Caseware UK (AP4) 2024.0.164 2024.0.164 false2024-01-01falseDistribution and maintenance of humidifier systems6566falsefalse 01652665 2024-01-01 2024-12-31 01652665 2023-01-01 2023-12-31 01652665 2024-12-31 01652665 2023-12-31 01652665 2023-01-01 01652665 1 2024-01-01 2024-12-31 01652665 1 2023-01-01 2023-12-31 01652665 3 2024-01-01 2024-12-31 01652665 3 2023-01-01 2023-12-31 01652665 4 2024-01-01 2024-12-31 01652665 4 2023-01-01 2023-12-31 01652665 5 2024-01-01 2024-12-31 01652665 5 2023-01-01 2023-12-31 01652665 d:ContinuingOperations 2024-01-01 2024-12-31 01652665 d:ContinuingOperations 2023-01-01 2023-12-31 01652665 d:DiscontinuedOperations 2024-01-01 2024-12-31 01652665 d:DiscontinuedOperations 2023-01-01 2023-12-31 01652665 e:CompanySecretary1 2024-01-01 2024-12-31 01652665 e:Director2 2024-01-01 2024-12-31 01652665 e:Director2 2024-12-31 01652665 e:Director5 2024-01-01 2024-12-31 01652665 e:Director6 2024-01-01 2024-12-31 01652665 e:Director7 2024-01-01 2024-12-31 01652665 e:Director7 2024-12-31 01652665 e:Director8 2024-01-01 2024-12-31 01652665 e:Director8 2024-12-31 01652665 e:RegisteredOffice 2024-01-01 2024-12-31 01652665 d:Buildings 2024-01-01 2024-12-31 01652665 d:Buildings 2024-12-31 01652665 d:Buildings 2023-12-31 01652665 d:Buildings d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 01652665 d:PlantMachinery 2024-01-01 2024-12-31 01652665 d:OfficeEquipment 2024-01-01 2024-12-31 01652665 d:OfficeEquipment 2024-12-31 01652665 d:OfficeEquipment 2023-12-31 01652665 d:OfficeEquipment d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 01652665 d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 01652665 d:CurrentFinancialInstruments 2024-12-31 01652665 d:CurrentFinancialInstruments 2023-12-31 01652665 d:Non-currentFinancialInstruments 2024-12-31 01652665 d:Non-currentFinancialInstruments 2023-12-31 01652665 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 01652665 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 01652665 d:ReportableOperatingSegment1 2024-01-01 2024-12-31 01652665 d:ReportableOperatingSegment1 2023-01-01 2023-12-31 01652665 d:ReportableOperatingSegment2 2024-01-01 2024-12-31 01652665 d:ReportableOperatingSegment2 2023-01-01 2023-12-31 01652665 f:UnitedKingdom 2024-01-01 2024-12-31 01652665 f:UnitedKingdom 2023-01-01 2023-12-31 01652665 f:RestEuropeOutsideUK 2024-01-01 2024-12-31 01652665 f:RestEuropeOutsideUK 2023-01-01 2023-12-31 01652665 f:RestWorldOutsideUK 2024-01-01 2024-12-31 01652665 f:RestWorldOutsideUK 2023-01-01 2023-12-31 01652665 d:UKTax 2024-01-01 2024-12-31 01652665 d:UKTax 2023-01-01 2023-12-31 01652665 d:ShareCapital 2024-01-01 2024-12-31 01652665 d:ShareCapital 2024-12-31 01652665 d:ShareCapital 2023-01-01 2023-12-31 01652665 d:ShareCapital 2023-12-31 01652665 d:ShareCapital 2023-01-01 01652665 d:CapitalRedemptionReserve 2024-01-01 2024-12-31 01652665 d:CapitalRedemptionReserve 2024-12-31 01652665 d:CapitalRedemptionReserve 2023-01-01 2023-12-31 01652665 d:CapitalRedemptionReserve 2023-12-31 01652665 d:CapitalRedemptionReserve 2023-01-01 01652665 d:RevaluationReserve 2024-01-01 2024-12-31 01652665 d:RevaluationReserve 2024-12-31 01652665 d:RevaluationReserve 2023-01-01 2023-12-31 01652665 d:RevaluationReserve 2023-12-31 01652665 d:RevaluationReserve 2023-01-01 01652665 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 01652665 d:RetainedEarningsAccumulatedLosses 2024-12-31 01652665 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 01652665 d:RetainedEarningsAccumulatedLosses 2023-12-31 01652665 d:RetainedEarningsAccumulatedLosses 2023-01-01 01652665 e:FRS102 2024-01-01 2024-12-31 01652665 e:Audited 2024-01-01 2024-12-31 01652665 e:FullAccounts 2024-01-01 2024-12-31 01652665 e:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 01652665 d:Subsidiary1 2024-01-01 2024-12-31 01652665 d:Subsidiary1 1 2024-01-01 2024-12-31 01652665 d:Subsidiary2 2024-01-01 2024-12-31 01652665 d:Subsidiary2 1 2024-01-01 2024-12-31 01652665 d:Subsidiary3 2024-01-01 2024-12-31 01652665 d:Subsidiary3 1 2024-01-01 2024-12-31 01652665 d:Subsidiary4 2024-01-01 2024-12-31 01652665 d:Subsidiary4 1 2024-01-01 2024-12-31 01652665 2 2024-01-01 2024-12-31 01652665 6 2024-01-01 2024-12-31 01652665 g:PoundSterling 2024-01-01 2024-12-31 iso4217:GBP xbrli:pure

