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Registered number: SC612941






 




ENVOY & PARTNERS LIMITED



 
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

 
ENVOY & PARTNERS LIMITED
 

COMPANY INFORMATION


Directors
I R MacGregor 
J A MacGregor 
A C Matheson 




Company secretary
Stronachs Secretaries Limited



Registered number
SC612941



Registered office
First Floor Aurora House
8 Inverness Campus

Inverness

IV2 5NA




Independent auditors
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

AB15 8PU





 
ENVOY & PARTNERS LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 6
Directors' responsibilities statement
7
Independent auditors' report
8 - 11
Statement of comprehensive income
12
Balance sheet
13 - 14
Statement of changes in equity
15
Notes to the financial statements
16 - 27


 
ENVOY & PARTNERS LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

Introduction
 
Envoy (`Envoy Capital Management Limited` or the `Envoy group`) is an investor and trading group; with growing interests in the industrials, manufacturing and engineering sectors.  Envoy seeks to use its capital and skills to partner with owner managed businesses, to create market leading platforms of scale.

Business review
 
Since Envoy & Partners Limited is an intermediate holding company within the Envoy group, there is no trade through the company level accounts other than dividends received and paid.  The business review therefore covers the trading platform results for the financial year.
During the year and for the full financial year under review, Envoy supported a portfolio of four growth platforms; Langfields; Modutec; GQS; and Accord. Envoy also held a majority stake in Ross-Shire Engineering Limited (`RSE`) until July 2023. Since this date, and following the disposal of its majority stake, Envoy has continued supporting RSE through a minority investment. All five platforms enjoyed organic growth, with some being enhanced further via strategic acquisition. 
The £189m (2023 - £221.5m) of group sales reported in the Envoy Capital Management Limited (`ECM`) accounts for the year to 31 March 2024 (period to 31 March 2023) continues to represent growth across all the trading platforms. Included in the group sales number was £84m of sales generated by the RSE group, which now form part of the discontinued operations of the group following the disposal and re-investment as an associate company. 
 
RSE continued to grow as the UK’s trusted clean water technology company developing market leading products and solutions for purifying drinking water, recycling waste water and cleaning water in industrial processes. Their continued growth and reputation in the market resulted in their most successful period of trading through FY24 which contributed significantly to the group results.   
Langfields provides pressure equipment and high integrity components for the clean and emerging energy markets.  In April 2023, Langfields Group Limited invested a majority stake in JGC Engineering and Technical Services Limited, a multi-disciplined engineering business headquartered in Scotland.  This acquisition has contributed to the turnover and EBITDA reported in these financial statements.
Modutec provide technical solutions to enhance the wellbeing and safety of offshore workers in hazardous environments – across marine, energy and defence industries.  
GQS supports independent utility developers to manage quality assurance on their capital projects, in order to reduce technical and commercial risk.  A changing energy landscape towards offshore wind and liquified gas has led to growth for GQS during the financial period. 
 
Accord Business Solutions Limited continues to emerge as a new platform within the Envoy portfolio. Based in the UK, Accord  provide Technical Support, Consultancy and Development services to industrial SME’s to unlock growth potential in their businesses.

Page 1

 
ENVOY & PARTNERS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Principal risks and uncertainties
 
Market and economic risk
It has been a strategy of the group to place key emphasis on expanding its market and client base to reduce the risk of over concentration.  Furthermore, the group continues to work both domestically and internationally to hedge against geographical risks.
Financial and commercial risk is prioritised through a conservative approach to debt. In the ECM group, ongoing trading and growth liquidity are key to the ongoing success of the business, therefore robust measures are taken to ensure best practice throughout the group.  
Foreign exchange as a result of international operations is continually monitored to ensure the impact of currency swings is reduced wherever possible.

Key performance indicators
 
Envoy Capital Management Limited and Envoy & Partners Limited operate as an investor and therefore the main financial key performance indicator is return on investments. This is monitored through ability of the portfolio companies to generate cash, as well as increasing the net worth of the individual businesses via a sustained and balanced approach to growth.
Within the portfolio companies, Health, Safety, Quality & Environmental standards are crucial to the protection and development of the business. Increasingly, the focus is on sustainable energy and reducing carbon outputs. Management within all the companies are committed to all of these areas and adhere to ISO 9001, 14001 and 45001 across a number of the portfolio companies. The group also places emphasis on working with its clients to aid their own net zero targets, by offering innovative solutions across the ESG landscape.
Talent acquisition, retention and development underpins the success of all companies within the group. The board and management invest heavily in apprenticeship and graduate schemes, technical training, and leadership development. Such initiatives fit within a structured approach to organisation development and the KPIs in this field are closely linked to business performance. The group continues to monitor its financial performance and working capital closely. Capital to execute projects, support seasonal trading, CAPEX and acquisitions are vital for the continued growth and development of the group. This is a key KPI metric for all senior management, along with a suite of financial and commercial metrics established to ensure the group maintains a strong balance sheet.

