Company Registration No. 07344381 (England and Wales)
VENSYN GROUP LIMITED
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
VENSYN GROUP LIMITED
COMPANY INFORMATION
Directors
Mr G Andrew
Mr M Warren
Mr A Groom
Company number
07344381
Registered office
1 Bickenhall Mansions
Bickenhall Street
London
W1U 6BP
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Business address
6 St Cross Street
London
EC1N 8UB
VENSYN GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Energy and carbon report
6 - 7
Independent auditor's report
8 - 11
Group Income statement
12
Group statement of comprehensive income
13
Group statement of financial position
14
Company statement of financial position
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 38
VENSYN GROUP LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 1 -

The directors present the strategic report for the year ended 31 May 2024.

Fair review of the business

The principal activities of the group during the year were those of work place design and consultancy, fitting out offices and retailing office furniture.

 

The performance for the year was in line with expectations. Although the group's turnover was lower than in 2023 by 5.4%, it was still 33% higher when compared to 2022. Similarly profit before tax did not reach the level recorded in 2023, however the company PBT was still 153% higher when compared to 2022.

 

 

 

2024

2023

2022

 

 

 

 

Turnover (£m)

151.04

159.66

113.57

Profit before taxation (£m)

12.72

13.97

5.03

Profit before tax margin (%)

8.4%

8.8%

4.4%

 

 

Cash management remained a key focus with the group quick and current ratio improving on last year stats. Debtor days decreased to 28 days which is in line with expectation and the KPI stats prior to 2023. Creditors days remained high due to the timing of the year end suppliers payment run, which was paid in early June

 

 

 

 

2024

2023

2022

 

 

 

 

Quick ratio

1.29

1.17

1.13

Current ratio

1.32

1.20

1.16

Debtor days

28

46

29

Creditors days

50

49

49

 

The group generated cash of £10.9m (2023: £14.4m) from operating activities during the year. The group has made loans to group companies of £3.9m (2023: £Nil) and paid dividends of £6.2m (2023: £11.1m) during the year and had cash at bank at the reporting date of £19.7m (2023: £20.8m).

 

The directors are satisfied with these results.

 

 

RIDDOR Reportable incidents

2024

2023

2022

 

 

 

 

Employees

0

0

0

Subcontractors

Third party

0

0

0

1

0

0

 

Our success and positive market reputation is built on our core business values of delighting clients, having a happy team and reaching our financial objectives. This has allowed us to further invest in the business during the year by attracting and retaining ‘best in class’ talent, and development of our business systems.

 

VENSYN GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 2 -
Principal risks and uncertainties

Operating and market risk

The group operates in a sector that is linked to the health of the wider economy. In particular, its performance depends predominantly on commercial property development in London and the South East. A slowdown in this activity would have an impact on the group. However, even in a suppressed property market the expansion and contraction of individual UK businesses creates potential opportunities for the group. The group's historic and future success has and will come from working to meet the goals and objectives of our clients. The group is constantly seeking to widen the number and range of new clients it works for to reduce its exposure to any one individual client or sector in the future.

 

Personnel risk

The group's continued success is dependent upon the skill and experience of its employees in maintaining existing clients, and winning and delivering key contracts. The group places great emphasis on the provision of support, training and welfare of its staff in order to maintain motivation, career satisfaction and loyalty.

 

Liquidity risk

The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group expects to meet its financial obligations through operating cash flows. Cash flow is monitored at an individual project level. In the event that the operating cash flows would not cover all the financial obligations, this would be forecast and the group would arrange additional credit facilities.

 

Customer credit exposure

The group is at risk to the extent that a customer may be unable to pay the amounts owed to the group. This risk is managed by the policies and procedures in place both pre and post contract as well as the strong on-going customer relationships.

Section 172(1) statement

This statement sets out how the Group complies with the requirements of Section 172 Companies Act 2006, by considering the Group’s purpose and values together with its strategic priorities. The Group has a detailed process in place for decision making by the Board.

 

The Directors delegate authority for all day-to-day management of the Group's affairs to the Management Team, they are committed to maintaining constructive dialogue with the directors and shareholders, engaging regularly to understand their perspectives and ensure these are considered during decision making.

 

The Directors' primary responsibility is to promote the long-term success of the Group by creating and delivering sustainable shareholder value as well as contributing to wider society. The directors, along with key personnel, annually review the budget and monitor the implementation throughout the year using detailed reports on operating and financial performance. There are considerations to external factors such as the economic, political and market conditions. They take the reputation of the Group seriously which is not limited to operating and financial performance and have committed to diversity and inclusivity across its workforce.