Registered number: 01652665










Condair Limited










Annual report and financial statements

For the year ended 31 December 2024

 
Condair Limited
 

Company Information


Directors
D Marshall-George 
T Tullett 
P Von Heimendahl 
R Dietsche 




Company secretary
J J Stone



Registered number
01652665



Registered office
Artex Avenue
Rustington, Littlehampton

BN16 3LN




Independent auditor
Kreston Reeves LLP
Chartered Accountants & Statutory Auditor

9 Donnington Park

85 Birdham Road

Chichester

West Sussex

PO20 7AJ





 
Condair Limited
 

Contents



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 26


 
Condair Limited
 

Strategic report
For the year ended 31 December 2024

Introduction
 
Condair Group are the leading manufacturer of commercial and industrial humidity control equipment and
evaporative cooling systems, setting standards with regard to energy efficiency and hygienic solutions. The Condair Group consists of sales and service organisations in 23 countries, production sites in Europe, North America and China, and international sales partners in more than 50 locations.
Condair is represented in the UK by Condair Limited. The principal activity of the company is to offer humidity control system design, with the distribution and maintenance of humidifiers and dehumidifier systems. The company provides nationwide coverage with an extensive team of sales and service engineers, strategically located across the UK and Ireland. In addition, the company is a market leader in the distribution and sales of a range of complimentary products such as dehumidifiers and air curtains.

Business review
 
The company performed well during 2024, with growth in all areas of the core business and service business, carrying good momentum into 2025.
2024 saw a focus on global processes and common systems, with the company moving onto the Condair Group IT platforms. This puts the business in a strong position to accommodate future growth as a leader in quality systems and efficient processes.
The Condair Group manufacturing business continued to function successfully, investing in future development and further innovations to increase productivity. Through proactive supplier management Condair maintained lead times, product quality and on time delivery, demonstrating the strength and resilience of the manufacturing and supply chain side of the Condair Group.
The company successfully managed net working capital and is well placed to invest and react swiftly to future developments.
Condair continues to live its vision, mission and values and these define who we are as an organisation and are key to our long-term success.
Our vision is to create healthier built environments and increase productivity, with the optimal humidity for a better life.
Our mission is to be driven by our customers’ needs and supported by science, we engineer reliable and sustainable solutions.
Our values are we act on our vision, we are reliable, we are results orientated, we empower our people, and we improve human life.
Condair prides itself on being a people first organisation, focusing on being an employer of choice and by continuing to be accredited by Investors In People.
The company remains in a strong financial position in terms of its balance sheet and access to liquid funds, both from its own resources and from access to a cash pool facility managed by Condair Group AG based in Switzerland. Cash flow has remained strong throughout the year.

