Company registration number 02600835 (England and Wales)
VENTCROFT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
VENTCROFT LIMITED
COMPANY INFORMATION
Directors
I Rotheram
C De Senespleda
(Appointed 10 January 2022)
W Hendrikx
(Appointed 10 January 2022)
Company number
02600835
Registered office
Faraday Road
Astmoor Industrial Estate
Runcorn
Cheshire
WA7 1PE
Auditor
Mitchell Charlesworth (Audit) Limited
Glebe Business Park
Lunts Heath Road
Widnes
Cheshire
WA8 5SQ
Bankers
Yorkshire Bank plc
6 Bridge Street
St Helens
Merseyside
WA10 1NF
VENTCROFT LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 27
VENTCROFT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 1 -

The directors present the strategic report for the year ended 31 December 2021.

Fair review of the business

The company’s balance sheet as detailed on page 9 shows a satisfactory position, shareholders’ funds amounting to £15,208.534. The shareholding of the business was acquired by NKT HVC in January 2022.

 

Ventcroft are a UK manufacturer of fire cable and security alarm cables. Now the 2nd largest manufacturer by volume of British Standard soft skin fire cables in the World. Our ISO9001:2015 quality management system, factory and fire cables are 3rd Party certified and approved by LPCB & BASEC.

 

Ventcroft do not supply contractors or end users direct, however our cable products are available from leading distributors and wholesalers throughout the UK and Worldwide. Consultants and contractors are welcome to contact us for specification and technical assistance.

 

Our short to medium term plans are to add additional British manufactured cable ranges to our market leading NoBurn fire cables and Union Intruder cable brands. All cables are manufactured in our expanded world class, state of the art factory in Runcorn, Cheshire. This new purpose-built facility was opened in 2012 following multi £million investments to meet the continued demand and growth for our British manufactured cables.

 

The profit and loss account on page 6 shows the company’s results for the year. The company has made a profit before tax for the year of £273,330 and has sufficient capital and cash resources to be able to meet its operational requirements.

Principal risks and uncertainties

The company uses conventional forms of working capital to finance its day to day activities and as such the figures appearing in the accounts reflect the absolute value of amounts recoverable and payable. The directors receive regular reports on these figures in order to manage the company's requirements.

 

Given the straightforward nature of the business, the company's directors are of the opinion that the analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.

 

The company is exposed to normal credit and cash flow risks associated with selling on credit and manages this through normal credit control procedures and use of credit insurance. The company also trades overseas and is subject to risks associated with movements in foreign currency exchange. The directors continually monitor exchange rates to ensure that the exposure to risk in this area is at an acceptable level.

 

On behalf of the board

I Rotheram
Director
25 July 2022
VENTCROFT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2021.

Principal activities

The principal activity of the company continued to be the manufacture of security products, injection moulding and cabling.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A M Groves
(Resigned 10 January 2022)
K Jones
(Resigned 10 January 2022)
J K Malone
(Resigned 10 January 2022)
F B Rotheram
(Resigned 10 January 2022)
I Rotheram
C De Senespleda
(Appointed 10 January 2022)
W Hendrikx
(Appointed 10 January 2022)
Directors' interests

The directors' interests in the shares of the company were as stated below:

Ordinary of £1 each
31 December 2021
31 December 2020
A M Groves
5,060
5,060
K Jones
-
-
J K Malone
-
-
F B Rotheram
39,472
39,472
I Rotheram
5,060
5,060
C De Senespleda
-
-
W Hendrikx
-
-

Post year end in January 2022 K Jones took up an option to purchase 5,566 ordinary A shares for £1.00 each.

Auditor

The auditor, Mitchell Charlesworth (Audit) Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

VENTCROFT LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
I Rotheram
Director
25 July 2022
VENTCROFT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VENTCROFT LIMITED
- 4 -
Opinion

We have audited the financial statements of Ventcroft Limited (the 'company') for the year ended 31 December 2021 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

VENTCROFT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VENTCROFT LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

VENTCROFT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VENTCROFT LIMITED
- 6 -

The companies own assessment of the risks that irregularities may occur either as a result of fraud or error.

Results of our enquiries of management about their own identification and assessment of the risks of irregularities.

The company's documentation of their policies and procedures relating to:

 

The audit engagement team discussed how and where fraud might occur in the financial statements and any potential indicators of fraud.

We considered the opportunities and incentives that may exist within the company for fraud and identified the greatest potential for fraud in the areas where management are required to exercise significant judgement.