 

Impact Report

The group has prepared an Impact Report that covers various aspects of the group's business including key figures in the group's people and main initiatives, its impact on the planet and steps to minimise that impact, corporate governance and how the group support and work with communities and charitable organisations. The complete Impact Report will be made available on the group’s website in due course.

 

VENSYN GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 3 -
Other performance indicators

The group reviews a range of financial and non-financial KPI on a regular basis covering the whole customer lifecycle: from activity based around business development, sales, design, programme management, through to client feedback gained through both delivery stage and post occupancy surveys. Real time information on project level cash flow and profitability is monitored constantly against pre-determined benchmarks to allow management the tools required to manage the business effectively and deliver substantial shareholder value.

 

Team members are reviewed quarterly against measures for aptitude as well as attitude, as determined by line managers. These measures have been designed to support the core values of the group.

 

The group has successfully been recertified to ISO 14001: 2015, ISO 9001: 2015 and ISO 45001: 2018 standards.  The ISO 14001 is a standard to support organisations create an effective Environmental Management System, allowing the group to benchmark its current environmental performance and set out ways to improve it. ISO 9001 is a globally recognised Quality Management System, which is integral to our continued focus on improving the quality and consistency of service we offer to our clients. ISO 45001 is an international standard which specifies requirements for an occupational health and safety management system and guidance for its use, enabling the group to proactively improve its operational health and safety performance.

 

In addition, we have introduced an energy management system. This system, successfully accredited to ISO 50001 stages 1 and 2, monitors and reduces our energy emissions.

 

The group recognises its duties under the Health and Safety at Work Act 1974 and its stated policy of providing safe conditions of work for all employees, self-employed individuals and subcontractors.

 

The directors would like to thank all members of the Vensyn Group Limited team for their hard work, loyalty, dedication and energy during 2023-24.

 

On behalf of the board

Mr M Warren
Director
3 September 2024
VENSYN GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 May 2024.

Principal activities

The principal activities of the company and group during the year were those of work place design and consultancy, fitting out offices and retailing office furniture.

Directors

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

Mr G Andrew
Mr M Warren
Mr A Groom
Results and dividends

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £5,934,405 (2023: £10,798,238). Further interim dividends of £Nil (2023: £2,476,088) have been paid after the year end.

Financial risk management

Our investment in our bespoke business software allows the management team to constantly monitor the debtors and creditors to ensure that payment terms are adhered to. Dun and Bradstreet Credit reports are carried out on all potential clients to reduce the risk of bad debts. Major projects are undertaken through JCT (industry standard) contracts with fixed payment terms or regular valuations. Accrued and deferred income within the final accounts will be related to these signed contract terms and conditions. Creditors provisions in the year end accounts also reflect the cost of sales against the accrued income from JCT contracts.

 

Engagement with suppliers and customers

We pride ourselves with having strong supplier relationships which allows us to price competitively and also enables the group to agree supplier payment terms in line with client payment terms, so cashflow risk is mitigated. Our Supplier Code of Conduct reflects the company's ongoing focus on delivering operational resilience and meeting our Environmental, Social and Governance objectives, as well as improving performance throughout the supply chain

 

Delighting customers is one of our main business values. Client satisfaction and retention are key factors of our success and positive market reputation. This is achieved through building close relationship with clients from the very beginning of the project, where client needs and requirements are put at the very centre of our solution.

 

Increased levels of inflation

The group's projects typically run for 3 to 4 months which significantly reduces the entity's exposure to the risks associated with inflation. Normally on projects procurement is done at the beginning of the work, which mitigates further the inflation risk.

Future developments

Although we still expect healthy competition in 2024-25 we are optimistic about the market. As a result of the continued inward investment, focus on our clients’ business outcomes, staff retention and attraction of best talent we believe the business is well placed for another successful trading year.

 

We have a very clear, 5 year strategic plan for the group, which will guide and drive the business growth. This will be achieved through expansion of our ever growing, loyal client base as well as other innovative business activities.

VENSYN GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 5 -
Statement of directors' responsibilities

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

 

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

Statement of disclosure to auditor

As 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.

Going concern

The group remains profitable. The directors are confident, following a review of the group's cash flow projections over the next twelve months that the group has sufficient resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the group's financial statements.

