING	DUE	WITHIN	ONE	YEAR

Bank overdraft 
Bank loan 
Other taxes and social security costs 
Trade creditors 
Accruals 

2014  
£  
7,828  
1,513  
9,341	 

2013
£ 
4,197 
1,475 
5,672 

2014	 
£  
3,531,035		

2013 
£ 
3,043,624  

2014 
£	 
184,666	 
40,000	 
13,019  
33,935  
36,407	 
308,027  

2013 
£ 
189,619 
- 
- 
- 
25,066 
214,685 

Cross guarantees exist in respect of all group company bank borrowings. At 31st December 2014 the 
borrowings guaranteed by the company amounted to £1,365,314 (2013 - £1,003,342).

55

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.	
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the accounts continued

7.		 CREDITORS:	AMOUNTS	FALLING	DUE	AFTER	MORE	THAN	ONE	YEAR

IIrredeemable Preference shares 
Bank loan 
Amount owed to subsidiary companies 

2014 
£  
-	 
160,000  
1,248,209  
1,408,209  

2013
£ 
180,000 
- 
1,074,347 
1,254,347 

The amounts owed to subsidiary companies are repayable between one and two years.

8.		 PROVISIONS	FOR	LIABILITIES

Deferred	tax	–	accelerated	capital	allowances		

Balance at 1st January 2014	
Charged to profit and loss account during the year	 	
Balance at 31st December 2014	

2013	
£	

- 

2014		
£		

52,288		

Deferred	
tax	

£			

-			
52,288		
52,288		

Deferred tax has been recognised at a rate of 20% based on tax rates and laws that have been  
enacted or substantively enacted at the balance sheet date.

9.		 SHARE	CAPITAL

Authorised: 
480,000 Ordinary shares of 25p each 
1,200,000 ‘A’ Ordinary shares of 25p each 

Allotted,	called	up	and	fully	paid: 
480,000 Ordinary shares of 25p each 
960,000 ‘A’ Ordinary shares of 25p each 

2014 
£  
120,000 
300,000 
420,000 

2013
£ 
120,000
300,000
420,000

120,000 
240,000 
360,000 

120,000
240,000
360,000

The Irredeemable Preference shares, as referred to in note 7, were cancelled during the year by way of a  
court approved reduction in capital. Shareholders were paid £1.125 per share along with the final dividend 
payment due.

The ‘A’ Ordinary shares rank pari passu in all respects with Ordinary shares except that the holders of  
‘A’ Ordinary shares are not entitled to vote at general meetings. Holders of Ordinary shares are entitled  
to one vote for every four shares held.

56

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
 
 
 
 
Notes to the accounts continued

10.		 RESERVES

Balance at 1st January 2014	
Retained profit for the year	
Cancellation of preference shares	
Dividends paid	
Balance at 31st December 2014	

10.		 RECONCILIATION	IN	MOVEMENT	IN	SHAREHOLDERS’	FUNDS

Profit for the year 
Cancellation of preference shares 
Creation of capital redemption reserve 
Dividend paid 
Net movement in shareholders’ funds 
Opening shareholders’ funds 
Closing shareholders’ funds 

11.		 EMPLOYEES

Office and management 

Directors’	remuneration 
Emoluments for qualifying service 

Capital		
redemption		
reserve		
£		
-		
-		
180,000		
-		
180,000		

Profit
and	loss
		reserve	
£	
2,842,600	
382,004	
(202,500)
(131,040)
2,891,064	

2014 
£  
382,004	 
(202,500) 
180,000	 
(131,040) 
228,464  
3,202,600  
3,431,064  

2013
£ 
415,737 
- 
- 
(112,320)
303,417 
2,899,183 
3,202,600 

2014 
Number 
6 6

2013
Number 

£	 

£ 

42,000		

34,562  

Further details of directors’ remuneration are included in the remuneration report.