Page 2

 
ENVOY & PARTNERS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Directors' statement of compliance with duty to promote the success of the company
 
The directors consider, both individually and collectively, that they have acted in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole in the decisions taken during the year.
When making these decisions the directors have given regard to:

The likely consequences of any decisions on the long-term;
The interests of the company's employees;
The need to foster the group's business relationships with suppliers, customers, and others;
The impact of the company's operations on the community and environment;
The desirability of the group maintaining a reputation for high standards of business conduct; and
The need to act fairly between shareholders of the company.

The Board considers and discusses information from across the organisation to help it understand the impact of the company's operations, and the interests and views of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering areas such as key risks, and legal and regulatory compliance.
As a result of these activities, the Board has an overview of engagement with stakeholders, and other relevant factors, which enables the director to comply with their legal duty under section 172 of the Companies Act 2006.


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





I R MacGregor
Director

Date: 18 December 2024

Page 3

 
ENVOY & PARTNERS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024

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

Results and dividends

The profit for the year, after taxation, amounted to £1,026k (2023 - £58,311k).

Dividends of £1.30m were paid during the year (2023 - £25.96m).

Directors

The directors who served during the year were:

I R MacGregor 
J A MacGregor 
A C Matheson 

Future developments

Cautious optimism has always been the approach of management, aware that business conditions could change at short notice. 
The wider group continue to demonstrate an appetite for managed and controlled growth, with a number of acquisitions currently in planning or early execution phase at the balance sheet date.

Engagement with employees

The company adopts a policy of employee engagement, with management providing staff with updates on the parent company and also the wider Envoy group, via interactive feedback sessions. Management are also pioneering in providing projects personnel with detailed project financial metrics to drive project accountability and encourage feedback on delivery methods.
Furthermore, the company continues to run a number of diverse employee development courses, aimed at building leadership capacity from within the group, to provide infrastructure and capacity needed to support the growth ambitions of the group.

Engagement with suppliers, customers and others

The supply chain within the wider Envoy Capital Management Limited group and parent company has been audited and verified against important criteria such as financial stability, anti-bribery, modern slavery and exploitation, safety, fair employment practices and environmental compliance. In addition, we are constantly reviewing our supply chain for compliance and will continue to support businesses local to each of the group’s worldwide locations that encourage fair employment of the disadvantaged and those that adopt fair ethical trading initiatives within the goods and services they supply to the group.
We strive to pay our suppliers on time, and maintain close relationships with them, providing support where it may be required.
The Envoy Capital Management Limited group enjoy a strong relationship with our customer base, built up through our close working relationship over many years. We actively engage with our customers, not only to ensure the services and products we offer are in line with their requirements, but also to ensure high levels of Health and Safety are maintained for our people and to promote solutions which are innovative and environmentally friendly.

Page 4

 
ENVOY & PARTNERS LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

Disabled employees

The company, as part of its employment and ongoing practices has always and wishes to continue, to promote an environment of equality and fairness and therefore recognises and complies with the Disability Discrimination Act 1995 (DDA).
The Disability Discrimination Act defines 'disability' as a physical or mental impairment which has a substantial and long-term adverse effect on a person's ability to carry out their normal day-to-day activities. The act makes it unlawful for employees to discriminate against current or prospective workers who have a disability or who have had a disability in the past. When an employer treats a person with a disability less favourably than he treats other people and this cannot be justified then discrimination has taken place. The employer also has a duty to make a 'reasonable adjustment' in relation to the disabled person and failure to do so is again discrimination, if it cannot be justified. 

Greenhouse gas emissions, energy consumption and energy efficiency action

The company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.
We fully recognise our responsibility to protect the environment and we have a strong environmental policy, objectives and guidelines in place which we review and update regularly. The company complies with all regulations covering the processing and disposal of toxic & non-toxic waste, and uses qualified licensed contractors for the collection and disposal of waste where appropriate. We make every effort to keep our neighbours in the local community safe from any potential harm caused by our activities by closely managing our emissions and waste.

