Company Registration No. 12323910 (England and Wales)
Venturi Holdings Limited
Annual report and
group financial statements
for the year ended 31 March 2023
Venturi Holdings Limited
Company information
Directors
Bradley Lamb
Sheena Lamb
Michael Al-Iskalachi
Company number
12323910
Registered office
WPP Manchester Campus
1st Floor
1 New Quay Street
Manchester
England
M3 4BN
Independent auditor
Saffery LLP
Trinity
16 John Dalton Street
Manchester
M2 6HY
Venturi Holdings Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group income statement
8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 33
Venturi Holdings Limited
Strategic report
For the year ended 31 March 2023
1

The directors present the strategic report for the year ended 31 March 2023.

Fair review of the business

The Group companies consist of Venturi Holdings Limited, Venturi Limited, Venturi Group Inc and Venturi Germany GmbH.

 

The principal activity of the Group continues to be the provision of permanent, contract and interim IT recruitment services to clients throughout the UK, Germany and USA.

 

The profit and loss account shows Turnover for the year of £40.7m (2022: £33.8m), Gross profit for the year of £11.0m (2022: £9.6m) and a loss before tax for the year of £0.7m (2022: £0.6m profit).

 

The Group balance sheet shows a reduction on the prior year, in line with the investment in the business and the macro-economic factors in the tech sector, interest rate rises, and global conflict events in the second half of the year.

 

The directors consider that the Group has reported a strong set of financial results considering the unprecedented events of the year. This financial year had to be focussed on right-sizing the business to ensure strong ongoing performance whilst correctly positioning the business to capitalise on future opportunities.

 

Future Developments

We are confident in the direction the business is taking and clarity of focus and are excited about the further opportunities that will be created for key employees. The business will continue to focus on permanent and contract IT recruitment across the UK, USA, Germany and rest of Europe.

 

Principal risks and uncertainties

 

Competition

There is as always competitive risk from other companies, however Venturi are confident in their approach and commitment to quality of service and that this will ensure that longstanding client relationships are maintained which is evidenced with 80% repeat business, and new business opportunities will be realised. The Directors believe that their business plan for developing existing markets and expanding into new markets will mean that Venturi continues to evolve and grow. We perceive that we are in the most dynamic marketplaces and territories that will help us achieve our long-term goal of profitably for the years to come.

Credit Risk

The Group’s principal financial asset is trade debtors. To minimise this risk to this asset credit insurance is used where appropriate and rigorous credit control measures are employed. In addition, the Group’s exposure is spread over a large number of customers with the largest customer making up less than 10% of the ledger. This year we have again witnessed repeat custom and deeper penetration into our existing client base which is testament to our ongoing client account management strategy.

 

Liquidity risk
The Group oversees all facets of its cash needs to ensure ample liquid resources for meeting operational requirements. The Group continues to utilise invoice discounting facilities to ensure cash needs are met.

 

Cash flow risk
Cash flow forecasting serves as one of the most important functions performed by the finance team where weekly, monthly and quarterly forecasts are regularly monitored, and necessary measures are undertaken.

 

 

Venturi Holdings Limited
Strategic report (continued)
For the year ended 31 March 2023
2

Principal risks and uncertainties (continued)

 

I.T. System Failure Risk

The Group is heavily dependent on its I.T. Systems and database. To mitigate this risk, the directors have ensured that a disaster recovery plan is in place, and cyber security cover is maintained. Venturi passionately believes in investment in infrastructure and its CRM system and continues to work with the best breed suppliers to compete at the highest level in this ever-evolving dynamic landscape.

Reduction in Business Activity

The Group, like any other business, is exposed to a risk of a downturn in the IT Sector. In addition, trading levels are influenced by the general economy. To mitigate this risk, the directors are pro-actively engaged in the running of the business, seeking out and capitalising on new opportunities such as launching into mainland Europe. We continue to strive for a strong contract contribution to our business which we feel gives us visibility of ongoing recurring revenue. We also continue to identify and serve vertical markets where demand outstrips supply.

Key performance indicators

Turnover has increased by 20% year on year whilst gross profit has increased by 15%, this reflects the growth in the contract market. Continuing to drive the efficiency and effectiveness of the workforce will ensure that Venturi will be best placed to take advantage of all the opportunities that come our way. We continue to pursue our goal of being most known for improving the recruitment experience within the tech sector.

