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Registered number: 11626236










AETHER HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
AETHER HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
D P Firmager 
P D Firmager 
J A Hall 
N I Monger (resigned 24 November 2023)




Registered number
11626236



Registered office
Units 3 J,K,L,M
Hudson Road

Saxon Road Industrial Estate

Melton Mowbray

Leicestershire

LE13 1BS




Independent auditors
MHA
Chartered Accountants & Statutory Auditor

11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ





 
AETHER HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 4
Directors' Report
 
5 - 7
Independent Auditors' Report
 
8 - 11
Consolidated Profit and Loss Account
 
12
Consolidated Balance Sheet
 
13 - 14
Company Balance Sheet
 
15 - 16
Consolidated Statement of Changes in Equity
 
17
Company Statement of Changes in Equity
 
18
Consolidated Statement of Cash Flows
 
19 - 20
Consolidated Analysis of Net Debt
 
21
Notes to the Financial Statements
 
22 - 47


 
AETHER HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Strategic Report for the Group for the year ended 31 December 2023.
The principal activity of the Company is that of a holding company to other Group companies. The Group companies at the end of the accounting period include Stamford Holdings Limited, Truframe Limited, Truframe Trade Frames Limited, Energiframe Limited, Truframe Glass Solutions Limited, Truframe Aluminium Limited , Truframe Composite Doors Limited, Truframe Holdings Limited, Truframe Trade Centres Limited and Solihull Trade Frames Limited.
The principal activity of the Group is that of the manufacture, supply and fitting of uPVC windows and doors.

Business review
 
The Company received dividends in the year of £1,506,801 (2022 - £4,332,137) and paid out dividends of £828,740 (2022 - £517,750).
Group turnover for the year was £35,854,990 (2022 - £34,553,667).
Tight cost controls and continued improvements have ensured that the Group has been able to maintain a strong gross profit margin of 30.9% (2022 - 33.8%) for the year, a decrease of 2.9% on the previous year. The Group is affected by the market price of Glass, hardware and uPVC inputs which are core to the manufacture and supply of its products.

Page 1

 
AETHER HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The directors consider effective risk management to be key to the future success of the Group and continually monitor systems and structure in order to measure, and limit risk. A key control is the day-to-day supervision of the business by the directors.
Price risk
The business may be affected by fluctuations in the price and supply of key materials driven by the devaluing sterling currency although purchasing practices seek to mitigate this risk where possible. 
Loss of key customers and suppliers
There is a risk over retaining the loyalty of key customers and suppliers. Considerable emphasis is devoted to maintaining service levels with customers and working closely with suppliers on logistical and quality issues to ensure that high levels of performance is achieved.
Credit risk
The inability of customers to pay amounts owing to the Group due to financial difficulties is a risk. To minimise this risk, the Group employs pro-active credit control techniques, such as applying appropriate credit limits and monitoring payment patterns and debt levels on a regular basis.
Economic Risk
The current uncertainty surrounding the economic climate makes future predictions difficult and presents a risk to all business. 
The directors have reviewed their forecasts and projections, including expected future trade with suppliers and customers. The directors are confident that the Group will be able to continue to trade for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its financial information.
No known additional bad debts have been identified relating to 2023.
Please refer to the basis of preparation of financial statements accounting policy at note 2.3 for further information. 

Financial key performance indicators
 
Since the principal activity of the Company is to act as a holding company, there are no financial performance indicators.
Key performance indicators of the Group are turnover, gross margin and net profits. All of which can be evidenced on the face of the Consolidated Profit and Loss Account.

Other key performance indicators
 
Since the principal activity of the Company is to act as a holding company, there are no non-financial performance indicators.
The directors consider the non-financial key performance indicators of the Group to be customer and staff retention and customer service levels including deliveries and quality control.

