Company registration number 08508187 (England and Wales)
VERTO HR LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
PAGES FOR FILING WITH REGISTRAR
VERTO HR LTD
CONTENTS
PAGE
Balance sheet
1
Notes to the financial statements
2 - 9
VERTO HR LTD
BALANCE SHEET
AS AT
31 AUGUST 2024
31 August 2024
- 1 -
2024
2023
as restated
Notes
£
£
£
£
FIXED ASSETS
Tangible assets
4
34,746
37,416
CURRENT ASSETS
Debtors
5
1,180,466
659,991
Cash at bank and in hand
63,910
1,180,466
723,901
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
6
(1,517,070)
(1,168,529)
NET CURRENT LIABILITIES
(336,604)
(444,628)
TOTAL ASSETS LESS CURRENT LIABILITIES
(301,858)
(407,212)
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
7
(7,500)
(17,500)
PROVISIONS FOR LIABILITIES
(9,354)
NET LIABILITIES
(309,358)
(434,066)
CAPITAL AND RESERVES
Called up share capital
10
10
Profit and loss reserves
(309,368)
(434,076)
TOTAL EQUITY
(309,358)
(434,066)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 2 May 2025 and are signed on its behalf by:
Mr D E Rossi
DIRECTOR
Company registration number 08508187 (England and Wales)
VERTO HR LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 2 -
1
ACCOUNTING POLICIES
COMPANY INFORMATION
Verto HR Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 19 Highfield Road, Edgbaston, Birmingham, B15 3BH.
1.1
ACCOUNTING CONVENTION
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
GOING CONCERN
At the time of approving the financial statements, the directors have a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
TURNOVER
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
1.4
TANGIBLE FIXED ASSETS
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
2% straight line basis
Plant and equipment
20% straight line basis
Fixtures and fittings
20% straight line basis
Computers
33% straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
IMPAIRMENT OF FIXED ASSETS
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
VERTO HR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
ACCOUNTING POLICIES
(Continued)
- 3 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
FINANCIAL INSTRUMENTS
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
VERTO HR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
ACCOUNTING POLICIES
(Continued)
- 4 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.8
EQUITY INSTRUMENTS
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
TAXATION
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
EMPLOYEE BENEFITS
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
RETIREMENT BENEFITS
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
VERTO HR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 5 -
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
EMPLOYEES
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
213
212
4
TANGIBLE FIXED ASSETS
Land and buildings
Plant and machinery etc
Total
£
£
£
COST
At 1 September 2023 and 31 August 2024
35,740
22,977
58,717
DEPRECIATION AND IMPAIRMENT
At 1 September 2023
1,268
20,033
21,301
Depreciation charged in the year
715
1,955
2,670
At 31 August 2024
1,983
21,988
23,971
CARRYING AMOUNT
At 31 August 2024
33,757
989
34,746
At 31 August 2023
34,472
2,944
37,416
5
DEBTORS
2024
2023
AMOUNTS FALLING DUE WITHIN ONE YEAR:
£
£
Trade debtors
570,956
381,148
Corporation tax recoverable
77,225
21,615
Amounts owed by group undertakings
390,000
Other debtors
142,285
257,228
1,180,466
659,991
VERTO HR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 6 -
6
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024
2023
£
£
Bank loans and overdrafts
52,376
10,000
Trade creditors
16,310
3,897
Amounts owed to group undertakings
388,306
271,901
Corporation tax
18,030
Other taxation and social security
236,965
238,633
Other creditors
805,083
644,098
1,517,070
1,168,529
A charge has been registered dated 26 September 2017 for Lloyds Bank PLC which contains fixed charge(s), floating charge(s) and a negative pledge.
7
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024
2023
£
£
Bank loans and overdrafts
7,500
17,500
8
LOANS AND OVERDRAFTS
2024
2023
£
£
Bank loans
17,500
27,500
Bank overdrafts
42,376
59,876
27,500
Payable within one year
52,376
10,000
Payable after one year
7,500
17,500
As at year end there is a legal fixed and floating charge in place dated 26 September 2017 in favour of Lloyds Bank Plc.
9
AUDIT REPORT INFORMATION
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is qualified and includes the following:
VERTO HR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
9
AUDIT REPORT INFORMATION
(Continued)
- 7 -
QUALIFIED OPINION
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 August 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 QUALIFIED OPINION
The previous financial statements for the year ended 31 August 2023 were not audited as exemption was taken under section 477 of the Companies Act 2006. We were unable to satisfy ourselves by alternative means concerning a number of opening balances disclosed in the statement of income and retained earnings and the balance sheet as comparative figures. Whilst we were satisfied with the material accuracy of amounts recorded in the balance sheet as at 31 August 2023, the impact of opening balances on the current period financial performance prevents us from forming an opinion on the financial statements taken as a whole.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
UNCERTAINTLY RELATING TO GOING CONCERN
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in the notes to the financial statements concerning the company's ability to continue as a going concern.