 

 

Other information and explanations

Exceptional costs of £200k are included in the accounts for the year (2022: Nil). Details of exceptional items are disclosed in note 4.

On behalf of the board

Bradley Lamb
Director
13 February 2024
Venturi Holdings Limited
Directors' report
For the year ended 31 March 2023
3

The directors present their annual report and financial statements for the year ended 31 March 2023.

Principal activities

The principal activity of the group is that of the provision of permanent and contract recruitment services.

Results and dividends

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

Ordinary dividends were paid amounting to £134,595. The directors do not recommend payment of a further dividend.

 

The Directors acknowledge that an illegal dividend was paid due to there being insufficient reserves in Venturi Holdings. On 1st April 2023, a dividend was paid from Venturi Limited to Venturi Holdings Limited in order to ensure that there were sufficient reserves in Venturi Holdings.

Directors

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

Bradley Lamb
Sheena Lamb
Michael Al-Iskalachi
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor
Saffery LLP have expressed their willingness to continue in office.
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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Bradley Lamb
Director
13 February 2024
Venturi Holdings Limited
Directors' responsibilities statement
For the year ended 31 March 2023
4

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 group and company, and of the profit or loss of the group 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 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 comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Venturi Holdings Limited
Independent auditor's report
To the members of Venturi Holdings Limited
5
Opinion

We have audited the financial statements of Venturi Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group 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 group and parent 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.

Material Uncertainty in Relation to Going Concern

We draw attention to note 1.4 in the financial statements which describes the group's financing of working capital. As stated in note 1.4, these events or conditions, along with the other matters as set forth in note 1.4, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in this respect.

 

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.

 

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.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Venturi Holdings Limited
Independent auditor's report (continued)
To the members of Venturi Holdings Limited
6

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent 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.

 

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

 

Audit response to risks identified;

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

 

Venturi Holdings Limited
Independent auditor's report (continued)
To the members of Venturi Holdings Limited
7

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

 

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

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.

Use of our report

This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Diane Petit-Laurent FCA (Senior Statutory Auditor)
For and on behalf of Saffery LLP
13 February 2024
Chartered Accountants
Statutory Auditors
Trinity
16 John Dalton Street
Manchester
M2 6HY
Venturi Holdings Limited
Group income statement
For the year ended 31 March 2023
8
2023
2022
Notes
£
£
Turnover
3
40,652,571
33,756,487
Cost of sales
(29,652,492)
(24,179,395)
Gross profit
11,000,079
9,577,092
Administrative expenses
(11,330,771)
(8,696,763)
Exceptional items
4
(200,345)
-
0
Operating (loss)/profit
5
(531,037)
880,329
Interest receivable and similar income
301
-
0
Interest payable and similar expenses
9
(187,225)
(234,077)
(Loss)/profit before taxation
(717,961)
646,252
Tax on (loss)/profit
10
(143,950)
(417,027)
(Loss)/profit for the financial year
27
(861,911)
229,225
(Loss)/profit for the financial year is attributable to:
- Owners of the parent company
(875,251)
164,152
- Non-controlling interests
13,340
65,073
(861,911)
229,225
Venturi Holdings Limited
Group statement of comprehensive income
For the year ended 31 March 2023
9
2023
2022
£
£
(Loss)/profit for the year
(861,911)
229,225
Other comprehensive income
Currency translation gain taken to retained earnings
31,765
92,691
Total comprehensive income for the year
(830,146)
321,916
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(843,486)
256,843
- Non-controlling interests
13,340
65,073
(830,146)
321,916
Venturi Holdings Limited
Group statement of financial position
As at 31 March 2023
10
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
12
4,524,226
5,170,544
Tangible assets
13
258,278
342,102
4,782,504
5,512,646
Current assets
Debtors
16
5,237,162
6,076,766
Cash at bank and in hand
396,227
360,106
5,633,389
6,436,872
Creditors: amounts falling due within one year
17
(6,545,760)
(8,043,536)
Net current liabilities
(912,371)
(1,606,664)
Total assets less current liabilities
3,870,133
3,905,982
Creditors: amounts falling due after more than one year
18
(1,390,870)
(452,267)
Provisions for liabilities
Deferred tax liability
21
37,484
47,195
(37,484)
(47,195)
Net assets
2,441,779
3,406,520
Capital and reserves
Called up share capital
25
3,933
3,933
Share premium account
26
3,606,468
3,606,468
Profit and loss reserves
27
(1,275,941)
(297,860)
Equity attributable to owners of the parent company
2,334,460
3,312,541
Non-controlling interests
107,319
93,979
2,441,779
3,406,520
The financial statements were approved by the board of directors and authorised for issue on 13 February 2024 and are signed on its behalf by:
13 February 2024
Bradley Lamb
Director
Company Registration No. 12323910 (England and Wales)
Venturi Holdings Limited
Company statement of financial position
As at 31 March 2023
31 March 2023
11
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
14
7,068,560
7,068,560
Current assets
Debtors
16
40,569
40,087
Cash at bank and in hand
22,134
77,095
62,703
117,182
Creditors: amounts falling due within one year
17
(3,549,189)
(3,558,378)
Net current liabilities
(3,486,486)
(3,441,196)
Net assets
3,582,074
3,627,364
Capital and reserves
Called up share capital
25
3,933
3,933
Share premium account
26
3,606,468
3,606,468
Profit and loss reserves
27
(28,327)
16,963
Total equity
3,582,074
3,627,364