 

On behalf of the board
Mr M Warren
Director
3 September 2024
VENSYN GROUP LIMITED
ENERGY AND CARBON REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 6 -

The information and data results provided below have been produced in a format which meet the mandatory requirements for Streamlined Energy and Carbon Reporting (SECR). Under the Companies (Directors’ report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 we are required to disclose our UK energy use and associated greenhouse gas (GHG) emissions. Specifically, we are required to report these GHG emissions relating to natural gas, electricity and transport fuel, as well as an intensification ratio under the regulations.

Methodology

This report has been compiled in accordance with the requirements set out in the HM Government document – Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance March 2019 and utilising the UK Government GHG conversion factors for company reporting, June 2023.

The above was in conjunction to the ESOS methodology (Energy Savings Opportunity Scheme version 7, February 2021). To assume that we achieve and deliver effective emissions control and management, we are utilizing recognized and robust methods. Accordingly, whilst no prescribed methodology is detailed in the regulations, we collect our data sets annually, and measure and calculate our carbon footprint using the relevant conversion factors issued by the Green House Gas Protocol

The Streamlined Energy and Carbon Reporting included in this report covers the year ended 31 May 2024.

Results

 

Year ended 31 May 2024

Year ended 31 May 2023

(As amended)

Scope

Usage

Emissions (Kg CO2e)

Usage

Emissions (tCO2e)

Scope 1 – natural gas (KWh)

Scope 1 - natural gas (m3)

 

14,150.6m3

 

28.8

 

80,147.5KWh

2,924 m3

20.5

Scope 2 – electricity (location based)

174,306.7KWh

2.0

204,975.9KWh

8.9

Scope 3 – business travel

565,046.6km

81.5

681,204.9km

92.2

Total

 

112.3

 

121.6

 

 

Year ended 31 May 2024

Year ended 31 May 2023

(As amended)

Intensity ratio

Emissions (tCO2e)

Emissions (tCO2e)

Tonnes of CO2e per £m revenue

7.43

7.62

Tonnes of CO2e per full time headcount

0.5

0.6

 

Energy efficiency measures

We remain steadfast in our commitment to reducing energy consumption and enhancing energy efficiency across the group wherever feasible. We recognise that climate change is a global threat, and in response, we have implemented a climate risk matrix to evaluate its impact on our business and all stakeholders.

Acknowledging our responsibility and accountability in reducing greenhouse gas emissions within our operations and community, we have introduced an energy management system. This system, successfully accredited to ISO 50001 stages 1 and 2, monitors and reduces our energy emissions.

In addition, our commitment to decarbonising our operations aligns with our mission to be a socially responsible and purpose-driven business. To further this commitment, we have established a dedicated Sustainability department tasked with creating an ESG strategy to identify and achieve key objectives. To lead these efforts, we have appointed a Head of Sustainability and Compliance and a Sustainability Coordinator. They will continue to drive our strategy, supporting our project teams and clients in their sustainability processes, and report directly to the group’s directors.

 

VENSYN GROUP LIMITED
ENERGY AND CARBON REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 7 -

Examples of the projects and initiatives undertaken by the group are:

Supply Chain Partners:

All our supply chain partners undergo a rigorous vetting process to ensure full compliance with health and safety standards, corporate governance, and social and environmental responsibility. This compliance is verified through relevant documentation and a pre-qualification questionnaire. The questionnaire undergoes several approval stages, starting with Health & Safety, followed by Commercial and Procurement, Sustainability, Finance, and finally, the group’s COO signs off all new supply chain partners. Additionally, where practically possible, we influence our procurement choices for our clients to provide value for money, reduce the consumption of primary resources, utilize materials with lower environmental impact, and align our clients' goals with ours.

Training:

We ensure our teams have access to sustainability education from both internal and external sources, enabling them to lead their projects through the sustainability process for the entire project lifecycle. This includes certifications such as BREEAM, SKA, Fitwel, WELL, and the new addition of Nabers. Our goal is to integrate sustainability into our DNA, making it a default aspect of our design process.

Sustainable Material Library:

We regularly introduce sustainable products into our libraries and educate our teams on the benefits of future-thinking products, techniques, and technologies. This approach aims to create a robust resource for sustainable materials.

Technology:

We utilise 3D laser scan technology to promote forward-thinking, validate information, efficiency, and sustainability practices across the business. This technology helps reduce material waste and maximize space utilization and time.