The company has reported a profit of £124,708 during the year ended year ended 31 August 2024, and it had net liabilities of £309,358 at the balance sheet date. These conditions, along with other matters disclosed in the financial statements, indicate the existence of some uncertainty which may cast doubt about the company's ability to continue as a going concern.
The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern.
Senior Statutory Auditor:
James Cruse FCA, FCCA, BSc (Econ) Hons
Statutory Auditor:
JW Hinks LLP
Date of audit report:
2 May 2025
10
RELATED PARTY TRANSACTIONS
TRANSACTIONS WITH RELATED PARTIES
During the year ended 31 August 2024 the company purchased services of £31,833 (2023: £Nil) from Taming Twins Limited, a company controlled and owned by the wife of the director, Mr D E Rossi. As at 31 August 2024 an amount of £Nil (2023: Nil) remained due to Taming Twins Limited from the company.
The following amounts were outstanding at the reporting end date:
2024
2023
AMOUNTS DUE FROM RELATED PARTIES
£
£
Entities under common control
32,184
-
OTHER INFORMATION
VERTO HR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
10
RELATED PARTY TRANSACTIONS
(Continued)
- 8 -
The company has taken advantage of Section 33 of FRS102 related party disclosures, not to disclose related party transactions with it's parent company or between entities of the same group.
11
PARENT COMPANY
The company is 100% owned by PMR Group Limited, a company registered in England.
The ultimate controlling party is deemed to be Mr D E Rossi.
12
DIRECTORS' TRANSACTIONS
DESCRIPTION
% Rate
Opening balance
Amounts advanced
Amounts repaid
Closing balance
£
£
£
£
Mr D E Rossi
-
181,767
191,634
(305,000)
68,401
181,767
191,634
(305,000)
68,401
13
PRIOR PERIOD ADJUSTMENT
CHANGES TO THE BALANCE SHEET
As previously reported
Adjustment
As restated at 31 Aug 2023
£
£
£
CURRENT ASSETS
Debtors due within one year
660,668
(677)
659,991
CREDITORS DUE WITHIN ONE YEAR
Taxation
(298,506)
59,873
(238,633)
Other creditors
(401,923)
90,000
(311,923)
Deferred income
-
(607,973)
(607,973)
Net assets
24,711
(458,777)
(434,066)
CAPITAL AND RESERVES
Profit and loss reserves
24,701
(458,777)
(434,076)
CHANGES TO THE PROFIT AND LOSS ACCOUNT
As previously reported
Adjustment
As restated
PERIOD ENDED 31 AUGUST 2023
£
£
£
Turnover
7,537,896
(607,973)
6,929,923
Taxation
(64,407)
59,196
(5,211)
Profit/(loss) for the financial period
205,366
(548,777)
(343,411)
VERTO HR LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
13
PRIOR PERIOD ADJUSTMENT
(Continued)
- 9 -
RECONCILIATION OF CHANGES IN EQUITY
1 September
31 August
2022
2023
£
£
ADJUSTMENTS TO PRIOR YEAR
Adjustment to deferred revenue
-
(607,973)
Tax element
-
59,196
Dividend
-
90,000
Total adjustments
-
(458,777)
Equity as previously reported
(90,654)
24,711
Equity as adjusted
(90,654)
(434,066)
ANALYSIS OF THE EFFECT UPON EQUITY
Profit and loss reserves
-
(458,777)
RECONCILIATION OF CHANGES IN PROFIT/(LOSS) FOR THE PREVIOUS FINANCIAL PERIOD
2023
£
ADJUSTMENTS TO PRIOR YEAR
Adjustment to deferred revenue
(607,973)
Tax element
59,196
Total adjustments
(548,777)
Profit as previously reported
205,366
Loss as adjusted
(343,411)
NOTES TO RECONCILIATION
A prior year adjustment has been included in respect of the year ended 31 August 2023. The adjustment relates to income that should have been deferred at the year end of £607,793. this has reduced the profit before tax to a loss of £338,200. An adjustment to amend the corporation tax payable for the year ended 31st August 2023 has also been included.
A further adjustment has been made to reverse dividends paid to the company's parent entity of £90,000, due to insufficient reserves being available for distribution.
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