Page 2

 
AETHER HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Group
 
Section S172(1) Statement
During the year, the directors have had regard to the matters set out in S172 (1) (a) to (f) of the Companies Act 2006 whilst performing their duties. Whilst making decisions the directors ensure that they have acted in good faith, in a way they believe would promote the success of the Group for the benefit of its members as a whole. 
Specifically, the directors have considered the following:-
a. The likely consequences of any decision in the long term;
b. The interests of the Group's employees;
c. The need to foster the Group's business relationships with suppliers, customers and others;
d. The impact of the Group's operations on the community and the environment;
e. The desirability of the Group maintaining a reputation for high standards of business conduct; and
f. The need to act fairly between members of the Group.
S172 (1) (a) The likely consequences of any decision in the long term
The directors understand the business and the environment in which it operates. This is key to understanding the likely consequences of any long-term decisions. There is a clear plan for growth, which ensures the Group creates new, and cultivates existing, relationships with customers. This is done through the provision of high quality products, industry leading customer service and tools to assist with sales generation. Continually improving environmental performance and operational systems are an integral and fundamental parts of the business strategy. This strategy is key to ensuring the Group and the directors are delivering on their duty of care for the benefit of future generations. Investment in the business has continued throughout the year, which includes the purchase of new machinery and vehicles, as well as improvements to our leasehold premises. The Board conducts board meetings to assess and monitor its progress against its strategic decisions. All business decisions are made with the needs of our key stakeholders in mind, in particular, customers, suppliers, employees and shareholders.
S172 (1) (b) The interests of the Group's employees
The directors recognise that the employees are key to the business and its success. What makes the Group different is their approach to relationships, which extends past the expected customer focus, to all employees. Staff retention is a testament to this and the Group's culture. Employee welfare and wellbeing is of utmost importance. The directors ensure all employees work in a safe and healthy conditions. The directors regularly engage with employees through internal communication methods. When making decisions, the directors consider which course of action best delivers the Group strategy in the long term, taking into consideration all stakeholders of the Group, including the employees. Further investments are continuing to improve the quality of the environment our staff work within the offices, factories and warehouses. Additional staff have been employed to fulfil the needs of the business. A gender pay gap review has also been completed. There is a regular review and appraisal system in place which includes assessment of future training and development needs. Directors are always accessible to employees and consider the implications on employees, where relevant and feasible.
S172 (1) (c) The need to foster the Group's business relationships with suppliers, customers and others
The directors recognise that building relationships with suppliers and customers is key to the success of the business. The Group's objective is to become a key partner to its customers, through the provision of high quality product, reliable service and fair pricing. Developing stable and mutually beneficially relationships with key suppliers is essential to this. The directors recognise that working with suppliers and customers is also vital to ensuring the impact to the environment is minimised.
S172 (1) (d) The impact of the Group's operations on the community and the environment
The directors recognise the importance of minimising the impact of the Group's operations on the community and environment, which is why it is core to their strategy. The Group and directors wholly support, and where
Page 3

 
AETHER HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

possible exceed, the requirement of current environmental legislation and codes of practice. It is the aim to minimise waste generation and energy usage in buildings, vehicles and processes, in order to conserve supplies and minimise consumption of natural resources - especially where they are non-renewable. The Group and the directors actively promote recycling both internally and amongst customers and suppliers. Environmental policies are reviewed periodically in consultation with staff and customers. The board plays a constructive role in tackling issues through engagement and investment.
S172 (1) (e) The desirability of the Group maintaining a reputation for high standards of business conduct
The directors are committed to improving quality standards, reducing environmental impact and maintaining a safe environment for all employees. This is demonstrated by the ISO 9001 Quality, ISO 14001 Environmental and ISO 45001 health and safety management systems in place, which are all certified and audited by BSI. This approach ensures that the Group's reputation within the local community is maintained. It is the aim of the Group to achieve sustained profitable growth, by providing cost effective products maintaining a high level of customer satisfaction which enhances the Group’s reputation with its customers and suppliers.
S172 (1) (f) The need to act fairly between members of the Group
When making decisions, the directors consider which course of action best delivers the Group strategy in the long term, taking into consideration all stakeholders of the Group. Examples of this are noted above where the directors consider all stakeholders when deciding whether or not to purchase additional land and rebuild for the growth of the business.


This report was approved by the board and signed on its behalf.



................................................
P D Firmager
Director

Date: 18 September 2024

Page 4

 
AETHER HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Results and dividends

The Group profit for the year, after taxation, amounted to £950,925 (2022 - £1,504,098).

During the year, the directors recommended dividends amounting to £828,740 (2022 - £517,750).

Directors

The directors who served during the year were:

D P Firmager 
P D Firmager 
J A Hall 
N I Monger (resigned 24 November 2023)

Future developments

The directors are confident that with continued investment and strong customer relationships, further growth can be achieved in the coming year. 