Page 1

 
Condair Limited
 

Strategic report (continued)
For the year ended 31 December 2024

Principal risks and uncertainties
 
Financial Instruments and Business Risks
The company does not use significant financial instruments, other than debtors, creditors and other items that arise directly from its operations. The main purpose of these financial instruments is to enable the smooth operation of the business.
The main risks from the company's financial instruments are liquidity risk, supply risk, currency risk and credit risk. Senior management reviews and agrees policies for managing these risks and these are summarised below:
Liquidity risk
The company seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. As part of these procedures, the company has in place sufficient facilities with its bankers to fulfil its ongoing cash flow requirements including an overdraft facility which is currently unused. There is a currently unused facility to borrow from other group companies.
Supply risk
The company is dependent on other group companies for the supply of its major product ranges. It is consequently reliant on them in terms of quality, quantity and lead time.
Foreign currency risk
The company's principal currency risk exposures are primarily to the effect of Euro/Sterling and exchange rates due to the significant levels of imports and exports. Foreign currency bank accounts are maintained to mitigate the risk to the company.
Credit risk
The credit risk arises from the collection of trade debtors. Procedures have been implemented for the collection of these debtors in order to manage the relative risks and trade debtors are reviewed monthly by the board of directors. Credit control is tight and there is a low historic level of bad debts.
Qualifying third party indemnity provisions
Qualifying indemnity insurance cover has been arranged in respect of the personal liabilities which may be incurred by directors and officers of the company during the course of their service to the company. This insurance has been in place during the year and on the date of this report.
Outlook for 2025 & Discontinued Operations
Due to the import/export implications of Brexit and the growing business in Ireland, the Irish operations were transferred to the newly established Condair Limited in Ireland. This shift facilitated easier EU-to-EU trade, reduced shipping timeframes, and lowered costs.
As part of the strategic plan of Condair Group a decision was made to divest the non-strategic Air Curtains division of Condair UK. Further to this a management buy-out of this division was completed as of November 2024. As a result of the divestment, the UK business will concentrate solely on Condair Group business and its established markets. Starting 2025 with a strong order backlog indicating a positive outlook for 2025.

Page 2

 
Condair Limited
 

Strategic report (continued)
For the year ended 31 December 2024

Financial key performance indicators

2024
2023
2022
2021
        £
        £
        £
        £

Sales

12,805,324

13,063,787

13,486,687
 
12,060,366
 
Gross margin (%)

43

34

36
 
31
 
Exceptional items

-

-

(28,748)
 
1,738,061
 
Operating profit

2,060,962

1,503,159

2,383,282
 
2,132,684
 
Operating margin (%)

16

12

18
 
18
 
Pre-tax profit

4,058,800

1,497,808

2,374,998
 
2,129,576
 
Profit/(loss) for the year

3,023,665

1,107,887

2,284,972
 
1,718,843
 

Included in the Pre-tax profits for this year is the profit on disposal of discontinued operations of £2,027,577. 


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



D Marshall-George
Director

Date: 14 March 2025

Page 3

 
Condair Limited
 

 
Directors' report
For the year ended 31 December 2024

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

Directors' responsibilities statement

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 judgments and accounting estimates that are reasonable and prudent;

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.

Results and dividends

The profit for the year, after taxation, amounted to £3,023,665 (2023 - £1,107,887).

Directors

The directors who served during the year were:

A J A Fleming (resigned 1 December 2024)
D Marshall-George 
T Tullett 
P Von Heimendahl (appointed 28 November 2024)
R Dietsche (appointed 28 November 2024)

Future developments

The company’s strategy is to continue developing exciting new markets in 2025, to support  further growth through the launch of new products, with focus on end user business segments and services. 
The Condair Group continues to build on its success through new product and market development and through efficient quality operations.

Page 4

 
Condair Limited
 

 
Directors' report (continued)
For the year ended 31 December 2024

Disclosure of information to auditor

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

the directors 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 auditor is aware of that information.

Post balance sheet events

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

Auditor

The auditor, Kreston Reeves LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





D Marshall-George
Director

Date: 14 March 2025

Page 5

 
Condair Limited
 

 
Independent auditor's report to the members of Condair Limited
 

Opinion


We have audited the financial statements of Condair Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, 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 December 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 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 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 Auditor's 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 6

 
Condair Limited
 

 
Independent auditor's report to the members of Condair 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 4, 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 7

 
Condair Limited
 

 
Independent auditor's report to the members of Condair Limited (continued)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


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

Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to revenue recognition, the recoverability of trade debtors, the posting of journal entries to increase profits or reclassify costs and management bias in accounting estimates especially in the stock provision. Audit procedures performed by the engagement team included:
 
Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud, and review of the reports made by management and internal audit; and
Assessment of identified fraud risk factors; and
Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; and
Review of cash and credit card expenditure to confirm no evidence of personal benefit; and
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
Reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax and regulatory authorities; and
Review of internal controls and physical inspection of tangible assets susceptible to fraud or irregularity; and
Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.