VENSYN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VENSYN GROUP LIMITED
- 8 -
Opinion

We have audited the financial statements of Vensyn Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2024 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 a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

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

 

We have nothing to report in this regard.

VENSYN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VENSYN GROUP LIMITED
- 9 -

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 its 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 where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 5, 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 group's and 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 group or 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

VENSYN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VENSYN GROUP LIMITED
- 10 -
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

 

 

 

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

 

VENSYN GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VENSYN GROUP LIMITED
- 11 -

 

 

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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 for no purpose other than to draw to the attention of the company’s members those matters which we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and company’s members as a body, for our work, for this report, or for the opinions we have formed.

Guy Richardson (Senior Statutory Auditor)
For and on behalf of Moore Kingston Smith LLP, Statutory Auditor
4 September 2024
6th Floor
9 Appold Street
London
EC2A 2AP
VENSYN GROUP LIMITED
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 MAY 2024
- 12 -
2024
2023
Notes
£
£
Turnover
3
151,043,154
159,660,788
Cost of sales
(103,057,266)
(112,751,758)
Gross profit
47,985,888
46,909,030
Direct costs
(24,564,723)
(26,609,043)
Administrative expenses
(11,393,782)
(6,551,069)
Other operating income
74,943
96,544
Operating profit
4
12,102,326
13,845,462
Interest receivable and similar income
8
613,535
118,957
Amounts written off investments
9
-
4,624
Profit before taxation
12,715,861
13,969,043
Tax on profit
10
(2,686,295)
(1,492,259)
Profit for the financial year
10,029,566
12,476,784
Profit for the financial year is attributable to:
- Owners of the parent company
9,425,617
12,012,804
- Non-controlling interests
603,949
463,980
10,029,566
12,476,784

 

VENSYN GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024
- 13 -
2024
2023
£
£
Profit for the year
10,029,566
12,476,784
Other comprehensive income
-
-
Total comprehensive income for the year
10,029,566
12,476,784
Total comprehensive income for the year is attributable to:
- Owners of the parent company
9,425,617
12,012,804
- Non-controlling interests
603,949
463,980
10,029,566
12,476,784
VENSYN GROUP LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2024
31 May 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
711,107
617,386
Current assets
Stocks
16
1,301,550
1,234,449
Debtors
17
26,381,033
30,320,533
Cash and cash equivalents
19,745,490
20,804,692
47,428,073
52,359,674
Creditors: amounts falling due within one year
18
(35,887,066)
(43,711,255)
Net current assets
11,541,007
8,648,419
Total assets less current liabilities
12,252,114
9,265,805
Provisions for liabilities
19
(5,648)
(22,741)
Deferred income
(3,377,629)
(4,078,761)
Net assets
8,868,837
5,164,303
Capital and reserves
Called up share capital
21
107
107
Share premium account
360,398
360,398
Capital redemption reserve
1
1
Profit and loss reserves
7,987,325
4,496,113
Equity attributable to owners of Vensyn Group Limited
8,347,831
4,856,619
Non-controlling interests
521,006
307,684
Shareholders' funds
8,868,837
5,164,303
The financial statements were approved by the board of directors and authorised for issue on 3 September 2024 and are signed on its behalf by:
03 September 2024
Mr M Warren
Director
VENSYN GROUP LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2024
31 May 2024
- 15 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
251
805
Investments
14
1,525,815
1,525,815
1,526,066
1,526,620
Current assets
Debtors
17
3,190,291
171,084
Cash at bank and in hand
234,821
376,589
3,425,112
547,673
Creditors: amounts falling due within one year
18
(95,235)
(193,597)
Net current assets
3,329,877
354,076
Net assets
4,855,943
1,880,696
Capital and reserves
Called up share capital
21
107
107
Share premium account
360,398
360,398
Capital redemption reserve
1
1
Profit and loss reserves
4,495,437
1,520,190
Total equity
4,855,943
1,880,696

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 £8,909,652 (2023 - £10,704,907 profit).