Engagement with employees

During the year, the policy of providing employees with information about the Group has been continued through internal media methods through which employee’s views can be sought on issues which concern them. Throughout the Group there is close consultation between management and other employees on appropriate matters of concern, with a view to keeping employees informed about the progress of the Group’s business and the economic factors affecting it.

Engagement with suppliers, customers and others

How we engage with customers and suppliers is covered in our Strategic Report on page 3.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company and Group have assessed their energy and carbon usage for the period. The directors, in their assessment, have concluded that the Company qualifies as a low energy user and has therefore taken advantage of the exemption from reporting on its own usage. The members of the Group are, individually, not obliged to report on their own energy and carbon usage, and as a result, the directors have taken advantage of the option to exclude this information from the Group report.





Page 5

 
AETHER HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware; and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Auditors

The auditorsMHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 6

 
AETHER HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

This report was approved by the board and signed on its behalf.
 





................................................
P D Firmager
Director

Date: 18 September 2024

Units 3 J,K,L,M
Hudson Road
Saxon Road Industrial Estate
Melton Mowbray
Leicestershire
LE13 1BS

Page 7

 
AETHER HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AETHER HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Aether Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 8

 
AETHER HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AETHER HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


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 Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 9

 
AETHER HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AETHER HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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.


Auditors' 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 Auditors' 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 Group 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
Enquiry of management and those charged with governance around actual, potential or suspected litigation,
claims, non-compliance with applicable laws and regulations and fraud;
Enquiry of entity staff in tax and compliance functions and external advisors to identify any instances of non-compliance with laws and regulations;
Performing audit work over the risk of management override, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing the accounting estimates for bias;
Reviewing of financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Discussions amongst the engagement team in relation to how and where fraud might occur in the financial statements and any potential indicators of fraud; and
Reviewing minutes of meetings during the year.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 10

 
AETHER HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AETHER HOLDINGS LIMITED (CONTINUED)


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 2006Our 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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Shelley Harvey FCCA (Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Leicester, United Kingdom

 
Date:
 
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership registered in England and Wales (registered number OC312313).
18 September 2024
Page 11

 
AETHER HOLDINGS LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
35,854,990
34,553,667

Cost of sales
  
(24,770,883)
(22,859,517)

Gross profit
  
11,084,107
11,694,150

Administrative expenses
  
(9,086,368)
(9,262,851)

Other operating income
 5 
110,657
46,321

Operating profit
 6 
2,108,396
2,477,620

Interest payable and similar expenses
 10 
(163,294)
(208,926)

Profit before tax
  
1,945,102
2,268,694

Tax on profit
 11 
(994,177)
(764,596)

Profit for the financial year
  
950,925
1,504,098

Profit for the year attributable to:
  

Owners of the parent
  
950,925
1,504,098

  
950,925
1,504,098

There are no items of other comprehensive income for 2023 or 2022 other than the profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 22 to 47 form part of these financial statements.

Page 12

 
AETHER HOLDINGS LIMITED
REGISTERED NUMBER: 11626236

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
8,956,171
10,401,040

Tangible assets
 15 
9,167,622
8,286,397

  
18,123,793
18,687,437

Current assets
  

Stocks
 17 
1,369,518
1,433,151

Debtors: amounts falling due within one year
 18 
2,657,301
2,582,396

Cash at bank and in hand
 19 
469,066
514,142

  
4,495,885
4,529,689

Creditors: amounts falling due within one year
 20 
(9,462,183)
(8,763,956)

Net current liabilities
  
 
 
(4,966,298)
 
 
(4,234,267)

Total assets less current liabilities
  
13,157,495
14,453,170

Creditors: amounts falling due after more than one year
 21 
(1,095,423)
(2,604,449)

Provisions for liabilities
  

Deferred taxation
 24 
(591,005)
(499,839)

  
 
 
(591,005)
 
 
(499,839)

Net assets
  
11,471,067
11,348,882


Capital and reserves
  

Called up share capital 
 25 
10,750
10,750

Profit and loss account
  
11,460,317
11,338,132

  
11,471,067
11,348,882


Page 13

 
AETHER HOLDINGS LIMITED
REGISTERED NUMBER: 11626236
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
P D Firmager
Director

Date: 18 September 2024

The notes on pages 22 to 47 form part of these financial statements.