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £89,305 (2022 - £162,092 profit).

The financial statements were approved by the board of directors and authorised for issue on 13 February 2024 and are signed on its behalf by:
13 February 2024
Bradley Lamb
Director
Company Registration No. 12323910 (England and Wales)
Venturi Holdings Limited
Group statement of changes in equity
For the year ended 31 March 2023
12
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 April 2021
3,932
3,606,468
(395,125)
3,215,275
28,906
3,244,181
Year ended 31 March 2022:
Profit for the year
-
-
164,152
164,152
65,073
229,225
Other comprehensive income:
Currency translation differences
-
-
92,691
92,691
-
92,691
Total comprehensive income
-
-
256,843
256,843
65,073
321,916
Issue of share capital
25
1
-
0
-
1
-
1
Dividends
11
-
-
(159,578)
(159,578)
-
(159,578)
Balance at 31 March 2022
3,933
3,606,468
(297,860)
3,312,541
93,979
3,406,520
Year ended 31 March 2023:
Loss for the year
-
-
(875,251)
(875,251)
13,340
(861,911)
Other comprehensive income:
Currency translation differences
-
-
31,765
31,765
-
31,765
Total comprehensive income
-
-
(843,486)
(843,486)
13,340
(830,146)
Dividends
11
-
-
(134,595)
(134,595)
-
(134,595)
Balance at 31 March 2023
3,933
3,606,468
(1,275,941)
2,334,460
107,319
2,441,779
Venturi Holdings Limited
Company statement of changes in equity
For the year ended 31 March 2023
13
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2021
3,932
3,606,468
14,465
3,624,865
Year ended 31 March 2022:
Profit and total comprehensive income for the year
-
-
162,092
162,092
Issue of share capital
25
1
-
0
-
1
Dividends
11
-
-
(159,594)
(159,594)
Balance at 31 March 2022
3,933
3,606,468
16,963
3,627,364
Year ended 31 March 2023:
Profit and total comprehensive income
-
-
89,305
89,305
Dividends
11
-
-
(134,595)
(134,595)
Balance at 31 March 2023
3,933
3,606,468
(28,327)
3,582,074
Venturi Holdings Limited
Group statement of cash flows
For the year ended 31 March 2023
14
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
1,305,462
558,482
Interest paid
(187,225)
(234,077)
Income taxes paid
(373,296)
(323,793)
Net cash inflow from operating activities
744,941
612
Investing activities
Proceeds from disposal of intangibles
-
(15,901)
Purchase of tangible fixed assets
(80,905)
(327,355)
Proceeds from disposal of tangible fixed assets
19,796
51,646
Interest received
301
-
Net cash used in investing activities
(60,808)
(291,610)
Financing activities
Proceeds from issue of shares
-
1
Repayment of bank loans
(456,998)
(638,448)
Payment of finance leases obligations
(84,026)
199,795
Dividends paid to equity shareholders
(134,595)
(159,578)
Net cash used in financing activities
(675,619)
(598,230)
Net increase/(decrease) in cash and cash equivalents
8,514
(889,228)
Cash and cash equivalents at beginning of year
352,494
1,149,482
Effect of foreign exchange rates
31,765
92,240
Cash and cash equivalents at end of year
392,773
352,494
Relating to:
Cash at bank and in hand
396,227
360,106
Bank overdrafts included in creditors payable within one year
(3,454)
(7,612)
Venturi Holdings Limited
Notes to the group financial statements
For the year ended 31 March 2023
15
1
Accounting policies
Company information