The financial statements were approved by the board of directors and authorised for issue on 3 September 2024 and are signed on its behalf by:
03 September 2024
Mr M Warren
Director
Company registration number 07344381 (England and Wales)
VENSYN GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 16 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
Balance at 1 June 2022
107
360,398
1
3,281,547
3,642,053
185,628
3,827,681
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
-
-
12,012,804
12,012,804
463,980
12,476,784
Dividends
11
-
-
-
(10,798,238)
(10,798,238)
(341,924)
(11,140,162)
Balance at 31 May 2023
107
360,398
1
4,496,113
4,856,619
307,684
5,164,303
Year ended 31 May 2024:
Profit and total comprehensive income for the year
-
-
-
9,425,617
9,425,617
603,949
10,029,566
Dividends
11
-
-
-
(5,934,405)
(5,934,405)
(390,627)
(6,325,032)
Balance at 31 May 2024
107
360,398
1
7,987,325
8,347,831
521,006
8,868,837
VENSYN GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 17 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 June 2022
107
360,398
1
1,613,521
1,974,027
Year ended 31 May 2023:
Profit and total comprehensive income for the year
-
-
-
10,704,907
10,704,907
Dividends
11
-
-
-
(10,798,238)
(10,798,238)
Balance at 31 May 2023
107
360,398
1
1,520,190
1,880,696
Year ended 31 May 2024:
Profit and total comprehensive income for the year
-
-
-
8,909,652
8,909,652
Dividends
11
-
-
-
(5,934,405)
(5,934,405)
Balance at 31 May 2024
107
360,398
1
4,495,437
4,855,943
VENSYN GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024
- 18 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
10,952,752
14,358,440
Income taxes paid
(1,884,325)
(1,715,252)
Net cash inflow from operating activities
9,068,427
12,643,188
Investing activities
Cash outflow on disposal of controlling interest in subsidiary
-
(167,993)
Purchase of tangible fixed assets
(453,801)
(185,820)
Proceeds on disposal of tangible fixed assets
7,669
-
Loans to parent company
(3,970,000)
-
Disposal of associates
-
50,000
Interest received
613,535
118,957
Net cash used in investing activities
(3,802,597)
(184,856)
Financing activities
Dividends paid to equity shareholders
(5,934,405)
(10,798,238)
Dividends paid to non-controlling interests
(390,627)
(341,924)
Net cash used in financing activities
(6,325,032)
(11,140,162)
Net (decrease)/increase in cash and cash equivalents
(1,059,202)
1,318,170
Cash and cash equivalents at beginning of year
20,804,692
19,486,522
Cash and cash equivalents at end of year
19,745,490
20,804,692
VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
- 19 -
1
Accounting policies
Company information

Vensyn Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Bickenhall Mansions, Bickenhall Street, London, W1U 6BP.

 

The group consists of Vensyn Group 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.

1.2
Basis of consolidation

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.

The consolidated financial statements incorporate those of Vensyn Group Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. Subsidiaries that are disposed of during the year are incorporated until the date that control passes.

 

All financial statements are made up for a year to 31 May 2024. 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.

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.

Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. In the group financial statements, associates are accounted for using the equity method.

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 20 -
1.3
Going concern

The group remains profitable. The directors are confident, following a review of the group's cash flow projections over the next twelve months that the group has sufficient resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the group's financial statements.

1.4
Turnover

Turnover represents the total invoice value, excluding value added tax, of sales made during the year and derives from the provision of goods and services falling within the company's ordinary activities.

 

In respect of services where a project has only been partially completed at the reporting date, turnover represents the value of those services provided to date based on the proportion of the total expected consideration at completion. Where amounts are invoiced in advance of services provided, such amounts are recorded as deferred income. Similarly, where services are invoiced in arrears, such amounts are recorded as accrued income and included within debtors falling due within one year.

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

 

Retentions are invoiced in two stages, 50% at the time of practical completion of the project and 50% at the end of the defect period. However, income from Retentions is recognised based on the stage of completion of works completed.

 

Revenue from contracts for the provision of professional services are only recognised when invoiced.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets 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 ten years.

 

Goodwill is reviewed for impairment at the end of the first financial year following each acquisition and subsequently as and when necessary if circumstances emerge that indicate that the carrying value may not be recoverable.

1.6
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:

Short leasehold land and buildings
straight line over the life of the lease
Plant and equipment
33% p.a. straight line basis
Fixtures and fittings
20% - 33% p.a. straight line basis

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.

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 21 -
1.7
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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

1.8
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.

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 22 -
1.9
Stocks and work in progress

Stocks are included in the statement of financial position at the lower of costs and net realisable value.

 

Work in progress is valued at the lower of cost and net realisable value.