Page 14

 
AETHER HOLDINGS LIMITED
REGISTERED NUMBER: 11626236

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
19,150,436
19,150,436

  
19,150,436
19,150,436

Current assets
  

Debtors: amounts falling due within one year
 18 
15,743
5,007

Cash at bank and in hand
 19 
406
283

  
16,149
5,290

Creditors: amounts falling due within one year
 20 
(675,812)
(374,644)

Net current liabilities
  
 
 
(659,663)
 
 
(369,354)

Total assets less current liabilities
  
18,490,773
18,781,082

  

Creditors: amounts falling due after more than one year
 21 
-
(968,370)

  

Net assets
  
18,490,773
17,812,712


Capital and reserves
  

Called up share capital 
 25 
10,750
10,750

Merger reserve
  
7,299,907
7,299,907

Profit and loss account carried forward
  
11,180,116
10,502,055

  
18,490,773
17,812,712


Page 15

 
AETHER HOLDINGS LIMITED
REGISTERED NUMBER: 11626236
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
P D Firmager
Director

Date: 18 September 2024

The notes on pages 22 to 47 form part of these financial statements.

Page 16

 
AETHER HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
10,750
10,351,784
10,362,534


Comprehensive income for the year

Profit for the year
-
1,504,098
1,504,098

Dividends: Equity capital
-
(517,750)
(517,750)



At 1 January 2023
10,750
11,338,132
11,348,882


Comprehensive income for the year

Profit for the year
-
950,925
950,925

Dividends: Equity capital
-
(828,740)
(828,740)


At 31 December 2023
10,750
11,460,317
11,471,067


The notes on pages 22 to 47 form part of these financial statements.

Profit and Loss Account
This includes all current and prior year retained profits and losses. All amounts are distributable.

Page 17

 
AETHER HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
10,750
7,299,907
6,697,668
14,008,325


Comprehensive income for the year

Profit for the year
-
-
4,322,137
4,322,137

Dividends: Equity capital
-
-
(517,750)
(517,750)



At 1 January 2023
10,750
7,299,907
10,502,055
17,812,712


Comprehensive income for the year

Profit for the year
-
-
1,506,801
1,506,801

Dividends: Equity capital
-
-
(828,740)
(828,740)


At 31 December 2023
10,750
7,299,907
11,180,116
18,490,773


The notes on pages 22 to 47 form part of these financial statements.

Merger reserve
This includes amounts arisen on acquisition of subsidiaries. All amounts are non-distributable. 
Profit and Loss Account
This includes all current and prior year retained profits and losses. All amounts are distributable.

Page 18

 
AETHER HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
950,925
1,504,098

Adjustments for:

Amortisation of intangible assets
1,444,869
1,404,356

Depreciation of tangible assets
1,795,605
1,544,187

Loss on disposal of tangible assets
(2,297)
(26,539)

Interest paid
163,294
208,926

Taxation charge
994,177
764,596

Decrease/(increase) in stocks
63,633
(45,418)

(Increase)/decrease in debtors
(104,050)
1,018,270

Decrease in amounts owed by related parties
27,424
1,901,416

Increase/(decrease) in creditors
285,146
(1,258,348)

Increase in amounts owed to related parties
25,660
248,491

Corporation tax paid
(780,723)
(1,060,368)

Net cash generated from operating activities

4,863,663
6,203,667


Cash flows from investing activities

Purchase of tangible fixed assets
(2,705,260)
(1,469,553)

Sale of tangible fixed assets
30,727
72,952

HP interest paid
(123,881)
(139,174)

Purchase of subsidiaries (net of cash acquired)
-
(565,727)

Net cash from investing activities

(2,798,414)
(2,101,502)

Cash flows from financing activities

Repayment of loans
(89,265)
(55,287)

Repayment of other loans
(971,472)
(2,735,108)

Repayment of/new finance leases
(539,489)
(363,717)

Movements on invoice discounting
354,612
79,519

Dividends paid
(828,740)
(517,750)

Interest paid
(39,413)
(69,752)

Net cash used in financing activities
(2,113,767)
(3,662,095)

Net (decrease)/increase in cash and cash equivalents
(48,518)
440,070

Cash and cash equivalents at beginning of year
514,142
74,072

Cash and cash equivalents at the end of year
465,624
514,142
Page 19

 
AETHER HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£

Difference to be cleared
3,442

Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
469,066
514,142

469,066
514,142


The notes on pages 22 to 47 form part of these financial statements.