Venturi Holdings Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is WPP Manchester Campus, 1st Floor, 1 New Quay Street, Manchester, England, M3 4BN.

 

The group consists of Venturi Holdings Limited and all of its subsidiaries.

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. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
16
1.3
Basis of consolidation

All financial statements are made up to 31 March 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.4
Going concern

The group meets its day-to-day working capital requirements through invoice discounting facilities in the UK, Germany and USA.  The recent rise in inflation and increase in interest rates naturally creates a challenging economic environment with tough trading conditions. Consequently, this can create periods where the availability of cash needs to be tightly managed. The group maintains its cash flow requirements through cashflow projections which are closely monitored and it continues to maintain a strong relationship with its financiers. The groups forecasts for the year ended 31 March 2024 and beyond show that net profit is expected to increase, and the Directors believe that the group can manage its working capital requirements appropriately. 

 

At the time of approving the financial statements, the Directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Revenue represents amounts receivable for the provision of candidates to permanent positions and labour on a contract basis.

 

Revenue from contracts for the provision of professional services is recognised at the time the candidate commences employment for permanent staff. For the provision of temporary staff, revenue is recognised at the point the timesheet is authorised.

1.6
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of subsidiary undertakings represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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.

Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
17

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:

Leasehold land and buildings
Straight line over the life of the lease
Fixtures, fittings and IT
25% straight line
Computers
20% straight line

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 recognised in the income statement.

Fixtures, fittings and IT includes website development costs capitalised.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.10
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.

1.11
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
18
Basic financial assets

Basic financial assets, which include debtors, 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.

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 group 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 group 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group 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 group.

1.13
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 income statement 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
19
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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.

1.14
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.

1.15
Retirement benefits

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

1.16
Share-based payments

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 using the weighted price earnings model. 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.

 

The expense in relation to share options over the parent company's shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company's investment in that subsidiary.

1.17
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 statement of financial position 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 leased asset are consumed.

Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
20
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.

1.19

Invoice discounting

Amounts due in respect of invoice discounting are separately disclosed as creditors due within one year. The company can use these facilities to draw down on a percentage of the value of certain sales invoices. The management and collection of trade debtors remains with the Group.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the group’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.

 

Impairment of investments

Impairment of the investments in Venturi Limited, Venturi Group Inc and Venturi Germany GmbH require management to prepare discounted cash flows which involves making significant judgements and assumptions, including sales growth rates and interest rates. The value of the investments as at 31 March 2023 was £7,068,560 (March 2023: £7,068,560).

 

Goodwill

The useful economic life of purchased goodwill has been estimated as having a useful economic life of 10 years. At each reporting date management assess whether these is any indication that goodwill is impaired. The carrying amount of goodwill is shown in note 12.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Provision of permanent labour
4,197,225
4,118,621
Provision of temporary labour
36,419,862
29,587,989
Other
35,484
49,877
40,652,571
33,756,487
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
3
Turnover and other revenue (continued)
21
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
19,739,801
15,429,711
United States of America
13,431,860
11,517,732
Rest of Europe
7,480,910
6,809,044
40,652,571
33,756,487
2023
2022
£
£
Other revenue
Interest income
301
16
Dividends received
-
(16)
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
22
4
Exceptional item

The financial statements include certain exceptional costs that have been separately disclosed in order to provide a clear understanding of the company’s financial performance.  These exceptional cots relate to significant expenses incurred during the year that are considered to be both unusual in nature and non-recurring.

 

The exceptional costs recognised during the year relate to costs incurred in connection with the following:

i) a refinance amounting to £146,340, moving a term loan and invoice discounting facility of the business to a new provider

ii) a recruitment fee amounting to £33,000 for a board level hire

iii) share issues amounting to £12,665 to retain key staff within the business

iv) visas amounting to £8,340 to retain key staff within the business

 

The exceptional costs have been presented separately in the statement of comprehensive income to ensure transparency and facilitate a better understanding of the underlying operating performance of the company.