 

Long term contracts are assessed on a contract by contract basis and reflected in the income statement by recording turnover and related costs as contract activity progresses. Turnover is ascertained in a manner appropriate to the stage of completion of the contract, and credit taken for profit earned to date when the outcome of the contract can be assessed with reasonable certainty. The amount by which turnover exceeds payments on account is classified as accrued income and included in debtors; to the extent that payments on account exceed relevant turnover and work in progress balances, the excess is included as deferred income. The amount of work in progress, at cost net of amounts transferred to cost of sales, less provision for foreseeable losses and payments on account not matched with turnover, is included within stocks.

 

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

1.10
Cash and cash equivalents

Cash at bank and in hand are basic financial assets measured at fair value at the reporting date 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.

Basic financial assets

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

Other financial assets

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

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 23 -
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 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, 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 group's contractual obligations expire or are discharged or cancelled.

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 24 -
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.

Deferred tax

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

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is 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.

Research and development tax credits

The group has made claims for tax credits for Research and Development work undertaken. These claims may be subject to HM Revenue and Customs review. The group does not recognise the tax credits as income until they are received.

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.

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 25 -
1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense in the period to which they relate.

1.16
Share-based payments

The group operates an unapproved option scheme which allows employees to acquire shares in certain subsidiary companies. The grant date fair value of share-based payment awards granted is recognised as an employee expense with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The fair value of the options granted is measured using an option pricing model, taking into account the terms and conditions upon which the options were granted. The fair value will be charged as an expense in the income statement over the vesting period and the charge is adjusted each year to reflect the expected and actual level of vesting.

1.17
Leases

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.

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.

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 26 -
2
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue and profit recognition

The estimation techniques used for revenue and profit recognition in respect of construction contracts require forecasts to be made of the outcome of long-term contracts which require assessments and judgements to be made on the recovery of pre-contract costs, changes in the scope of work, contract programmes, maintenance and defects liabilities, changes in costs and stages of completion.

Recoverable value of recognised receivables

The recoverability of trade and other receivables is regularly reviewed in the light of available economic information specific to each receivable and provisions are recognised for balances considered to be irrecoverable.

Provisions

Provisions are liabilities of uncertain timing or amount and therefore in making a reliable estimate of the amount and timing of liabilities judgement is applied and re-evaluated at each reporting date.

Impairment of non-financial assets

Where there are indicators of impairment of individual assets, the company performs impairment tests based on fair value less costs to sell or a value in use calculation.

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 27 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Design and build
139,280,573
147,994,513
Furniture
11,762,581
11,693,120
Flooring and other sales
-
(26,845)
151,043,154
159,660,788
2024
2023
£
£
Other significant revenue
Interest income
613,535
118,957
Rent receivable and other income
74,943
96,544
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
151,043,154
159,660,788

The total turnover of the group for the period has been derived from its principal activity.

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Exchange losses
39
80
Depreciation of owned tangible fixed assets
344,794
362,039
Loss on disposal of tangible fixed assets
7,617
-
Operating lease charges
1,219,581
1,325,553
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
24,100
23,000
Audit of the financial statements of the company's subsidiaries
57,990
82,344
82,090
105,344
VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 28 -
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administration
166
154
1
1
Sales
39
33
-
-
Directors
12
12
3
3
Total
217
199
4
4

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
24,483,487
22,130,510
539,001
497,125
Social security costs
2,979,876
2,658,411
74,947
72,781
Pension costs
568,704
513,276
-
0
-
0
28,032,067
25,302,197
613,948
569,906
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
546,744
504,057
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
284,781
264,217
VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 29 -
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
560,197
118,957
Interest receivable from group companies
8,726
-
0
Other interest income
44,612
-
Total income
613,535
118,957
9
Amounts written off investments
2024
2023
£
£
Gain on disposal of fixed asset investments
-
4,624
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
3,308,911
2,928,715
Adjustments in respect of prior periods - research and development tax credits
(605,523)
(1,310,203)
Total current tax
2,703,388
1,618,512
Deferred tax
Origination and reversal of timing differences
(17,093)
(126,253)
Total tax charge
2,686,295
1,492,259
VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
10
Taxation
(Continued)
- 30 -

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

2024
2023
£
£
Profit before taxation
12,715,861
13,969,043
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.00%)
3,178,965
2,793,809
Tax effect of expenses that are not deductible in determining taxable profit
77,986
39,123
Gains not taxable
-
0
(926)
Adjustments in respect of prior years
(605,340)
(1,310,203)
Fixed asset differences
5,152
(1,848)
Remeasurement of deferred tax for changes in tax rates
-
0
(27,696)
Deferred tax movements not provided
32,018
-
Tax not provided
(2,486)
-
Taxation charge
2,686,295
1,492,259
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
5,934,405
10,798,238

Further interim dividends of £Nil (2023 - £2,476,088) have been paid after the year end.

