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REGISTERED NUMBER: 02303719 (England and Wales)




















Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 March 2025

for

VES Andover Ltd

VES Andover Ltd (Registered number: 02303719)






Contents of the Financial Statements
for the Year Ended 31 March 2025




Page

Company Information 1

Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 7

Statement of Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


VES Andover Ltd

Company Information
for the Year Ended 31 March 2025







DIRECTORS: J R J Peters
A P L Reade





SECRETARY: K R White





REGISTERED OFFICE: Eagle Close
Chandlers Ford Industrial Estate
Chandlers Ford
Hampshire
SO53 4NF





REGISTERED NUMBER: 02303719 (England and Wales)

VES Andover Ltd (Registered number: 02303719)

Strategic Report
for the Year Ended 31 March 2025

The directors present their strategic report for the year ended 31 March 2025.

OVERVIEW & MARKET CONTEXT
2025 has seen the continued development of the company. In the latter part of the year the company has seen projects being delayed due to market conditions and the uncertainty in the economy which has reduced our expected turnover in the last quarter.

We have purchased the UK and Ireland Airdoor patent and are now able to market and advance this product in our portfolio and we are working with major retailers on roll out of the product.

We were delighted to be awarded winner of the Solent SME Growth100 Entrepreneurial Business of the Year Award in respect of the Airdoor and we look forward to continued success.

REVIEW OF BUSINESS
Revenues increased from £24.85m in 2024 to £25.03m. As noted above, projects being delayed have meant that the growth in turnover has been limited in the year, however this has meant that we have entered 2025/26 with a healthy order book. The manufactured products being the worst affected by the delays.

Manufactured products revenues have decreased by £0.40m including Airdoors. We are delighted to see that the Airdoors revenues are increasing year on year, and the pipeline is excellent. Site services income increased by £0.71m, with other income reducing slightly by £0.13m.

The margin reduced slightly from 40.49% to 39.14%.

Overall, the business made a profit before tax of £1.28m compared to a profit of £1.89m in 2024.

Overheads increased from £8.06m to £8.42m in the year which represents the board's continued investment in the business for future growth. The increase includes the amortisation of the patent and the additional depreciation of the new panel bender which was acquired in December 2024 for £0.47m on a hire purchase agreement. This will significantly improve the efficiency of the business.

We have also invested in a marketing team and attended industry trade shows which has raised our profile in the industry against our goal to become the UK's number 1 air handling unit manufacturer.

The Holding Company received loans from shareholders of £0.80m in 2023 which was lent to the Company. Further repayments of £0.46m have been made in the year leaving an outstanding amount of £0.29m at year end. In addition, the Holding Company had previously obtained a Recovery Loan and CBILS which were lent directly to the Company. The amount outstanding on these loans to the Company amounts to £0.66m.

The Company obtained a loan from HSBC in respect of the purchase of the patent of £2.40m. The Company also has continued support from its bankers by way of an overdraft facility. Debt at the year end, including loans in respect of the borrowings from the Holding Company and hire purchase, amounted to £3.58m (2024: £1.70m).

Cash at bank at the end of the financial year was £0.58m (2024 £0.75m).


VES Andover Ltd (Registered number: 02303719)

Strategic Report
for the Year Ended 31 March 2025

PRINCIPAL RISKS AND UNCERTAINTIES
The principles risks and uncertainties facing the business are namely:

- The continued impact World Events on supply chain pricing and material availability
- Increased potential failures within the supply chain
- A declining appetite for capital projects in the construction sectors during uncertainty
- A declining appetite for exposure to the construction industries (and associated industries) from lenders

In addition, the business is exposed to risks associated with its core operations:
- Changes to the outlook for the UK economy in relation to trade agreements, world events, and the impact on customer demand and supply chain costs
- The operational delivery of equipment and complex solutions in an industry characterised by low margins
- Inflation risks associated with delivering fixed priced solutions, and the long quotation to delivery time
- The credit risks associated with supply products and services ahead of being paid
- The availability of sufficiently skilled people
- The health and safety, both physically and mentally, of our people in a challenging operating environment
- The impact of a material reduction in workload, considering relatively high fixed operating costs

We are ventilation experts and feel our strategic approach where we aim to help craft bespoke solutions for our customers through a partnership model, differentiates us from our competition, which is centred around both our manufacturing and service abilities. This allows us to adapt to the vast needs of our customers with agility to meet any changing product or service demand.