We performed specific audit procedures to assess the risk of management override.

We obtained an understanding of the laws and regulatory framework the company operates in and focused on the effect of the provisions and disclosures that could have a material effect on the financial statements.

Audit response to risks identified

Our procedures to respond to the risks identified included the following:

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

VENTCROFT LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VENTCROFT LIMITED
- 7 -

Use of our report

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

Robert Davies (Senior Statutory Auditor)
For and on behalf of Mitchell Charlesworth (Audit) Limited
25 July 2022
Accountants
Statutory Auditor
Glebe Business Park
Lunts Heath Road
Widnes
Cheshire
WA8 5SQ
VENTCROFT LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2021
- 8 -
2021
2020
Notes
£
£
Turnover
3
16,859,860
13,973,730
Cost of sales
(13,288,277)
(11,118,779)
Gross profit
3,571,583
2,854,951
Administrative expenses
(2,890,743)
(2,865,034)
Other operating income
172,602
200,048
Exceptional item
4
(442,953)
-
0
Operating profit
5
410,489
189,965
Interest receivable and similar income
8
-
0
80
Interest payable and similar expenses
9
(137,159)
(130,354)
Profit before taxation
273,330
59,691
Tax on profit
10
(405,937)
(144,451)
Loss for the financial year
(132,607)
(84,760)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

VENTCROFT LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
- 9 -
2021
2020
£
£
Loss for the year
(132,607)
(84,760)
Other comprehensive income
-
-
Total comprehensive income for the year
(132,607)
(84,760)
VENTCROFT LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2021
31 December 2021
- 10 -
2021
2020
Notes
£
£
£
£
Fixed assets
Intangible assets
11
426,363
407,082
Tangible assets
12
16,669,320
17,389,608
17,095,683
17,796,690
Current assets
Stocks
13
2,441,956
2,528,045
Debtors
14
5,613,048
4,319,582
Cash at bank and in hand
42,874
19,321
8,097,878
6,866,948
Creditors: amounts falling due within one year
15
(3,519,315)
(4,069,056)
Net current assets
4,578,563
2,797,892
Total assets less current liabilities
21,674,246
20,594,582
Creditors: amounts falling due after more than one year
16
(5,381,166)
(4,458,814)
Provisions for liabilities
Deferred tax liability
19
1,084,546
794,627
(1,084,546)
(794,627)
Net assets
15,208,534
15,341,141
Capital and reserves
Called up share capital
23
50,099
50,099
Profit and loss reserves
15,158,435
15,291,042
Total equity
15,208,534
15,341,141
The financial statements were approved by the board of directors and authorised for issue on 25 July 2022 and are signed on its behalf by:
I Rotheram
Director
Company Registration No. 02600835
VENTCROFT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2020
50,099
15,375,802
15,425,901
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
(84,760)
(84,760)
Balance at 31 December 2020
50,099
15,291,042
15,341,141
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
(132,607)
(132,607)
Balance at 31 December 2021
50,099
15,158,435
15,208,534
VENTCROFT LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 12 -
2021
2020
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
26
(814,506)
193,567
Interest paid
(137,159)
(130,354)
Income taxes paid
-
0
(60,655)
Net cash (outflow)/inflow from operating activities
(951,665)
2,558
Investing activities
Purchase of intangible assets
(50,129)
(72,085)
Purchase of tangible fixed assets
(216,525)
(777,862)
Proceeds on disposal of tangible fixed assets
10,361
71,578
Receipts arising from loans made
(79,356)
-
0
Interest received
-
0
80
Net cash used in investing activities
(335,649)
(778,289)
Financing activities
Repayment of bank loans
1,341,383
774,785
Payment of finance leases obligations
(30,516)
(60,622)
Net cash generated from financing activities
1,310,867
714,163
Net increase/(decrease) in cash and cash equivalents
23,553
(61,568)
Cash and cash equivalents at beginning of year
19,321
80,889
Cash and cash equivalents at end of year
42,874
19,321
VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 13 -
1
Accounting policies
Company information

Ventcroft Limited is a private company limited by shares incorporated in England and Wales. The registered office is Faraday Road, Astmoor Industrial Estate, Runcorn, Cheshire, WA7 1PE.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 14 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
Over 20 years
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings
Over 50 years
Assets under construction
Nil
Plant and machinery
15% on reducing balance
Fixtures, fittings & equipment
10% on reducing balance and 5% straight line
Computer equipment
25% on reducing balance
Motor vehicles
25% on reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 15 -
1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 17 -
1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

 

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Share-based payments
VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 18 -

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.