 

Management believes that the separate disclosure of exceptional costs provides users of the financial statements with valuable insights into the financial results of the company and enhances comparability with prior periods.

 

It should be noted that the exceptional costs disclosed in this note are distinct from the normal operating expenses incurred by the company in the ordinary course of business.  The normal operating expenses are disclosed separately in the financial statements and are not included in the exceptional costs.

 

The exceptional costs recognised in the financial statements are deemed to be non-recuring in nature, and their inclusion in the income statement is intended to present a more accurate depiction of the company’s ongoing financial performance, excluding the impact of these exceptional items.

 

Management has exercised judgement and applied appropriate professional expertise in determining the classification of costs as exceptional.  The evaluation of costs as exceptional involved an assessment of the underlying circumstances, management’s intent, and the materiality of the expenses incurred.

 

Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
23
5
Operating (loss)/profit
2023
2022
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange (gains)/losses
(35,340)
36,986
Depreciation of owned tangible fixed assets
103,963
43,519
Depreciation of tangible fixed assets held under finance leases
41,144
35,575
Profit on disposal of tangible fixed assets
(174)
-
0
Amortisation of intangible assets
646,318
646,318
(Profit)/loss on disposal of intangible assets
-
0
15,901
Operating lease charges
522,180
143,680
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
6,000
5,000
Audit of the financial statements of the company's subsidiaries
28,925
21,050
34,925
26,050
For other services
Accounts preparation
5,520
5,015
Taxation compliance services
3,205
2,915
8,725
7,930
7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Recruitment consultants
146
63
-
-
Administration staff
26
10
-
-
Total
172
73
-
0
-
0
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
7
Employees (continued)
24

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
6,662,951
4,790,963
-
0
-
0
Social security costs
666,945
508,531
-
0
-
0
Pension costs
137,778
98,239
-
0
-
0
7,467,674
5,397,733
-
0
-
0
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
364,631
320,784
Company pension contributions to defined contribution schemes
838
713
365,469
321,497
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
213,252
183,596

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 2).

9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
174,737
225,734
Interest on finance leases and hire purchase contracts
12,488
8,343
Total finance costs
187,225
234,077
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
25
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
73,646
Adjustments in respect of prior periods
(7,337)
(10,185)
Total UK current tax
(7,337)
63,461
Foreign current tax on profits for the current period
160,998
328,556
Total current tax
153,661
392,017
Deferred tax
Origination and reversal of timing differences
-
0
25,010
Previously unrecognised tax loss, tax credit or timing difference
(9,711)
-
0
Total deferred tax
(9,711)
25,010
Total tax charge
143,950
417,027

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

2023
2022
£
£
(Loss) before taxation
(717,961)
646,252
Expected tax (credit) based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(136,413)
122,788
Tax effect of expenses that are not deductible in determining taxable profit
59,544
2,099
Unutilised tax losses carried forward
71,627
-
0
Adjustments in respect of prior years
(7,337)
(10,185)
Permanent capital allowances in excess of depreciation
(13,780)
-
0
Amortisation on assets not qualifying for tax allowances
122,800
122,800
Other permanent differences
-
0
(44)
Effect of overseas tax rates
47,509
174,975
Deferred tax adjustments in respect of prior years
-
0
3,536
Effect of change in local deferred tax rate
-
0
1,058
Taxation charge
143,950
417,027
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
10
Taxation (continued)
26

The Chancellor confirmed in the Spring Budget on 15 March 2023 that the rate of corporation tax will increase from 19% to 25% from 1 April 2023, as originally planned in the 2021 Budget. From the same date a small companies’ rate of 19% will be introduced for companies’ with profits of £50,000 or less. The main rate applies to companies with profits over £250,000 and marginal relief will apply to for profits in between the thresholds.