57

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
 
	
	
	
	
	
	
	
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Five year record

2014 
£,000	

2013 
£,000	

2012		
£,000		

2011	
£,000		

2010	
£,000

Turnover 

24,292 

22,954  

21,212  

20,068  

18,058 

Profit from operations 

Profit before tax 

Profit after tax 

1,236 

1,125 

1,075  

1,010  

782  

752  

659  

678  

427  

1,294  

1,413 

1,244  

1,361

814  

945

Basic and diluted earnings per share 

54.31p 

52.23p  

29.64p  

56.53p  

65.63p

58

T.F. & J.H. BRAIME (HOLDINGS) P.L.C. 
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Explanatory notes of resolutions

The following notes give an explanation of the 
proposed resolutions. Resolutions 1 to 5 inclusive are 
proposed as Ordinary resolutions. This means that for 
each of those resolutions to be passed, more than half 
of the votes cast must be in favour of the resolution. 
Resolution 6 is proposed as a Special resolution. This 
means that for this resolution to be passed, at least 
three-quarters of the votes cast must be in favour of 
the resolution.

The	directors	consider	that	all	of	the	resolutions	
to	be	proposed	at	the	AGM	are	in	the	best	
interests	of	the	company	and	its	shareholders	
as	a	whole	and	unanimously	recommend	
that	shareholders	vote	in	favour	of	all	of	the	
resolutions,	as	the	directors	intend	to	do	in	
respect	of	their	own	beneficial	holdings.

BUSINESS	TO	BE	TRANSACTED	AT	THE	AGM

Details of the resolutions which are to be proposed at 
the AGM are set out below.

Ordinary	resolutions

1.	To	receive	and	adopt	the	report	and	accounts
  The directors are required to present the accounts 
for the year ended 31st December 2014 to the 
meeting. 

2.	Confirmation	of	dividends
  To confirm the preference dividends of 2.50p per 
share paid on 30th June and 2.34p per share paid 
on 19th December 2014 together with the interim 
dividend on the ordinary and ‘A’ ordinary shares 
of 2.90p per share paid on 17th October 2014 and 
6.20p per share paid on 2nd April 2015.

3.	Re-appointment	of	directors
  The Articles of Association of the company require 
the nearest number to one third of the directors to 
retire at each Annual General Meeting. Accordingly, 
O. N. A. Braime and A. W. Walker are retiring by 
rotation in accordance with the Company’s Articles 
of Association and, being eligible, offer themselves 
for re-election.

4-5.	Re-appointment	of	auditors
  The company is required to appoint auditors at each 
Annual General Meeting to hold office until the 
next such meeting at which accounts are presented. 
The resolution proposes the reappointment of the 
company’s existing auditors, Kirk Newsholme, and 
authorises the directors to agree their remuneration.

Special	resolution

6.	Amendment	to	existing	Articles	of	Association

  Following the cancellation of all 5 per cent. 

Cumulative Preference Shares of £1 each in the 
capital of the Company (the “Preference Shares”), 
the directors are proposing to tidy up the current 
articles of association of the Company (the 
“Articles”), which were adopted on 16th May 2014, 
to remove all references to, and rights applicable to, 
the Preference Shares together with consequential 
amendments. Shareholders also approved the 
passing of a special resolution at the 2014 AGM 
to approve an increase in the borrowing powers 
of the directors of the Company from one times 
the “Adjusted Capital and Reserves” (as defined in 
the Articles) to two times the Adjusted Capital and 
Reserves, subject to the sanction of a majority of 
the holders of the Preference Shares, as required 
by Article 23.2 of the Articles.  Since the Preference 
Shares have now been cancelled, the satisfaction 
of this condition is no longer required and the 
Articles will be amended to reflect the increased 
borrowing powers of the Directors as approved by 
shareholders at the 2014 AGM.

  A copy of the New Articles is available for 

inspection, as noted on page 5 of this document, 
and is available on the company’s website at  
www.braimegroup.com. Resolution 6 in the Notice 
of Annual General Meeting, which will be proposed 
as a special resolution, seeks the approval of 
shareholders to the adoption of the New Articles.

59

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.60

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.T.F. & J.H. BRAIME (HOLDINGS) P.L.C.

REPORT & ACCOUNTS

2014

Designed and printed by PrintPod | www.print-pod.com

T.F. & J.H. BRAIME (HOLDINGS) P.L.C.

BRAIMESCOVERWITH4mmSPINE_2014.indd   1

20/04/2015   10:04