The board are confident that these risks and uncertainties are appropriately addressed and mitigated by our strategies, policies and procedures, and through regularly monitoring and evaluating our business, continually stress testing our strategies and development plans, and by adopting a development and growth culture, continuously training our people with the appropriate skills, qualifications, commitment and drive for our business.


KEY PERFORMANCE INDICATORS

We have tiered measurement and monitoring systems, that have been developed alongside our data systems and aligned to our business goals, strategy and the foreseen risks that the business and industry face.

The key performance indicators are:

Revenue £25.03m (2024: £24.85m)
Gross margin £9.79m (2024: £10.06m)
Gross margin % 39.14% (2024: 40.49%)
Cash £0.54m (2024: £0.75m)

To communicate our performance globally to our staff, we have developed higher level indicators in five critical areas:

- Safety and sustainability
- Learning and development
- Business operations
- Customer satisfaction
- Financial performance

These critical performance areas are reviewed monthly and supported by a host of sub-level indicators to ensure we have a deep understanding of our business performance.

The board meets regularly and is responsible for establishing the headline strategies and long-term vision of the group and ensuring these are communicated and aligned across the business. The board routinely reviews and approves long-term plan and budgets.

During the year the main focus of the board was responding to the ongoing turnaround and improvement in the operation of the business and its effect on key stakeholders and the financial position of the group. In setting the long-term strategies and vision for the business and taking decisions during the financial year, the board has regard for the key stakeholder groups and matters outlined below.


VES Andover Ltd (Registered number: 02303719)

Strategic Report
for the Year Ended 31 March 2025

FUTURE PROSPECTS
Our business planning for 2026 and beyond is predicated upon the assumptions that the momentum seen since the change in management continues. Along with the momentum in the 'core' business we are looking forward to the increase in business with the multi award winning 'Airdoor', having purchased the UK and Ireland patent, and related products. We look to continue to invest in the business with the continued support of our shareholders and bank with planned investments in plant and technology to support our growth plans.

Our pipeline of future work is ever growing, visibility of the longer-term pipeline with our major accounts is now back in the shape we expect with a rapidly growing order book materialising on a monthly basis. Therefore, we anticipate the forecast revenue for 2026 is significantly higher than that achieved in 2025.

We have seen more consistency in our monthly results, we have taken the actions required to improve our financial performance. Our strategic direction remains broadly speaking as it has, we are far more focused on customers, sectors, products and services which are providing an increase to our gross margins despite the labour and costs challenges we face and are likely to continue to do so.

The board is pleased with the rate at which the growth in opportunities, pipeline and order book continues. The board of directors are looking forward to increasing revenue, gross margins and reporting significant growth in EBITDA over the coming years.

EMPLOYEES
Our strategy is to attract, retain, develop and promote the best people, we believe that providing people with opportunities to develop and grow helps ensure that behaviours are aligned with our values, our strategic objectives and provides a strong customer culture and group reputation.

It is the policy of VES to employ, develop and promote the most suitably qualified persons regardless of age religion, gender, sexual orientation or ethnic group or any other grounds not related to a person's ability to work safely and effectively. We believe that the most successful companies are those that embrace inclusion, equality and diversity for our people through the creation of collaborative complementary teams.

Regular employee engagement comes from a number of different channels including:
- A 6 monthly employee investment conversation with their line manager
- An annual people review with the board of directors and heads of departments
- Social media and instant message channels
- Regular personal and group, communications and visits across departments and sites
- Task force groups driving innovation, continuous improvement and cost management.

Engagement with our people and collaboration with our supply chain partners and customers was essential in ensuring continuation of operating activities, with the health, safety and wellbeing of our people and partners a priority.

CUSTOMERS
The group recognises that engagement with customers through listening, understanding, and collaboration is critical to long term success. To this end we have been hosting many customers at our sites in the year.