Page 20

 
AETHER HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




As restated At 1 January 2022
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

514,142

(45,076)

469,066

Debt due after 1 year

(1,210,701)

1,067,862

(142,839)

Debt due within 1 year

(486,590)

(316,669)

(803,259)

Finance leases

(2,244,300)

539,489

(1,704,811)


(3,427,449)
1,245,606
(2,181,843)

The notes on pages 22 to 47 form part of these financial statements.

Page 21

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Aether Holdings Limited is a private company, limited by shares, domiciled in England and Wales, registration number 11626236. The registered office is Unit 3 J, K, L, M Hudson Road, Saxby Road Industrial Estate, Melton Mowbray, Leicestershire, LE13 1BS.
The principal activity of the Company during the year was that of a holding company to other group companies.
The principal activity of the Group during the year continued to be that of the manufacture and supply of uPVC windows and doors.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Page 22

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

Truframe Limited, a subsidiary, has confirmed their intention to support Aether Holdings Limited and other Group Companies for a period of 12 months from the signing of the financial statements. Based on the continued profitability of the Group, access to working capital and support of Truframe Limited, the directors consider the Group has the ability to continue as a going concern for at least the next 12 months therefore these financial statements are prepared on a going concern basis.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is British Pound Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Profit and Loss Account except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 23

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Finance costs

Finance costs are charged to the Consolidated Profit and Loss Account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

All borrowing costs are recognised in the Consolidated Profit and Loss Account in the year in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 24

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Profit and Loss Account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Assets under construction are not depreciated.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 25

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Consolidated Profit and Loss Account during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line or reducing balance methods.

Depreciation is provided on the following basis:

Freehold property
-
2% straight line per annum
Freehold land
-
not depreciated
Long-term leasehold property
-
over the life of the lease
Plant and machinery
-
21% reducing balance per annum
Motor vehicles
-
33% - 45% reducing balance per annum
Fixtures and fittings
-
25% reducing balance per annum
Office equipment
-
25% straight line per annum
Computer equipment
-
50% straight line per annum
Assets under construction
-
not depreciated

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Profit and Loss Account.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 26

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Profit and Loss Account.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to Consolidated Profit and Loss Account.

 
2.19

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other
Page 27

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)

third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at transaction price, net of transaction cost, and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a
financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Profit and Loss Account.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate
for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is
an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 28

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(i) Useful economic lives of intangible fixed assets
The directors consider the useful economic life of the goodwill included within these financial statements to be 7 years. The useful economic life and residual value are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments and the economic utilisation of the business.
Intangible assets under construction are not amortised until the date they are brought into use. 
(ii) Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Tangible assets under construction are not depreciated until the date they are brought into use.
(iii) Work in progress
The Group estimates work in progress on the basis of the level of completion at the period end. A fixed percentage is applied to the total expected job costs of each job based on the level of completion assessed to determine the value of work in progress. The percentages applied are reassessed annually.
(iv) Impairment of debtors
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers facts including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Page 29

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Management charge
15,000
15,000

Manufacture of uPVC windows and doors
35,839,990
34,538,667

35,854,990
34,553,667


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
35,385,689
34,047,637

Rest of Europe
469,301
506,030

35,854,990
34,553,667



5.


Other operating income

2023
2022
£
£

Sundry income
110,657
46,321

110,657
46,321



6.