12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 June 2023 and 31 May 2024
164,200
Amortisation and impairment
At 1 June 2023 and 31 May 2024
164,200
Carrying amount
At 31 May 2024
-
0
At 31 May 2023
-
0
The company had no intangible fixed assets at 31 May 2024 or 31 May 2023.
VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 31 -
13
Tangible fixed assets
Group
Short leasehold land and buildings
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 June 2023
1,239,667
1,744,657
54,260
3,038,584
Additions
9,168
444,633
-
0
453,801
Disposals
-
0
(22,816)
-
0
(22,816)
At 31 May 2024
1,248,835
2,166,474
54,260
3,469,569
Depreciation and impairment
At 1 June 2023
847,623
1,543,424
30,151
2,421,198
Depreciation charged in the year
219,259
113,514
12,021
344,794
Eliminated in respect of disposals
-
0
(7,530)
-
0
(7,530)
At 31 May 2024
1,066,882
1,649,408
42,172
2,758,462
Carrying amount
At 31 May 2024
181,953
517,066
12,088
711,107
At 31 May 2023
392,044
201,233
24,109
617,386
Company
Plant and equipment
£
Cost
At 1 June 2023 and 31 May 2024
4,053
Depreciation and impairment
At 1 June 2023
3,248
Depreciation charged in the year
554
At 31 May 2024
3,802
Carrying amount
At 31 May 2024
251
At 31 May 2023
805
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1,525,815
1,525,815
VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
14
Fixed asset investments
(Continued)
- 32 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2023 and 31 May 2024
1,525,815
Carrying amount
At 31 May 2024
1,525,815
At 31 May 2023
1,525,815
15
Subsidiaries

Details of the company's subsidiaries at 31 May 2024 are as follows:

Name of undertaking
Country of
Nature of business
Class of
% Held
incorporation
shares held
Oktra Limited
England and Wales
Office fit out and furniture retailing
Ordinary
100.00
0
Oktra South Limited (formerly Oktra Regions Limited)
England and Wales
Office fit out and furniture retailing
Ordinary
80.00
0

All of the subsidiaries' registered offices are at 1 Bickenhall Mansions, Bickenhall Street, London W1U 6BP.

16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Work in progress
1,301,550
1,234,449
-
-
VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 33 -
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
11,449,219
19,199,436
-
0
-
0
Amounts owed by group undertakings
3,910,000
-
3,110,179
94,456
Other debtors
518,753
691,512
69,049
65,306
Prepayments
678,820
391,644
11,063
11,322
Accrued income
9,824,241
10,037,941
-
-
26,381,033
30,320,533
3,190,291
171,084

The above financial assets are measured at amortised cost.

 

18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
22,630,066
28,280,367
7,823
2,040
Amounts due to group undertakings
-
0
124,330
-
0
124,330
Corporation tax payable
833,420
14,357
8,014
-
0
Other taxation and social security
4,602,086
7,967,035
25,001
32,654
Other creditors
281,159
96,428
-
0
-
0
Accruals
7,540,335
7,228,738
54,397
34,573
35,887,066
43,711,255
95,235
193,597

The above financial liabilities are measured at amortised cost.

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 34 -
19
Deferred taxation

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

2024
2023
Group
£
£
Accelerated capital allowances
154,279
117,741
Other timing differences
(148,631)
(95,000)
Liabilities
5,648
22,741
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 June 2023
22,741
-
Credit to profit or loss
(17,093)
-
Liability at 31 May 2024
5,648
-

One of the group companies has not recognised a deferred tax asset in respect of short term timing differences of £28,869 (2023: £Nil) it is not certain when the reversal of the timing differences will occur.

20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
568,704
513,276

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.

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 35 -
21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.01p each
1,006,921
1,006,921
101
101
A shares of 0.01p each
58,869
58,869
6
6
1,065,790
1,065,790
107
107

The 1,006,921 Ordinary shares of £0.0001 each and the 58,869 A shares of £0.0001 each rank pari passu in all respects, except that the holders of the A Shares of £0.0001 each are not entitled to vote at General Meetings.