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'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's auditors are aware of that information.

Post balance sheet events

In April 2024, Modutec Limited acquired a majority stake in Seaking Electrical Limited (`Seaking`), headquartered in England.  Seaking provides hazardous area electrical services in the marine, defence, renewables and offshore sectors.  
In November 2024, Langfields Group Limited acquired a majority shareholding in Premium Fabrications Limited (`PremFab`) based in Rochdale. PremFab specialise in high-end stainless steel fabrication and component manufacture to the pharmaceutical, food and beverage, petrochemical and nuclear industries. 

Auditors

The auditorsAnderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 5

 
ENVOY & PARTNERS LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024

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





I R MacGregor
Director

Date: 18 December 2024

Page 6

 
ENVOY & PARTNERS LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024

The directors are responsible for preparing the Strategic report, the Directors' 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 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 of the profit or loss of the company for that period.

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

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

make judgements 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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 7

 
ENVOY & PARTNERS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENVOY & PARTNERS LIMITED
 

Opinion


We have audited the financial statements of Envoy & Partners Limited (the 'company') for the year ended 31 January 2024, which comprise the Statement of comprehensive income, the Balance sheet, the 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 company's affairs as at 31 January 2024 and of its 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 company 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 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 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.


Page 8

 
ENVOY & PARTNERS LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENVOY & PARTNERS LIMITED (CONTINUED)

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 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 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 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 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 9

 
ENVOY & PARTNERS LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENVOY & PARTNERS LIMITED (CONTINUED)

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 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:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in the contect was Taxation legislation plus the Companies Act 2006. 

We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:

Management override of controls to manipulate the company's key performance indicators to meet targets;
Timing and completeness of revenue recognition;
Management judgements applied in calculating provisions; and
Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading.

Our audit procedures to respond to these risks included:

Testing of journal entries and other adjustments for appropriateness;
Evaluating the business rationale of significant transactions outside the normal course of business;
Reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Enquiries of management about litigation and claims and inspection of relevant correspondence;
Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations; and
Performing a disclosure checklist on the financial statements to ensure Companies Act 2006 requirements are satisfied.

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

 
ENVOY & PARTNERS LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ENVOY & PARTNERS 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.





Derek Mair (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Kingshill View
Prime Four Business Park
Kingswells
AB15 8PU

18 December 2024
Page 11

 
ENVOY & PARTNERS LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
330
2

Cost of sales
  
(11)
(39)

Gross profit/(loss)
  
319
(37)

Administrative expenses
  
(437)
(1,288)

Operating loss
 5 
(118)
(1,325)

Income from fixed assets investments
 9 
1,297
60,755

Interest payable and similar expenses
 10 
(17)
(848)

Profit before tax
  
1,162
58,582

Tax on profit
 11 
(136)
(271)

Profit for the financial year
  
1,026
58,311

There was no other comprehensive income for 2024 (2023 - £nil).

The notes on pages 16 to 27 form part of these financial statements.

Page 12

 
ENVOY & PARTNERS LIMITED
REGISTERED NUMBER:SC612941

BALANCE SHEET
AS AT 31 JANUARY 2024

2024
2023
Note
£000
£000

Fixed assets
  

Tangible assets
 13 
-
33

Investments
 14 
32,031
32,031

  
32,031
32,064

Current assets
  

Debtors: amounts falling due within one year
 15 
7,557
8,986

Cash at bank and in hand
 16 
-
1,729

  
7,557
10,715

Creditors: amounts falling due within one year
 17 
(705)
(3,625)

Net current assets
  
 
 
6,852
 
 
7,090

Total assets less current liabilities
  
38,883
39,154

  

Net assets
  
38,883
39,154


Capital and reserves
  

Called up share capital 
 19 
1
1

Share premium account
 20 
56
56

Capital redemption reserve
 20 
-
-

Other reserves
 20 
4,597
4,597

Profit and loss account
 20 
34,229
34,500

  
38,883
39,154


Page 13

 
ENVOY & PARTNERS LIMITED
REGISTERED NUMBER:SC612941

BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2024

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




I R MacGregor
Director

Date: 18 December 2024

The notes on pages 16 to 27 form part of these financial statements.