 

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.16
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.17
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 19 -
3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2021
2020
£
£
Turnover analysed by class of business
United Kingdom
16,859,860
13,973,730
2021
2020
£
£
Turnover analysed by geographical market
United Kingdom
16,859,860
13,973,730
2021
2020
£
£
Other revenue
Interest income
-
80
Grants received
1,103
88,746
4
Exceptional item
2021
2020
£
£
Bad debt in respect of Mersey Gateway compensation
442,953
-
5
Operating profit
2021
2020
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(5,087)
8,347
Government grants
(1,103)
(88,746)
Fees payable to the company's auditor for the audit of the company's financial statements
13,500
12,950
Depreciation of owned tangible fixed assets
908,736
702,304
Depreciation of tangible fixed assets held under finance leases
-
0
148,341
Loss/(profit) on disposal of tangible fixed assets
17,716
(4,577)
Amortisation of intangible assets
30,848
27,956
Operating lease charges
13,750
14,644

Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to £5,087 (2020 - £8,347).

VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 20 -
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2021
2020
Number
Number
Production
18
20
Office & management
10
11
Total
28
31

Their aggregate remuneration comprised:

2021
2020
£
£
Wages and salaries
1,103,405
1,189,978
Social security costs
111,492
113,369
Pension costs
29,580
27,031
1,244,477
1,330,378
7
Directors' remuneration
2021
2020
£
£
Remuneration for qualifying services
370,282
367,170
Company pension contributions to defined contribution schemes
12,675
7,959
382,957
375,129
Remuneration disclosed above include the following amounts paid to the highest paid director:
2021
2020
£
£
Remuneration for qualifying services
-
89,088
8
Interest receivable and similar income
2021
2020
£
£
Interest income
Other interest income
-
0
80
VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 21 -
9
Interest payable and similar expenses
2021
2020
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
56,868
61,039
Other finance costs:
Interest on finance leases and hire purchase contracts
80,291
69,315
137,159
130,354
10
Taxation
2021
2020
£
£
Current tax
UK corporation tax on profits for the current period
115,360
-
0
Adjustments in respect of prior periods
658
(91,375)
Total current tax
116,018
(91,375)
Deferred tax
Origination and reversal of timing differences
289,919
235,826
Total tax charge
405,937
144,451

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2021
2020
£
£
Profit before taxation
273,330
59,691
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2020: 19.00%)
51,933
11,341
Tax effect of expenses that are not deductible in determining taxable profit
11,680
1,089
Adjustments in respect of prior years
-
0
(91,375)
Permanent capital allowances in excess of depreciation
51,747
85,631
Under/(over) provided in prior years
658
-
0
Adjustment to reflect effective tax rate
-
0
65,741
Tax losses utilised in the year
-
0
72,024
Deferred tax movement
289,919
-
0
Taxation charge for the year
405,937
144,451
VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 22 -
11
Intangible fixed assets
Development costs
£
Cost
At 1 January 2021
548,505
Additions
50,129
At 31 December 2021
598,634
Amortisation and impairment
At 1 January 2021
141,423
Amortisation charged for the year
30,848
At 31 December 2021
172,271
Carrying amount
At 31 December 2021
426,363
At 31 December 2020
407,082
12
Tangible fixed assets
Land and buildings
Assets under construction
Plant and machinery
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2021
5,675,123
345,060
16,798,040
645,019
23,463,242
Additions
-
0
119,260
62,253
35,012
216,525
Disposals
-
0
(14,410)
-
0
(42,959)
(57,369)
At 31 December 2021
5,675,123
449,910
16,860,293
637,072
23,622,398
Depreciation and impairment
At 1 January 2021
280,475
-
0
5,461,987
331,172
6,073,634
Depreciation charged in the year
32,697
-
0
791,733
84,306
908,736
Eliminated in respect of disposals
-
0
-
0
-
0
(29,292)
(29,292)
At 31 December 2021
313,172
-
0
6,253,720
386,186
6,953,078
Carrying amount
At 31 December 2021
5,361,951
449,910
10,606,573
250,886
16,669,320
At 31 December 2020
5,394,648
345,060
11,336,053
313,847
17,389,608
VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
12
Tangible fixed assets
(Continued)
- 23 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