The directors and heads of departments engage with customers regularly through:
- Dedicated account management
- Workshops before and after key projects
- Regular meetings and site visits, including factory visits
- Digital and social media channels
- Formal and informal customer feedback touch points evaluating key performance indicators

The feedback from customer engagement help to inform the long-term strategies, budgets and business plans, reviewed and approved by the board, including but not limited to the way in which we communicate, collaborate, drive quality, innovation and development, and our people plans, including the team structure and infrastructures.

SUPPLY CHAIN
The group's success and reputation are inextricably linked to its relationships with supply chain partners, so we work very hard to maintain and develop strong, open, collaborative and mutually beneficial relationships with partners across the supply chain. The group aim to deliver over 80% of our supply chain spend with those it has a long-term strategic relationship, which has been immensely important over the last financial year to maintain material availability and only achieved through open communication and future planning.

The board recognises the significance of cashflow and fair and prompt payment to supply chain partners and sets policies, procedures and contract terms accordingly. The board continues to maintain a strong commitment to our supply chain, despite the financial challenges faced.


VES Andover Ltd (Registered number: 02303719)

Strategic Report
for the Year Ended 31 March 2025

SHAREHOLDERS
As a privately owned business with a small group of longstanding and founding member shareholders, the board has a keen interest in understanding shareholder views and objectives and reflecting those when developing our long-term strategic plans.

During the year, shareholders were kept informed of the group results and the financial challenges faced, through regular meetings. This includes the board's decisions not to recommend any dividends for 2025. The Shareholder's loans of £290k to the Group were outstanding at the year-end and they continue to be supportive in the Group's engagement with the banks in providing finance for the business during the difficult trading period.

SUMMARY
The board, with the assistance of the employees, has worked hard to bring the group back into profitability the results of this hard work are evident in the financial performance of the business and the Board would like to thank all members of staff for their assistance.

The board is confident of its ability to grow and produce healthy profits in the future, both from its core business and the new products through its licence with Wirth. The board looks forward to delivering this exciting plan for both parts of the business over the coming years.

ON BEHALF OF THE BOARD:





J R J Peters - Director


6 June 2025

VES Andover Ltd (Registered number: 02303719)

Report of the Directors
for the Year Ended 31 March 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the manufacture, supply, installation and refurbishment of ventilation equipment.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

J R J Peters
A P L Reade

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and then apply them consistently;
-make judgements 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





J R J Peters - Director


6 June 2025

Report of the Independent Auditors to the Members of
VES Andover Ltd

Opinion
We have audited the financial statements of VES Andover Ltd (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 March 2025 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 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.

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

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors 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 Report of the Directors.

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

Report of the Independent Auditors to the Members of
VES Andover Ltd


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

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to health and safety, employment law and company legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements of the Company. 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 and taxation legislation. 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 posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

- Discussions with management, including consideration of known or suspected instances of non-compliance with
laws and regulations and fraud;
- Understanding of management's internal controls designed to prevent and detect irregularities, and fraud;
- Reviewing the Company's legal costs to check for non-compliance with laws and regulations and fraud;
- Review of tax compliance with the involvement of our tax specialists in the audit;
- Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of
expenses;
- Testing transactions entered into outside of the normal course of the Company's business; and
- Identifying and testing journal entries.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
VES Andover Ltd


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Martin Longmore (Senior Statutory Auditor)
for and on behalf of Sumer Auditco Limited
Statutory Auditor
Hermes House
Fire Fly Avenue
Swindon
Wiltshire
SN2 2GA

6 June 2025

VES Andover Ltd (Registered number: 02303719)

Statement of Comprehensive
Income
for the Year Ended 31 March 2025

2025 2024
Notes £    £   

TURNOVER 5 25,034,382 24,846,920

Cost of sales 15,236,766 14,786,321
GROSS PROFIT 9,797,616 10,060,599

Administrative expenses 8,419,730 8,056,803
1,377,886 2,003,796

Other operating income 6 912 1,740
OPERATING PROFIT 8 1,378,798 2,005,536

Interest receivable and similar income 25,601 12,065
1,404,399 2,017,601

Interest payable and similar expenses 9 122,735 118,496
PROFIT BEFORE TAXATION 1,281,664 1,899,105