11
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
134,595
159,594
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 April 2022 and 31 March 2023
6,463,180
Amortisation and impairment
At 1 April 2022
1,292,636
Amortisation charged for the year
646,318
At 31 March 2023
1,938,954
Carrying amount
At 31 March 2023
4,524,226
At 31 March 2022
5,170,544
The company had no intangible fixed assets at 31 March 2023 or 31 March 2022.
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
27
13
Tangible fixed assets
Group
Leasehold land and buildings
Fixtures, fittings and IT
Computers
Total
£
£
£
£
Cost
At 1 April 2022
118,073
314,835
39,533
472,441
Additions
19,627
51,866
9,412
80,905
Disposals
(6,247)
(48,051)
(1,111)
(55,409)
At 31 March 2023
131,453
318,650
47,834
497,937
Depreciation and impairment
At 1 April 2022
10,368
108,299
11,672
130,339
Depreciation charged in the year
62,557
71,748
10,802
145,107
Eliminated in respect of disposals
(3,892)
(31,895)
-
0
(35,787)
At 31 March 2023
69,033
148,152
22,474
239,659
Carrying amount
At 31 March 2023
62,420
170,498
25,360
258,278
At 31 March 2022
107,705
206,536
27,861
342,102
The company had no tangible fixed assets at 31 March 2023 or 31 March 2022.
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
7,068,560
7,068,560
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2022 and 31 March 2023
7,068,560
Carrying amount
At 31 March 2023
7,068,560
At 31 March 2022
7,068,560
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
28
15
Subsidiaries

Details of the company's subsidiaries at 31 March 2023 are as follows:

Name of undertaking
Address
Nature of business
Class of
shares held
% Held
Direct
Indirect
Venturi Limited
1
Recruitment services
Ordinary
100
0
Venturi Group Inc.
2
Recruitment services
Ordinary
0
90
Venturi Germany GmbH
3
Recruitment services
Ordinary
0
90

Registered office addresses (all UK unless otherwise indicated):

1
WPP Manchester Campus, 1st Floor, 1 New Quay Street, Manchester, England, M3 4BN
2
165 Mercer Street, New York, NY 10012, USA
3
Graf-Adolf-Platz 15, Dusseldorf, 40213
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,697,903
5,590,171
-
0
-
0
Amounts owed by group undertakings
-
-
21,980
14,724
Other debtors
12,289
8,156
11,630
3,900
Prepayments and accrued income
526,970
478,439
6,959
21,463
5,237,162
6,076,766
40,569
40,087
17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
628,466
2,089,601
-
0
1,956,989
Obligations under finance leases
20
90,169
112,819
-
0
-
0
Trade creditors
2,523,181
2,593,072
40,409
24,250
Amounts owed to group undertakings
-
0
-
0
3,409,780
1,427,139
Corporation tax payable
120,612
340,247
-
0
-
0
Other taxation and social security
619,663
292,153
-
-
Deferred income
22
-
0
9,991
-
0
-
0
Other creditors
2,097,168
2,004,725
95,000
150,000
Accruals and deferred income
466,501
600,928
4,000
-
0
6,545,760
8,043,536
3,549,189
3,558,378
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
17
Creditors: amounts falling due within one year (continued)
29

Group

Included within other creditors is net invoice financing facilities of £1,827,437 which are secured against trade debtors.

18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
1,281,229
281,250
-
0
-
0
Obligations under finance leases
20
109,641
171,017
-
0
-
0
1,390,870
452,267
-
-
19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
1,906,241
2,363,239
-
0
1,956,989
Bank overdrafts
3,454
7,612
-
0
-
0
1,909,695
2,370,851
-
1,956,989
Payable within one year
628,466
2,089,601
-
0
1,956,989
Payable after one year
1,281,229
281,250
-
0
-
0

National Westminster Bank PLC has a fixed and floating charge over the assets of the company dated 26 May 2020.

 

Close Brothers Limited has a fixed and floating charge over all of the assets of the company dated 16 June 2022

 

Group

There is a fixed and floating charge over the assets of the company in favour of National Westminster Bank PLC dated 27 May 2020.

 

There is a fixed and floating charge over the assets of the company in favour of Close Brothers Limited dated 16 June 2022.

Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
30
20
Finance lease obligations
Group
Company
2023
2022
2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
90,169
112,819
-
0
-
0
In two to five years
109,641
171,017
-
0
-
0
199,810
283,836
-
-
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
42,955
50,830
Pensions payable
(5,471)
(3,635)
37,484
47,195
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 April 2022
47,195
-
Credit to profit or loss
(9,711)
-
Liability at 31 March 2023
37,484
-

£5,471 of the deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances and pension provisions that are expected to mature within the same period.