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


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Page 8

 
Condair Limited
 

 
Independent auditor's report to the members of Condair Limited (continued)


Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Simon Webber BA(hons) DChA FCA (Senior statutory auditor)
for and on behalf of
Kreston Reeves LLP
Chartered Accountants & Statutory Auditor
Chichester

24 March 2025
Page 9

 
Condair Limited
 

Statement of comprehensive income
For the year ended 31 December 2024

Continuing operations
Discontinued operations
Total
Continuing operations
Discontinued operations
Total
2024
2024
2024
2023
2023
2023
Note
£
£
£
£
£
£

  

Turnover
 4 
9,759,893
3,045,431
12,805,324
9,729,210
3,327,465
13,056,675

Cost of sales
  
(5,553,333)
(1,247,789)
(6,801,122)
(6,445,408)
(1,565,977)
(8,011,385)

Gross profit
  
4,206,560
1,797,642
6,004,202
3,283,802
1,761,488
5,045,290

Administrative expenses
  
(5,275,315)
(321,541)
(5,596,856)
(4,265,719)
(531,139)
(4,796,858)

Other operating income
 5 
1,653,616
-
1,653,616
1,254,727
-
1,254,727

Operating profit
 6 
584,861
1,476,101
2,060,962
272,810
1,230,349
1,503,159

Profit on disposal of discontinued operations
  
2,027,577
-
2,027,577
-
-
-

Interest receivable and similar income
 10 
10,698
-
10,698
7,112
-
7,112

Interest payable and similar expenses
 11 
(40,437)
-
(40,437)
(12,463)
-
(12,463)

Profit before tax
  
2,582,699
1,476,101
4,058,800
267,459
1,230,349
1,497,808

Tax on profit
 12 
(632,912)
(402,223)
(1,035,135)
(69,627)
(320,294)
(389,921)

Profit for the financial year
  
1,949,787
1,073,878
3,023,665
197,832
910,055
1,107,887

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 26 form part of these financial statements.

Page 10

 
Condair Limited
Registered number: 01652665

Balance sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
763,039
808,566

Investments
 14 
4
4

  
763,043
808,570

Current assets
  

Stocks
 15 
496,794
324,863

Debtors: amounts falling due after more than one year
 16 
1,970,000
-

Debtors: amounts falling due within one year
 16 
5,672,772
3,653,301

Cash at bank and in hand
 17 
-
42,387

  
8,139,566
4,020,551

Creditors: amounts falling due within one year
 18 
(4,588,982)
(3,539,159)

Net current assets
  
 
 
3,550,584
 
 
481,392

Total assets less current liabilities
  
4,313,627
1,289,962

  

Net assets
  
4,313,627
1,289,962


Capital and reserves
  

Called up share capital 
  
47,500
47,500

Revaluation reserve
  
72,258
72,258

Capital redemption reserve
  
2,500
2,500

Profit and loss account
  
4,191,369
1,167,704

  
4,313,627
1,289,962


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 March 2025.




D Marshall-George
Director

Page 11

 
Condair Limited
 

Statement of changes in equity
For the year ended 31 December 2024


Called up share capital
Capital redemption reserve
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2023
47,500
2,500
72,258
3,059,817
3,182,075


Comprehensive income for the year

Profit for the year
-
-
-
1,107,887
1,107,887
Total comprehensive income for the year
-
-
-
1,107,887
1,107,887


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(3,000,000)
(3,000,000)



At 1 January 2024
47,500
2,500
72,258
1,167,704
1,289,962


Comprehensive income for the year

Profit for the year
-
-
-
3,023,665
3,023,665
Total comprehensive income for the year
-
-
-
3,023,665
3,023,665


At 31 December 2024
47,500
2,500
72,258
4,191,369
4,313,627


The notes on pages 14 to 26 form part of these financial statements.

Page 12

 
Condair Limited
 

Statement of cash flows
For the year ended 31 December 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
3,023,665
1,107,887

Adjustments for:

Depreciation of tangible assets
45,527
37,415

Loss on disposal of tangible assets
-
2,902

Interest paid
40,437
12,463

Interest received
(10,698)
(7,112)

Taxation charge
1,035,135
389,921

(Increase)/decrease in stocks
(214,354)
192,937

(Increase) in debtors
(409,002)
(18,973)

(Increase)/decrease in amounts owed by groups
(1,610,469)
507,513

(Decrease) in creditors
(118,965)
(107,550)

Increase in amounts owed to groups
633,653
984,403

Net fair value (gains)/losses recognised in P&L
(2,027,577)
-

Corporation tax (paid)
(500,000)
(328,996)

Net cash generated from operating activities

(112,648)
2,772,810


Cash flows from investing activities

Purchase of tangible fixed assets
-
(48,347)