Operating profit

The operating profit is stated after charging/(crediting):

2023
2022
£
£

Amortisation of intangible assets
1,444,869
1,404,356

Depreciation of tangible fixed assets
- owned by the Group
1,176,722
844,937

- held under hire purchase agreements
618,883
699,250

Exchange differences
(1,346)
(25)

Profit on sale of tangible assets
(2,297)
(26,539)

Operation lease payments
376,829
352,806

Page 30

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Auditors' remuneration

2023
2022
£
£

Fees payable to the Group's auditors and their associates for the audit of the consolidated and parent Company's financial statements
78,600
66,000

Fees payable to the Group's auditors and their associates in respect of:

All other services
61,600
31,490


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
7,993,998
7,854,299
-
-

Social security costs
705,457
750,941
-
-

Cost of defined contribution scheme
155,713
133,784
-
-

8,855,168
8,739,024
-
-


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Production
234
230
-
-



Administration
69
68
-
-



Management
7
8
4
4

310
306
4
4

Page 31

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
59,561
703,068

Group contributions to defined contribution pension schemes
10,304
7,142

69,865
710,210


During the year retirement benefits were accruing to 3 directors (2022 - 4) in respect of defined contribution pension schemes.


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
33,555
50,181

Other loan interest payable
5,858
19,571

Finance leases and hire purchase contracts
123,881
139,174

163,294
208,926


11.


Taxation


2023
2022
£
£

Corporation tax
  


Current tax on profits for the year
  
903,011
727,973

  

Total current tax
  
903,011
727,973

Deferred tax
  


Origination and reversal of timing differences
 24 
91,166
36,623

Total deferred tax
  
91,166
36,623

  

Tax on profit
  
994,177
764,596
Page 32

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,945,102
2,268,694


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
486,276
431,052

Effects of:


Non-tax deductible amortisation of goodwill and impairment
353,152
266,828

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
18,687
11,422

Capital allowances for year in excess of depreciation
64,633
(6,171)

Qualifying loss on disposal
(574)
(5,025)

Deferred tax charge
91,166
36,623

Other timing differences leading to an increase in taxation
(19,163)
29,867

Total tax charge for the year
994,177
764,596

Page 33

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors that may affect future tax charges

From 1 April 2023, the Corporation Tax main rate increased to 25% for profits over £250,000. A small profits rate has also been introduced for profits of £50,000 or less, charging Corporation Tax at 19%. Profits between £50,000 and £250,000 will be taxed at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. Deferred tax has been calculated at 25%.


12.


Dividends

2023
2022
£
£


Dividends paid
828,740
517,750


13.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The profit after tax of the parent Company for the year was £1,506,801 (2022 - £4,322,137).

Page 34

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Intangible assets

Group





Assets under construction
Goodwill
Total

£
£
£



Cost


At 1 January 2023
142,899
14,448,703
14,591,602



At 31 December 2023

142,899
14,448,703
14,591,602



Amortisation


At 1 January 2023
-
4,190,562
4,190,562


Charge for the year
-
1,444,869
1,444,869



At 31 December 2023

-
5,635,431
5,635,431



Net book value



At 31 December 2023
142,899
8,813,272
8,956,171



At 31 December 2022
142,899
10,258,141
10,401,040



Page 35

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group






Freehold land and property
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings

£
£
£
£
£



Cost or valuation


At 1 January 2023
1,968,592
3,555,371
5,421,206
1,111,631
10,905


Additions
-
1,210,483
816,946
136,001
-


Disposals
-
-
-
(67,248)
-


Transfers between classes
-
235,634
-
-
-



At 31 December 2023

1,968,592
5,001,488
6,238,152
1,180,384
10,905



Depreciation


At 1 January 2023
274
1,548,879
2,298,717
265,472
3,665


Charge for the year on owned assets
3,278
754,587
317,560
22,276
347


Charge for the year on financed assets
-
-
409,259
209,624
-


Disposals
-
-
-
(38,818)
-



At 31 December 2023

3,552
2,303,466
3,025,536
458,554
4,012



Net book value



At 31 December 2023
1,965,040
2,698,022
3,212,616
721,830
6,893



At 31 December 2022
1,968,318
2,006,492
3,122,489
846,159
7,240
Page 36

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)


Office equipment
Computer equipment
Assets under construction
Total

£
£
£
£



Cost or valuation


At 1 January 2023
113,981
160,015
226,118
12,567,819


Additions
44,198
46,724
450,908
2,705,260


Disposals
-
-
-
(67,248)


Transfers between classes
-
-
(235,634)
-



At 31 December 2023

158,179
206,739
441,392
15,205,831



Depreciation


At 1 January 2023
49,797
114,618
-
4,281,422


Charge for the year on owned assets
29,704
48,970
-
1,176,722


Charge for the year on financed assets
-
-
-
618,883


Disposals
-
-
-
(38,818)



At 31 December 2023

79,501
163,588
-
6,038,209



Net book value



At 31 December 2023
78,678
43,151
441,392
9,167,622



At 31 December 2022
64,184
45,397
226,118
8,286,397




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Freehold land and property
1,965,040
1,968,318

Long leasehold
2,698,022
2,006,492

4,663,062
3,974,810


Freehold land of £1,825,034 (2022 - £1,825,034) included in freehold land and property is not depreciated. 

