Company Registration No. 06920794 (England and Wales)
Venturi Limited
Annual report and financial statements
for the year ended 31 March 2023
Venturi Limited
Company information
Director
Bradley Lamb
Company number
06920794
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 Limited
Contents
Page
Strategic report
1 - 2
Director's report
3
Director's responsibilities statement
4
Independent auditor's report
5 - 7
Statement of income and retained earnings
8
Balance sheet
9
Notes to the financial statements
10 - 24
Venturi Limited
Strategic report
For the year ended 31 March 2023
1

The director presents the strategic report for the year ended 31 March 2023.

Review of the business

The principal activity of the company 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 £19.7m (2022: £21.3m), Gross profit for the year of £3.9m (2022: £5.7m) and a loss before tax for the year of £484k (2022: £747k).

The Company balance sheet shows a reduction of net assets 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 director considers that the company 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 director believes 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 company’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 company’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 company oversees all facets of its cash needs to ensure ample liquid resources for meeting operational requirements. The company 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.

 

I.T. System Failure Risk

The company is heavily dependent on its I.T. Systems and database. To mitigate this risk, the director has 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.

Venturi Limited
Strategic report (continued)
For the year ended 31 March 2023
2
Principal risks and uncertainties (continued)

Reduction in Business Activity

The company, 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 director is 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 decreased by 8% in the year and gross profit has decreased by 32%, this is as a result of the decline in general economic conditions. 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 the recruitment company most known for improving the recruitment experience within the tech sector.

 

Other information and explanations

Exceptional costs of circa £128k 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 Limited
Director's report
For the year ended 31 March 2023
3

The director presents his annual report and financial statements for the year ended 31 March 2023.

Principal activities

The principal activity of the company continued to be 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 £274,650. The director does not recommend payment of a further dividend.

Director

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

Bradley Lamb
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 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
Bradley Lamb
Director
13 February 2024
Venturi Limited
Director's responsibilities statement
For the year ended 31 March 2023
4

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

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

 

Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

 

 

The director is 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. He is 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.

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

We have audited the financial statements of Venturi Limited (the 'company') for the year ended 31 March 2023 which comprise the statement of income and retained earnings, the balance sheet 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.

Material Uncertainty in Relation to Going Concern

We draw attention to note 1.2 in the financial statements which describes the company's financing of working capital. As stated in note 1.2, these events or conditions, along with the other matters as set forth in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company'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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

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

Other information

The director is 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 Limited
Independent auditor's report (continued)
To the members of Venturi Limited
6

Opinions on other matters prescribed by the Companies Act 2006

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

 

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 director's report.

 

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

 

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has 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.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the director, 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 company by discussions with director and by updating our understanding of the sector in which the company operates.

 

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

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

 

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 financial statement disclosures. We reviewed the 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 company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

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.

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.

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 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.

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 Limited
Statement of income and retained earnings
For the year ended 31 March 2023
8
2023
2022
Notes
£
£
Turnover
3
19,704,317
21,315,935
Cost of sales
(15,787,816)
(15,595,220)
Gross profit
3,916,501
5,720,715
Administrative expenses
(4,136,735)
(4,955,776)
Exceptional items
4
(128,090)
-
0
Operating (loss)/profit
5
(348,324)
764,939
Interest receivable and similar income
283
4
Interest payable and similar expenses
8
(135,568)
(18,229)
(Loss)/profit before taxation
(483,609)
746,714
Tax on (loss)/profit
9
17,048
(84,935)
(Loss)/profit for the financial year
(466,561)
661,779
Retained earnings brought forward
1,053,511
831,326
Dividends
10
(274,650)
(439,594)
Retained earnings carried forward
312,300
1,053,511

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

Venturi Limited
Balance sheet
As at 31 March 2023
9
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
11
185,223
216,815
Investments
12
22,157
22,157
207,380
238,972
Current assets
Debtors
14
6,345,436
5,325,640
Cash at bank and in hand
80,012
70,791
6,425,448
5,396,431
Creditors: amounts falling due within one year
15
(4,947,526)
(4,152,990)
Net current assets
1,477,922
1,243,441
Total assets less current liabilities
1,685,302
1,482,413
Creditors: amounts falling due after more than one year
16
(1,335,318)
(381,507)
Provisions for liabilities
Deferred tax liability
19
37,484
47,195
(37,484)
(47,195)
Net assets
312,500
1,053,711
Capital and reserves
Called up share capital
22
200
200
Profit and loss reserves
24
312,300
1,053,511
Total equity
312,500
1,053,711
The financial statements were approved and signed by the director and authorised for issue on 13 February 2024.
13 February 2024
Bradley Lamb
Director
Company Registration No. 06920794
Venturi Limited
Notes to the financial statements
For the year ended 31 March 2023
10
1
Accounting policies
Company information

Venturi Limited 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.