Cash proceeds of sale of the discontinued operations
100,000
-

Interest received
10,698
7,112

Net cash from investing activities

110,698
(41,235)

Cash flows from financing activities

Repayment of loans
-
(72,905)

Repayment of other loans
-
(67,542)

Dividends paid
-
(3,000,000)

Interest paid
(40,437)
(12,463)

Net cash used in financing activities
(40,437)
(3,152,910)

Net (decrease) in cash and cash equivalents
(42,387)
(421,335)

Cash and cash equivalents at beginning of year
42,387
463,722

Cash and cash equivalents at the end of year
-
42,387


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
-
42,387

-
42,387


The notes on pages 14 to 26 form part of these financial statements.

Page 13

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

1.


General information

Condair Limited is a limited company domiciled and incorporated in England and Wales. The company's registered office and principal place of business is Artex Avenue, Rustington, West Sussex, BN16 3LN. 

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 judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are required to be excluded from consolidation by section 402 of the Companies Act 2006.

 
2.3

Going concern

During the year the company achieved another strong year of sales and remained profitable. The Directors have produced budgets and forecasts covering 12 months from the date of signing of the financial statements and accordingly conclude it is appropriate to adopt the going concern basis in preparing the financial statements as outlined in the statement of directors' responsibilities.

 
2.4

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.

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 14

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

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 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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company 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 Company 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.

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.

 
2.6

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 15

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.9

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.

 
2.10

Pensions

Defined contribution pension plan

The Company operates 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 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 Company in independently administered funds.

 
2.11

Taxation

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.


 
2.12

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:

Freehold property
-
5%
Plant and machinery
-
20%
Office equipment
-
20%

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 16

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.14

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 weighted average 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 profit or loss.

 
2.15

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.

 
2.16

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.

In the 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 Company's cash management.

 
2.17

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.

 
2.18

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.

Page 17

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the directors have made the following judgments: 
Tangible fixed assets
The directors determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viabiity and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Stock provision
The company makes a provision against the cost of slow moving and obsolete stock. This is to ensure that the stock value stated in the financial statements represents its value at the lower of cost and net realisable value. Judgments are made on the future saleability of stock when calculating the required provision which are regularly reviewed.
Cost Allocation of Discontinued Operations
The allocation of costs to discontinued operations requires significant judgment to ensure accurate representation of the financial performance and position of both continuing and discontinued operations.
Costs that are directly attributable to the discontinued operations, such as direct staff costs, materials, and overhead costs, are allocated in full to the discontinued operations. 
Where costs are not directly attributable, the company has applied the percentage of income as an appropriate allocation method.


4.


Turnover

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


2024
2023
£
£

Sale of goods
10,384,697
10,997,478

Rendering of services
2,420,627
2,059,197

12,805,324
13,056,675


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
12,594,549
12,058,068

Rest of Europe
204,909
938,388

Rest of the world
5,866
60,219

12,805,324
13,056,675


Page 18

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

5.


Other operating income

2024
2023
£
£

Other operating income
1,503,616
1,254,727

Other income
150,000
-

1,653,616
1,254,727



6.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
(96,877)
145,645

Depreciation of tangible fixed assets
45,527
37,415

Other operating lease rentals
-
204,783

Defined contribution pension cost
159,032
138,779


7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
28,750
27,750

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 19

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

8.


Employees

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


2024
2023
£
£

Wages and salaries
3,560,675
3,218,795

Social security costs
362,232
328,026

Cost of defined contribution scheme
159,032
138,799

4,081,939
3,685,620


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


        2024
        2023
            No.
            No.







Staff and management
61
62



Despatch
4
4

65
66


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
488,873
427,652

488,873
427,652


The highest paid director received remuneration of £170,404 (2023 - £211,153).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £18,072 (2023 - £19,469).


10.


Interest receivable

2024
2023
£
£


Other interest receivable
10,698
7,112

10,698
7,112

Page 20

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

11.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
40,437
12,463

40,437
12,463


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
1,035,135
389,921


1,035,135
389,921


Total current tax
1,035,135
389,921

Deferred tax

Total deferred tax
-
-


Tax on profit
1,035,135
389,921

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
4,058,800
1,497,808


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
1,014,700
352,284

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(5,791)
15,468

Short-term timing difference leading to an increase (decrease) in taxation
26,226
22,169

Total tax charge for the year
1,035,135
389,921


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 21

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024
 
12.Taxation (continued)




13.