Page 37

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Plant and machinery
1,705,837
2,176,820

Motor vehicles
394,813
546,975

2,100,650
2,723,795


16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
19,150,436



At 31 December 2023
19,150,436





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Stamford Holdings Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
 LE13 1BS
Ordinary
100%
Truframe Holdings Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%

Page 38

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Truframe Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Trade Frames Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Energiframe Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Glass Solutions Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Composite Doors Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Aluminium Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Trade Centres Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Solihull Trade Frames Limited
91 Lincoln Road North,
Acocks Green,
Birmingham,
West Midlands,
B27 6RT
Ordinary
100%

Page 39

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
1,146,035
1,244,849

Work in progress (goods to be sold)
223,483
188,302

1,369,518
1,433,151


The carrying value of stocks are stated net of impairment losses totalling £1,369,518 (2022 - £1,433,151). Impairment losses totalling  £Nil (2022 - £Nil) were recognised in the Consolidated Profit and Loss Account.


18.


Debtors

Group

Group
Company

Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
1,839,093
1,744,064
-
-

Amounts owed by group undertakings
-
-
6,674
59

Amounts owed by related parties
6,077
33,501
-
-

Other debtors
28,173
13,335
9,069
4,948

Prepayments and accrued income
783,958
791,496
-
-

2,657,301
2,582,396
15,743
5,007



19.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
469,066
514,142
406
283

469,066
514,142
406
283


Page 40

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due within one year

Group
 Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans (note 22)
97,538
87,311
-
-

Other loans (note 22)
196,898
200,000
196,898
200,000

Trade creditors
4,079,157
4,047,954
196
796

Amounts owed to related parties
308,660
283,000
-
2,500

Corporation tax
911,098
787,089
-
-

Other taxation and social security
821,095
679,010
-
-

Obligations under finance lease and hire purchase contracts
752,227
970,552
-
-

Proceeds of factored debts
1,184,836
830,224
-
-

Other creditors
638,407
492,735
478,718
171,348

Accruals and deferred income
472,267
386,081
-
-

9,462,183
8,763,956
675,812
374,644


Lombard North Central PLC hold a debenture dated 6 October 2020 over all the assets of the Group.
Santander UK PLC hold a debenture dated 28 October 2022 over the freehold and leasehold properties owned by the Group. 
Bank loans of £97,538 (2022 - £87,311) and invoice discounting of £1,184,836 (2022 - £830,224) are secured against the assets of the Group.
Hire purchase contracts of £752,227 (2022 - £970,552) are secured against the assets to which they relate.

Page 41

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans (note 22)
142,839
242,331
-
-

Other loans (note 22)
-
968,370
-
968,370

Obligations under finance leases and hire purchase contracts
952,584
1,273,748
-
-

Other creditors
-
120,000
-
-

1,095,423
2,604,449
-
968,370


Lombard North Central PLC hold a debenture dated 6 October 2020 over all the assets of the Group.
Santander UK PLC hold a debenture dated 28 October 2022 over the freehold and leasehold properties owned by the Group. 
Bank loans of £142,839 (2022 - £242,331) are secured against the assets of the Group.
Hire purchase contracts of £952,584 (2022 - £1,273,748) are secured against the assets to which they relate.



Page 42

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Loans

The other loans of £196,898 relate to redeemable loan notes. On 10 January 2020 £8,000,000 of redeemable loan notes were issued, during the year interest of £5,842 was charged on these redeemable loan notes at 0.5% per annum and repayments of £977,315 were made to the loan note holders. 
The directors authorised to accept notice from the loan note holders of not less than one month's notice to redeem the loan notes up to a maximum of £1,000,000 per annum for the first two years or such higher amount as the directors shall in their absolute discretion consider appropriate. The loan note holders can then redeem a minimum of £220,350 for the third year and £200,000 for the subsequent five years up to 8 April 2027. At this date all unpaid loan notes shall be redeemed.