Page 14

 
ENVOY & PARTNERS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£000
£000
£000
£000
£000


At 1 February 2022
2
75
15,273
9,454
24,804



Profit for the year
-
-
-
58,311
58,311

Dividends: Equity capital
-
-
-
(25,960)
(25,960)

Capital reduction of merger reserve
-
-
(10,676)
10,676
-

Purchase of shares
(1)
(19)
-
(17,981)
(18,001)



At 1 February 2023
1
56
4,597
34,500
39,154



Profit for the year
-
-
-
1,026
1,026

Dividends: Equity capital
-
-
-
(1,297)
(1,297)


At 31 January 2024
1
56
4,597
34,229
38,883


The notes on pages 16 to 27 form part of these financial statements.

Page 15

 
ENVOY & PARTNERS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.


General information

Envoy & Partners Limited (the `company`) is a private company limited by shares and is incorporated in the United Kingdom. The address of the registered office is First Floor Aurora House, 8 Inverness Campus, Inverness, IV2 5NA. 
The principal activity of the company is as an investor and growth partner providing strategic and financial support to our portfolio companies.

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 management to exercise judgement in applying the company's accounting policies (see note 3).

All amounts in the financial statements have been rounded to the nearest £1,000.

  
2.2

Going concern

The directors, having made due and careful enquiry, are of the opinion that the company have adequate working capital to execute their operations for a period of at least 12 months following the date of approval of these financial statements.  As noted in the post balance sheet events note, a new banking facility was entered into post year end as part of the change in ownership of the group.  Management have prepared budgets and cashflow forecasts which are reviewed on a regular basis.  The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation the company plus wider group have adequate resources to continue in operational existence for the foreseeable future.
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements. 

 
2.3

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Envoy Capital Management Limited as at 31 March 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
2.4

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 16

 
ENVOY & PARTNERS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

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.

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company 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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.7

Finance costs

Finance costs are charged to profit or loss 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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

  
2.9

Pensions

Defined contribution pension plan
The company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense on 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 company in independently administered funds.

Page 17

 
ENVOY & PARTNERS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

 
2.11

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.

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

Depreciation is provided on the following basis:

Tenants improvements
-
2% straight line
Motor vehicles
-
20% straight line
Computer equipment
-
25 - 33% straight line

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 profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 18

 
ENVOY & PARTNERS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.13

Debtors

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

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 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.

 
2.15

Creditors

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

 
2.16

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 profit or loss.

 
2.17

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

 
2.18

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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 102 requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates.

No key sources of estimation uncertainty were identified.

Page 19

 
ENVOY & PARTNERS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

4.


Turnover

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


2024
2023
£000
£000

Provison of services
330
2

330
2


All turnover arose within the United Kingdom during the current and prior period.


5.


Operating loss

The operating loss is stated after charging:

2024
2023
£000
£000

Exchange differences
-
103

Depreciation
5
15


6.


Auditors' remuneration

2024
2023
£000
£000


Fees payable to the company's auditors for the audit of the company's financial statements
3
3

Page 20

 
ENVOY & PARTNERS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

7.


Employees

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


2024
2023
£000
£000

Wages and salaries
134
354

Social security costs
11
59

Cost of defined contribution scheme
8
9

153
422


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


        2024
        2023
            No.
            No.







Administration and management
3
11


8.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
18
97

18
97



9.


Income from investments

2024
2023
£000
£000

Dividends received
1,297
60,755

1,297
60,755





10.


Interest payable and similar expenses

2024
2023
£000
£000


Bank interest payable
17
848

17
848

Page 21

 
ENVOY & PARTNERS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

11.


Taxation


2024
2023
£000
£000

Corporation tax


Adjustments in respect of previous periods
136
271

Total current tax

136
271


Tax on profit
136
271

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£000
£000


Profit on ordinary activities before tax
1,130
58,582


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
282
11,131

Effects of:


Non-tax deductible amortisation of goodwill and impairment
42
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
191

Other permanent differences
-
1

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
(324)
(11,543)

Adjustments relating to prior periods
136
50

Remeasurement of deferred tax for changes in tax rates
-
(69)

Deferred tax asset not recognised
-
510

Total tax charge for the year
136
271


12.


Dividends

2024
2023
£000
£000


Dividends paid
1,297
25,960

Page 22

 
ENVOY & PARTNERS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

13.