22
Deferred income
Group
Company
2023
2022
2023
2022
£
£
£
£
Other deferred income
-
9,991
-
-
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
31
23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
137,778
98,239

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The outstanding amount included in creditors for pension contributions as at 31 March 2023 amounted to £21,882

24
Share-based payment transactions
Group
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 April 2022
1,999
1,999
0.01
0.01
Granted
100
-
0.01
-
Outstanding at 31 March 2023
2,099
1,999
0.01
0.01
Exercisable at 31 March 2023
-
-
-
-

 

The existing options outstanding at 31 March 2023 had an exercise price of £0.01 and a remaining contractual life of 9 years.

 

100 share options were granted during the year and had an exercise price of £0.01 and a remaining contractual life of 10 years.

The company valued the granted options using a weighted price earnings model with a suitable discount applied to reflect the number of shares granted. The method used was selected as it was considered the most appropriate model to value a trading company.

 

The company recognised total expenses of £nil related to equity settled share based payment transactions during the period as the directors consider the charge to be immaterial.

25
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
291,000
291,000
2,910
2,910
Ordinary C shares of 1p each
102,243
102,243
1,022
1,022
Ordinary F shares of 1p each
100
100
1
1
393,343
393,343
3,933
3,933
Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
25
Share capital (continued)
32

Each Ordinary A and C shares carry one vote, are entitled to dividends or other distributions, entitled to distributions arising from the winding up of the company and are non-redeemable.

 

F Ordinary shares are not entitled to participate in dividends or other distributions, they carry no voting rights and the holders are entitled pro rata to their holdings, a sum equal to 3% of the sum of the proceeds of a sale in excess of £10,000,001.

26
Share premium account

The share premium account relates to amounts paid in excess of the nominal value of the share capital.

27
Profit and loss reserves

Retained earnings relates to accumulated profits and losses, less dividends paid.

28
Operating lease commitments
Lessee

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

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
484,508
424,306
-
-
Between two and five years
134,479
717,909
-
-
618,987
1,142,215
-
-
29
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£
£
Aggregate compensation
404,076
424,687
30
Controlling party

The ultimate controlling party of the company and group is Bradley Lamb.

Venturi Holdings Limited
Notes to the group financial statements (continued)
For the year ended 31 March 2023
33
31
Directors' transactions

Dividends totalling £134,595 (2022: £159,594) were paid in the year in respect of shares held by the company's directors.

 

As at 31 March 2023 amounts owed to the directors amounted to £495,000 (2022: £150,000). The amounts are interest free and repayable on demand. Amounts repaid in the year totalled £95,000.

 

As at 31 March 2023 amounts owed by the directors amounted to £1,026 (2022: £1,025). The amounts are interest free and repayable on demand. No amounts have been repaid in the year.

32
Cash generated from group operations
2023
2022
£
£
(Loss)/profit for the year after tax
(861,911)
229,225
Adjustments for:
Taxation charged
143,950
417,027
Finance costs
187,225
234,077
Investment income
(301)
-
0
Gain on disposal of tangible fixed assets
(174)
-
(Gain)/loss on disposal of intangible assets
-
0
15,901
Amortisation and impairment of intangible assets
646,318
646,318
Depreciation and impairment of tangible fixed assets
145,107
79,094
Movements in working capital:
Decrease/(increase) in debtors
839,604
(2,384,082)
Increase in creditors
215,635
1,310,931
(Decrease)/increase in deferred income
(9,991)
9,991
Cash generated from operations
1,305,462
558,482
33
Analysis of changes in net debt - group
1 April 2022
Cash flows
31 March 2023
£
£
£
Cash at bank and in hand
360,106
36,121
396,227
Bank overdrafts
(7,612)
4,158
(3,454)
352,494
40,279
392,773
Borrowings excluding overdrafts
(2,363,239)
456,998
(1,906,241)
Obligations under finance leases
(283,836)
84,026
(199,810)
(2,294,581)
581,303
(1,713,278)
2023-03-312022-04-01falseCCH SoftwareCCH Accounts Production 2023.100Bradley LambSheena LambMichael 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