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
97,538
87,311
-
-

Other loans
196,898
200,000
196,898
200,000


294,436
287,311
196,898
200,000

Amounts falling due 1-2 years

Bank loans
142,839
99,492
-
-

Other loans
-
200,000
-
200,000


142,839
299,492
-
200,000

Amounts falling due 2-5 years

Bank loans
-
142,839
-
-

Other loans
-
600,000
-
600,000


-
742,839
-
600,000

Amounts falling due after more than 5 years

Other loans
-
168,370
-
168,370

-
168,370
-
168,370

437,275
1,498,012
196,898
1,168,370


Page 43

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£
£

Within one year
752,227
970,552

Between 1-2 years
468,373
680,107

Between 2-5 years
484,211
593,641

1,704,811
2,244,300


24.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
499,839
462,813


Charged to profit or loss (note 11)
91,166
36,623


Arising on business combinations
-
403



At end of year
591,005
499,839







Group
Group
2023
2022
£
£

Accelerated capital allowances
591,005
499,839

591,005
499,839

Page 44

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



340,000 (2022 - 340,000) Ordinary shares of £0.01 each
3,400
3,400
580,000 (2022 - 580,000) Ordinary B shares of £0.01 each
5,800
5,800
25,000 (2022 - 25,000) Ordinary C shares of £0.01 each
250
250
25,000 (2022 - 25,000) Ordinary D shares of £0.01 each
250
250
25,000 (2022 - 25,000) Ordinary E shares of £0.01 each
250
250
25,000 (2022 - 25,000) Ordinary F shares of £0.01 each
250
250
25,000 (2022 - 25,000) Ordinary G shares of £0.01 each
250
250
25,000 (2022 - 25,000) Ordinary H shares of £0.01 each
250
250
5,000 (2022 - 5,000) Ordinary I shares of £0.01 each
50
50

10,750

10,750

All shares have full voting capital distribution rights, (including on winding up). Each class of shares has different entitlement to dividends. 



26.


Capital commitments




At 31 December 2023 the Group had capital commitments as follows:


Group
Group
2023
2022
£
£

Contracted for but not provided in these financial statements
349,857
400,000

349,857
400,000


27.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension charge represents contributions payable by the Group to the fund and amounted to £155,713 (2022 - £133,784). Contributions totalling £30,683 (2022 - £27,927) were payable to the fund at the balance sheet date and are included in other creditors.

Page 45

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

28.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
318,161
322,773

Later than 1 year and not later than 5 years
560,037
876,990

878,198
1,199,763

29.


Transactions with directors

At the year end one of the directors of the Group, was owed by the Group £250,240. During the year payments totalled £1,003,315 and repayments totalled £1,253,555.
At the year end one of the directors of the Group, was owed by the Group £24,545 included within other creditors. During the year payments totalled £228,905 and repayments totalled £250,278.
At the year end one of the directors of the Group, was owed by the Group £16,478 included within other creditors. During the year payments totalled £186,311 and repayments totalled £180,736.
At the year end one of the directors of the Group, was owed by the Group £16,440 included within other creditors. During the year payments totalled £151,211 and repayments totalled £146,243.
The directors had interest free loans during the year that are repayable on demand.

Page 46

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

30.


Related party transactions

The Group has taken advantage of the exemption available under Financial Reporting Standard 102, 33.1A, not to disclose transactions with wholly owned subsidiaries of the Group.


2023
2022
£
£

Balances due from other related parties
6,077
33,501
Balances due to other related parties
308,660
283,000
Management charges received from other related parties
15,000
15,000
Management charges paid to other related parties
27,780
29,381
Sales made to other related parties
116,913
148,666
Purchases made from other related parties
300,435
-
Loans due to other related parties
97,245
123,619
Key management personnel remuneration
110,647
859,193
Interest charges to the entity from other related parties
5,842
19,571
Loan notes owed to other related parties
196,898
1,168,370

All transactions are considered to be at arms length.
No other transactions with related parties were undertaken which are required to be disclosed under Financial Reporting Standard 102, 33.1A.


31.


Controlling party

The ultimate controlling party was P D Firmager by virtue of his directorship and majority shareholding.

Page 47