2021
2020
£
£
Plant and machinery
2,021,174
2,099,885
Motor vehicles
63,761
85,015
2,084,935
2,184,900
13
Stocks
2021
2020
£
£
Raw materials and consumables
1,771,568
1,727,832
Work in progress
541,481
325,620
Finished goods and goods for resale
128,907
474,593
2,441,956
2,528,045
14
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
3,340,555
2,963,677
Corporation tax recoverable
90,717
91,375
Other debtors
670,182
462,632
Prepayments and accrued income
1,511,594
801,898
5,613,048
4,319,582
VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 24 -
15
Creditors: amounts falling due within one year
2021
2020
Notes
£
£
Bank loans
17
1,057,648
658,615
Obligations under finance leases
18
18,895
30,516
Trade creditors
1,450,269
1,979,980
Corporation tax
115,360
-
0
Other taxation and social security
488,252
480,940
Other creditors
40,286
617,550
Accruals and deferred income
348,605
301,455
3,519,315
4,069,056
16
Creditors: amounts falling due after more than one year
2021
2020
Notes
£
£
Bank loans and overdrafts
17
5,374,241
4,431,891
Obligations under finance leases
18
675
19,570
Deferred income
20
6,250
7,353
5,381,166
4,458,814
17
Loans and overdrafts
2021
2020
£
£
Bank loans
6,431,889
5,090,506
Payable within one year
1,057,648
658,615
Payable after one year
5,374,241
4,431,891

Yorkshire Bank Plc hold a debenture and legal charge dated 5th January 2015 over the freehold property at Faraday Road, Runcorn, Cheshire, WA7 1PE. There is also a charge held over the debtor books of the company.

18
Finance lease obligations
2021
2020
Future minimum lease payments due under finance leases:
£
£
Within one year
19,570
30,516
In two to five years
-
0
19,570
19,570
50,086
VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
18
Finance lease obligations
(Continued)
- 25 -

Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

19
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2021
2020
Balances:
£
£
Accelerated capital allowances
1,084,546
794,627
2021
Movements in the year:
£
Liability at 1 January 2021
794,627
Charge to profit or loss
289,919
Liability at 31 December 2021
1,084,546

The deferred tax liability set out above is expected to reverse and relates to accelerated capital allowances that are expected to mature within the same period.

20
Deferred income
2021
2020
£
£
Arising from government grants
85,679
85,679
Aggregate amortisation
(79,429)
(78,326)
6,250
7,353
21
Retirement benefit schemes
2021
2020
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
29,580
27,031

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 26 -
22
Share-based payment transactions
Number of share options
Weighted average exercise price
2021
2020
2021
2020
Number
Number
£
£
Outstanding at 1 January 2021 and 31 December 2021
5,566
5,566
1.00
1.00
Exercisable at 31 December 2021
5,566
5,566
1.00
1.00

The options outstanding at 31 December 2020 had an exercise price of £1 per share and were exercised on 10 January 2022.

23
Share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
50,099
50,099
50,099
50,099
24
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2021
2020
£
£
Within one year
7,893
5,868
Between two and five years
1,584
11,502
9,477
17,370
25
Events after the reporting date

On 10 January 2022 the share capital of Ventcroft Ltd was acquired by NKT HVC Ltd.

VENTCROFT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 27 -
26
Cash generated from operations
2021
2020
£
£
Loss for the year after tax
(132,607)
(84,760)
Adjustments for:
Taxation charged
405,937
144,451
Finance costs
137,159
130,354
Investment income
-
0
(80)
Loss/(gain) on disposal of tangible fixed assets
17,716
(4,577)
Amortisation and impairment of intangible assets
30,848
27,956
Depreciation and impairment of tangible fixed assets
908,736
850,645
Movements in working capital:
Decrease/(increase) in stocks
86,089
(311,141)
(Increase)/decrease in debtors
(1,214,768)
700,910
(Decrease) in creditors
(1,052,513)
(1,258,893)
(Decrease) in deferred income
(1,103)
(1,298)
Cash (absorbed by)/generated from operations
(814,506)
193,567
27
Analysis of changes in net debt
1 January 2021
Cash flows
31 December 2021
£
£
£
Cash at bank and in hand
19,321
23,553
42,874
Borrowings excluding overdrafts
(5,090,506)
(1,341,383)
(6,431,889)
Obligations under finance leases
(50,086)
30,516
(19,570)
(5,121,271)
(1,287,314)
(6,408,585)
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