Tangible fixed assets





Freehold property
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
1,096,579
64,537
1,161,116



At 31 December 2024

1,096,579
64,537
1,161,116



Depreciation


At 1 January 2024
341,736
10,814
352,550


Charge for the year on owned assets
32,700
12,827
45,527



At 31 December 2024

374,436
23,641
398,077



Net book value



At 31 December 2024
722,143
40,896
763,039



At 31 December 2023
754,843
53,723
808,566


14.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
4



At 31 December 2024
4




Page 22

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Air Curtains Limited
Artex Avenue, Rustington, Littlehampton, West Sussex, England, BN16 3LN
Ordinary
100%
Walter Meier Limited
Artex Avenue, Rustington, Littlehampton, West Sussex, England, BN16 3LN
Ordinary
100%
JS Humidifiers Limited
Artex Avenue, Rustington, Littlehampton, West Sussex, England, BN16 3LN
Ordinary
100%
Condair (UK) Limited
Artex Avenue, Rustington, Littlehampton, West Sussex, England, BN16 3LN
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Air Curtains Limited
1
-

Walter Meier Limited
1
-

JS Humidifiers Limited
1
-

Condair (UK) Limited
1
-


15.


Stocks

2024
2023
£
£

Finished goods and goods for resale (net of provisions)
496,794
324,863

496,794
324,863


Page 23

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

16.


Debtors

2024
2023
£
£

Due after more than one year

Other debtors
1,970,000
-

1,970,000
-


2024
2023
£
£

Due within one year

Trade debtors
2,823,821
2,212,711

Amounts owed by group undertakings
2,704,300
1,093,831

Other debtors
94,708
183,083

Prepayments and accrued income
49,943
159,674

Tax recoverable
-
4,002

5,672,772
3,653,301



17.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
-
42,387

-
42,387



18.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
245,257
475,289

Amounts owed to group undertakings
2,478,879
1,845,226

Corporation tax
535,135
-

Other taxation and social security
880,967
547,753

Other creditors
112,031
28,998

Accruals and deferred income
336,713
641,893

4,588,982
3,539,159


Page 24

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024
19.


Analysis of net debt



At 1 January 2024
Cash flows
£

£

Cash at bank and in hand

42,387

(42,387)



20.


Discontinued operations

Air Curtains 
On 30 November 2024, Condair Limited sold the air curtains division of their business to JS Air Curtains Limited via a management buyout. At this date, all associated stock was transferred to the new entity at cost, along with four sales staff members who were transferred under TUPE regulations, and A Fleming, former Managing Director, and S Smith, former Secretary of the company. A summary of the sale is detailed below:

£


Cash proceeds
100,000

Agreed loan notes on sale (note 16)
1,970,000

2,070,000

Net assets disposed of:


Stocks
(42,423)

 
 
42,423

Profit on disposal before tax
(2,027,577)

The net inflow of cash in respect of the sale of the air curtains division is as follows:

£


Cash consideration
100,000

Net inflow of cash
100,000

Formation of Condair Ireland
On 31 March 2024, following a group restructure, Condair Ireland was formed. From this date, sales in the Irish geographic area were transferred to the new Irish entity and were no longer serviced by Condair Limited. Cash consideration for the transfer was £nil and no tangible fixed assets were transferred. All associated stock as of 31 March was transferred to the new entity at cost, and associated staff members were transferred under TUPE regulations on this date.

Page 25

 
Condair Limited
 

 
Notes to the financial statements
For the year ended 31 December 2024

21.


Pension commitments

The Company operates 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 £159,032 (2023 - £138,779). Contributions totalling £38,189 (2023 - £28,998) were payable to the fund at the balance sheet date and are included in creditors.


22.


Related party transactions

Remuneration of key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. The remuneration of key management personnel is as follows:


2024
2023
£
£

Aggregate remuneration
588,841
606,023
588,841
606,023

During the year, A Fleming,a director who served during the year, was involved in the management buyout of the discontinued operations (see note 20). The total agreed sales price was £2,070,000. At the year end, the company was owed £1,970,000 in relation to the sale.
The company has taken advantage of the exemption available in Section 33.1A of FRS102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.


23.


Controlling party

The company's immediate parent company is Condair Holding AG, a company incorporated in Switzerland. The company's ultimate parent company is Meier Capital Limited, a company incorporated in Switzerland. This is the smallest and largest entity for which the results are consolidated in the consolidated accounts. The ultimate controlling party is Mr S G Meier, a Swiss resident individual.


Page 26