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.

This 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:

 

 

The financial statements of the company are consolidated in the financial statements of Venturi Holdings Limited. These consolidated financial statements are available from its registered office, WPP Manchester Campus, 1st Floor, 1 New Quay Street, Manchester, England, M3 4BN.

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Venturi Limited is a wholly owned subsidiary of Venturi Holdings Limited and the results of Venturi Limited are included in the consolidated financial statements of Venturi Holdings Limited which are available from WPP Manchester Campus, 1st Floor, 1 New Quay Street, Manchester, England, M3 4BN.

Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
11
1.2
Going concern

The company meets its day-to-day working capital requirements through invoice discounting facilities. 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 company maintains its cash flow requirements through cashflow projections which are closely monitored and it continues to maintain a strong relationship with its financiers. The companies forecasts for the year ended 31 March 2024 and beyond show that net profit is expected to increase, and the Director believes that the company can manage its working capital requirements appropriately. 

 

At the time of approving the financial statements, the Director has a reasonable expectation that the company 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.

1.3
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.

1.4
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:

Leasehold land and buildings
Straight line over the life of the lease (2 years)
Fixtures, fittings and IT
25% 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 credited or charged to profit or loss.

Fixtures, fittings and IT includes website development costs capitalised.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
12
1.7
Cash and cash equivalents

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.8
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, 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.

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.

Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
13
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.

1.9
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.

1.10
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.

Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
14
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.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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.

1.12
Retirement benefits

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

1.13
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.

1.14
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 leased asset are consumed.

Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
1
Accounting policies (continued)
15
1.15
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.

1.16

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 company.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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 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 £22,157 (March 2023: £22,157).

3
Turnover and other revenue

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

2023
2022
£
£
Turnover analysed by class of business
Provision of permanent labour
1,418,723
3,011,038
Provision of temporary labour
18,285,594
18,304,897
19,704,317
21,315,935
2023
2022
£
£
Other revenue
Interest income
283
4
Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
16
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 costs 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 £95,090 to move 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

 

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-recurring 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.

 

5
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging:
£
£
Exchange losses
2,174
36,986
Fees payable to the company's auditor for the audit of the company's financial statements
34,925
26,050
Depreciation of owned tangible fixed assets
42,174
30,860
Depreciation of tangible fixed assets held under finance leases
41,144
35,575
Loss on disposal of tangible fixed assets
3,718
-
0
(Profit)/loss on disposal of intangible assets
-
0
15,901
Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
17
6
Employees

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

2023
2022
Number
Number
Recruitment consultants
51
46
Administration staff
16
10
Total
67
56

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
3,581,761
3,127,569
Social security costs
443,507
380,128
Pension costs
101,861
79,256
4,127,129
3,586,953
7
Director's remuneration
2023
2022
£
£
Remuneration for qualifying services
31,258
31,197
Company pension contributions to defined contribution schemes
838
713
32,096
31,910

The number of directors for whom retirement benefits are accruing under defined benefit schemes amounted to 1 (2022 - 1).

8
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
123,080
9,886
Interest on finance leases and hire purchase contracts
12,488
8,343
135,568
18,229
Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
18
9
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 current tax
(7,337)
63,461
Deferred tax
Origination and reversal of timing differences
-
0
21,474
Previously unrecognised tax loss, tax credit or timing difference
(9,711)
-
0
Total deferred tax
(9,711)
21,474
Tax Credit
(17,048)
84,935

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

2023
2022
£
£
Loss before taxation
(483,609)
746,714
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(91,886)
141,876
Tax effect of expenses that are not deductible in determining taxable profit
24,328
2,099
Unutilised tax losses carried forward
71,627
-
0
Adjustments in respect of prior years
(7,337)
-
0
Group relief
-
0
(49,869)
Permanent capital allowances in excess of depreciation
(13,780)
-
0
Other permanent differences
-
0
(44)
Under/(over) provided in prior years
-
0
(10,185)
Effect of change in local deferred tax rate
-
0
1,058
Taxation (credit)/charge for the year
(17,048)
84,935

Factors that may affect future tax charges

With effect from 1 April 2023 the rate of corporation tax increased from 19% to 25%. From the same date a small companies rate of 19% was introduced for companies with profits of £50,000 or less. The main rate of 25% applies to companies with profits over £250,000 and marginal relief applies for profit between the thresholds. The corporation tax liabilities within the financial statements are calculated using these rates.

Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
19
10
Dividends
2023
2022
£
£
Final paid
274,650
439,594
11
Tangible fixed assets
Leasehold land and buildings
Fixtures, fittings and IT
Total
£
£
£
Cost
At 1 April 2022
14,997
314,835
329,832
Additions
16,016
51,866
67,882
Disposals
-
0
(48,051)
(48,051)
At 31 March 2023
31,013
318,650
349,663
Depreciation and impairment
At 1 April 2022
4,718
108,299
113,017
Depreciation charged in the year
11,570
71,748
83,318
Eliminated in respect of disposals
-
0
(31,895)
(31,895)
At 31 March 2023
16,288
148,152
164,440
Carrying amount
At 31 March 2023
14,725
170,498
185,223
At 31 March 2022
10,279
206,536
216,815

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

2023
2022
£
£
Plant and machinery
113,884
136,758
12
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
13
22,157
22,157
13
Subsidiaries

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

Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
13
Subsidiaries (continued)
20
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Venturi Group Inc.
1
Ordinary
90
-
Venturi GmbH
2
Ordinary
90
-

Registered office addresses (all UK unless otherwise indicated):

1
165 Mercer Street, New York, NY 10012, USA
2
Signature Heinrich Heine, Room 421, Breite Strasse 3, Düsseldorf, 40213, Germany

The results of the above companies are consolidated into the financial statements of Venturi Holdings Limited.

14
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
2,310,840
3,226,539
Amounts owed by group undertakings
3,742,214
1,767,645
Prepayments and accrued income
292,382
331,456
6,345,436
5,325,640
15
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
17
625,012
125,000
Obligations under finance leases
18
70,562
94,360
Trade creditors
1,474,327
1,984,936
Amounts owed to group undertakings
719,334
-
0
Corporation tax
19,758
75,819
Other taxation and social security
556,337
255,792
Other creditors
1,266,371
1,198,707
Accruals and deferred income
215,825
418,376
4,947,526
4,152,990

There is a fixed and floating charge over the assets of the company in favour of Sonovate Limited dated 8 June 2018 which was satisfied during the year.

 

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 Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
15
Creditors: amounts falling due within one year (continued)
21

Included within other creditors is net invoice financing facilities of £836,857 (2022: £1,171,644) which are secured against trade debtors.

16
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
17
1,281,229
281,250
Obligations under finance leases
18
54,089
100,257
1,335,318
381,507
17
Loans and overdrafts
2023
2022
£
£
Bank loans
1,906,241
406,250
Payable within one year
625,012
125,000
Payable after one year
1,281,229
281,250
18
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£
£
Within one year
70,562
94,360
In two to five years
54,089
100,257
124,651
194,617
Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
22
19
Deferred taxation

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

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
42,955
50,830
Short term timing differences
(5,471)
(3,635)
37,484
47,195
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

The short term timing differences of £5,471 is expected to reverse within 12 months and relates to timing differences that are expected to mature within the same period.

20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
101,861
79,256

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.

 

The outstanding amount included in creditors for pension contributions as at 31 March 2023 amounted to £21,822 (2022: £15,463).

Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
23
21
Share-based payment transactions
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
0.01
-
0
Outstanding at 31 March 2023
2,099
1,999
-
0
-
Exercisable at 31 March 2023
-
0
-
0
-
0
-
0

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.

Liabilities and expenses

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.

22
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of £1 each
100
100
100
100
B ordinary shares of £1 each
50
50
50
50
C ordinary shares of £1 each
25
25
25
25
D ordinary shares of £1 each
25
25
25
25
200
200
200
200

All classes of shares have rights pari-passu with the other classes of shares.

Venturi Limited
Notes to the financial statements (continued)
For the year ended 31 March 2023
24
23
Operating lease commitments

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:

2023
2022
£
£
Within one year
73,421
155,275
Between two and five years
-
0
238,909
73,421
394,184
24
Reserves
Profit and loss reserves

Retained earnings represents accumulated profits less dividends paid.

25
Ultimate controlling party

Venturi Holdings Limited is the immediate and ultimate parent undertaking. Venturi Holdings Limited is the largest and smallest group in which Venturi Limited is a member and for which consolidated financial statements are prepared and publicly available. A copy of the group financial statements can be obtained from WPP Manchester Campus, 1st Floor, 1 New Quay Street, Manchester, England, M3 4BN.

 

The company's ultimate controlling party is Bradley Lamb, a director and majority shareholder of Venturi Holdings Limited.

 

26
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

 

As at 31 March 2023 amounts owed to the director amounted to £400,000 (2022: £nil). The amounts are interest free and repayable on demand. There have been no repayments during the year.

 

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