Tangible fixed assets





Freehold property
Motor vehicles
Computer equipment
Total

£000
£000
£000
£000





At 1 February 2023
21
33
23
77


Transfers
(21)
(33)
(23)
(77)



At 31 January 2024

-
-
-
-





At 1 February 2023
14
11
19
44


Charge for the year on owned assets
1
3
3
7


Transfers
(15)
(14)
(22)
(51)



At 31 January 2024

-
-
-
-



Net book value



At 31 January 2024
-
-
-
-



At 31 January 2023
7
22
4
33


14.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 February 2023
32,031



At 31 January 2024
32,031




Page 23

 
ENVOY & PARTNERS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Rigfit International FZC
201, Taneem House, PO 48271, Al Barsha Street, Dubai, United Arab Emirates
Ordinary
90%
Rigfit International LLC
201, Taneem House, PO 48271, Al Barsha Street, Dubai, United Arab Emirates
Ordinary
90%
Global Energy Group Norge AS
First Floor Aurora House, 8 Inverness Campus, Inverness, IV2 5NA
Ordinary
100%
GQS-UK Limited
First Floor Aurora House, 8 Inverness Campus, Inverness, IV2 5NA
Ordinary
100%
GQS Group Limited
First Floor Aurora House, 8 Inverness Campus, Inverness, IV2 5NA
Ordinary
100%
Envoy Group Asia Pacific Pty Ltd
Level 3, Suite 16, 30 Hasler Road, Osborne Park, Perth, WA, 6017, Australia
Ordinary
100%
Modutec Holdings Limited
First Floor Aurora House, 8 Inverness Campus, Inverness, IV2 5NA
Ordinary
100%

Page 24

 
ENVOY & PARTNERS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

15.


Debtors

2024
2023
£000
£000


Trade debtors
32
397

Amounts owed by group undertakings
6,284
7,105

Other debtors
206
171

Prepayments and accrued income
3
416

Tax recoverable
287
152

Deferred taxation
745
745

7,557
8,986


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


16.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
-
1,729

Less: bank overdrafts
(187)
-

(187)
1,729



17.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Bank overdrafts
187
-

Trade creditors
-
155

Amounts owed to group undertakings
-
3,156

Other taxation and social security
-
20

Other creditors
517
82

Accruals and deferred income
1
212

705
3,625


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Page 25

 
ENVOY & PARTNERS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

18.


Deferred taxation




2024


£000






At the begining and end of the year
745

The deferred tax asset is made up as follows:

2024
2023
£000
£000


Accelerated capital allowances
(1)
(1)

Tax losses carried forward
744
744

Short term timing differences
2
2

745
745


19.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



119,100 (2023 - 119,100) A Ordinary shares of £0.01 each
1
1



20.


Reserves

Share premium account

The share premium reserve represents the amounts paid in excess of the nominal value for the company's share capital.

Capital redemption reserve

The capital redemption reserve is non-distributable reserve used to maintain the capital base of the company following a redemption of shares or share buyback 

Other reserves

Other reserves represent a merger reserve.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

Page 26

 
ENVOY & PARTNERS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

21.


Pension commitments

The company contributes to a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £8k (2023 - £9k). Contributions totalling £nil (2023 - £4k) were payable to the fund at the Balance Sheet date and are included in creditors.


22.


Related party transactions

The company has taken advantage of the exemption available in FRS 102 Section 33 "Related Party Disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group which it is a member.
During the year the company entered into transactions, in the normal course of business, with related parties.


23.


Post balance sheet events

In April 2024, Modutec Limited acquired a majority stake in Seaking Electrical Limited (`Seaking`), headquartered in England.  Seaking provides hazardous area electrical services in the marine, defence, renewables and offshore sectors.  
In November 2024, Langfields Group Limited acquired a majority shareholding in Premium Fabrications Limited (`PremFab`) based in Rochdale.  PremFab specialise in high-end stainless steel fabrication and component manufacture to the pharmaceutical, food and beverage, petrochemical and nuclear industries. 


24.


Controlling party

The immediate controlling party is Envoy Group Holdings Limited, a company registered in the United Kingdom. The ultimate parent undertaking is Envoy Capital Management Limited, a company also registered in the United Kingdom. The controlling party of Envoy Capital Management Limited is I R MacGregor.
Envoy Capital Management Limited is the smallest and largest group of which Envoy & Partners Limited is a member and for which consolidated group financial statements are drawn up. The consolidated financial statements of  First Floor Aurora House, 8 Inverness Campus, Inverness, IV2 5NA..

Page 27