22
Share-based payment transactions

Certain employees of the Group's subsidary companies, Oktra Limited and Oktra South Limited (formerly Oktra Regions Limited), have been granted unapproved options over shares in those companies as follows: -

Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 June 2023
31,678
31,678
-
-
Expired
(30,928)
-
-
-
Outstanding at 31 May 2024
750
31,678
0.10
-
Exercisable at 31 May 2024
-
-
-
-

750 of the options outstanding at 31 May 2024 are over Oktra Limited's ordinary shares, these options have an exercise price of £0.10.

500 options have a remaining contract life of 5 years and 8 months.

125 options have a remaining contract life of 6 years and 6 months.

125 options have a remaining contract life of 7 years.

 

30,928 of the options outstanding at 31 May 2023 were over Oktra South Limited (formerly Oktra Regions Limited)'s ordinary shares. The individuals who had been granted the options are no longer employees and as a result the options have lapsed.

 

The options are subject to a number of vesting conditions and are exercisable between the date of the grant and the end of the exercise period. The options become exercisable following any of the following triggers: -

 

Admission (i.e. the first occasion on which ordinary shares in the capital of the company are admitted to the Official List of the UK Listing Authority or to trading on AIM or permission is given for them to be traded on any other share market approved for this purpose by the holders of a majority of the ordinary share capital);

An asset sale;

A company sale;

Any other circumstances at the discretion of the parent company.

 

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 36 -
23
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
2024
2023
2024
2023
£
£
£
£
Within one year
630,616
1,088,291
-
-
Between two and five years
1,869
603,360
-
-
632,485
1,691,651
-
-

After the year end one group company has renewed the leases on its existing premises and another group company has has signed a lease for new premises.

24
Related party transactions
Remuneration of key management personnel

Key management personnel are directors of the company and subsidiaries and members of the leadership team and have authority and responsibility for planning, directing and controlling the activities of the group and are considered to be key management personnel. The total remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
4,989,429
4,720,504
VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
24
Related party transactions
(Continued)
- 37 -

Company

The company received dividends of £8,927,608 (2023: £10,688,238) from subsidiary companies during the year.

 

The company recharged management expenses of £1,435,000 (2023: £1,297,325) to its subsidiary companies during the year.

 

The company charged £Nil (2023: £9,643) for Corporation Tax group relief to its subsidiary companies during the year.

 

The company was charged management fees and recharged expenses of £600,000 (2023: £603,686) by its parent company during the year.

 

At the year end the company owed its parent company £Nil (2023: £124,330).

 

At the year end the company was owed £200,179 (2023: £94,456) in aggregate by its subsidiaries and was owed £2,910,000 (2023: £Nil) by its parent company.

 

Group

The group’s ultimate parent company is I45 Limited.

 

During the year, in addition to the company transactions above, the group made loans to I45 Limited of £1,000,000 (2023: £Nil). Interest of £8,726 (2023: £Nil) has been charged on the loan.

 

Other related parties

 

During the year, as shareholders of the company, the directors and their close family were credited with dividends of £2,514,107 (2023: £4,574,957).

 

At the year end, the company had loaned £30,000 (2023: £30,000) to Affinity Flooring Limited, a company under common control.

 

During the year ended 31 May 2024 the group was charged £Nil (2023: £3,229) for Corporation Tax group relief by Affinity Reach Limited, a company under common control. At the year end the group owed £2,715 (2023: £3,229) to Affinity Reach Limited.

 

Pryor Wood Developments Limited is controlled by a director of the company. During the year, the group purchased services of £16,942 (2023: £16,000) from Pryor Wood Developments Limited.

 

VENSYN GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 38 -
25
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
10,029,566
12,476,784
Adjustments for:
Taxation charged
2,686,295
1,492,259
Investment income
(613,535)
(118,957)
Loss on disposal of tangible fixed assets
7,617
-
Depreciation and impairment of tangible fixed assets
344,794
362,039
Gain on sale of investments
-
(4,624)
Movements in working capital:
Increase in stocks
(67,101)
(250,609)
Decrease/(increase) in debtors
7,909,500
(13,423,734)
(Decrease)/increase in creditors
(8,643,252)
11,765,181
(Decrease)/increase in deferred income
(701,132)
2,060,101
Cash generated from operations
10,952,752
14,358,440
26
Controlling party

The immediate and ultimate parent company is I45 Limited, whose consolidated financial statements include this group's results.

 

Mr G Andrew is the ultimate controlling party.

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