Tax on profit 10 290,525 104,208
PROFIT FOR THE FINANCIAL YEAR 991,139 1,794,897

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

991,139

1,794,897

VES Andover Ltd (Registered number: 02303719)

Balance Sheet
31 March 2025

2025 2024
Notes £    £    £   
FIXED ASSETS
Intangible assets 11 2,512,007 151,523
Tangible assets 12 781,901 295,769
3,293,908 447,292

CURRENT ASSETS
Stocks 13 1,302,973 1,165,992
Debtors 14 5,622,500 5,351,001
Cash at bank and in hand 584,286 752,683
7,509,759 7,269,676
CREDITORS
Amounts falling due within one year 15 6,890,562 6,782,646
NET CURRENT ASSETS 619,197 487,030
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,913,105

934,322

CREDITORS
Amounts falling due after more than one
year

16

(1,778,477

)

-

PROVISIONS FOR LIABILITIES 20 (217,919 ) (8,752 )
NET ASSETS 1,916,709 925,570

CAPITAL AND RESERVES
Called up share capital 21 100,000 100,000
Retained earnings 1,816,709 825,570
SHAREHOLDERS' FUNDS 1,916,709 925,570

The financial statements were approved by the Board of Directors and authorised for issue on 6 June 2025 and were signed on its behalf by:




J R J Peters - Director



A P L Reade - Director


VES Andover Ltd (Registered number: 02303719)

Statement of Changes in Equity
for the Year Ended 31 March 2025

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 April 2023 100,000 (969,327 ) (869,327 )

Changes in equity
Total comprehensive income - 1,794,897 1,794,897
Balance at 31 March 2024 100,000 825,570 925,570

Changes in equity
Total comprehensive income - 991,139 991,139
Balance at 31 March 2025 100,000 1,816,709 1,916,709

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements
for the Year Ended 31 March 2025

1. STATUTORY INFORMATION

VES Andover Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. STATEMENT OF COMPLIANCE

The financial statements of the company have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland ("FRS 102") and the Companies Act 2006.

3. ACCOUNTING POLICIES

Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The company has adopted FRS 102 in these financial statements.

Basis of preparation
These financial statements are prepared on a going concern basis, under the historical cost convention.

The company's functional and presentation currency is the pound sterling.

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirement of paragraph 3.17(d);
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirement of paragraph 33.7.

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

3. ACCOUNTING POLICIES - continued

Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes.

Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the inputed rate of interest.

The company recognises revenue when the following conditions are satisfied:
- the company has transferred to the buyer the significant risks and rewards of ownership of the goods;
- the company retains neither continuing managerial involvement to the degree associated with ownership nor effective control over the goods sold;
- the amount of revenue can be measured reliably;
- it is probable that the economic benefits associated with the transaction can be measured reliably.

Revenue from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the balance sheet date revenue represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from a customer in advance of services provided the amounts are recorded as deferred income and included as part of creditors due within one year.

Employee benefits

The company provides a range of benefits to employees, including paid holiday arrangements and defined contribution pension plans.

Short term benefits

Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

Defined contribution pension plans

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 obligations are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.

Current or deferred taxation assets and liabilities are not discounted.

Current tax

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.

Deferred tax

Deferred tax arises from timing differences that are differences between taxable profit and the profit as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.

Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.


VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

3. ACCOUNTING POLICIES - continued
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost
less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over the term of the patent or licence.

Development costs are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets
Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs and borrowing costs capitalised.

Depreciation and residual values

Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected useful life as follows:

Short leasehold- over period of lease
Plant and machinery- 15% on straight line basis
Fixtures and fittings- 15% on straight line basis
Computer equipment- 25% on straight line basis
Motor vehicles- 25% on reducing balance basis

The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any changes is accounted for prospectively.

Foreign currencies
Foreign currency transactions are translated into the functional currency using the spot exchange rate at the date of the transaction.

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

Foreign exchange gains and losses that relate to borrowing and cash and cash equivalents are presented in the profit and loss account within finance costs. All other foreign exchange gains and losses are included within administrative expenses.

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

3. ACCOUNTING POLICIES - continued

Leased assets
At inception the company assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.

Finance leased assets

Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases.

Finance leases are capitalised at the commencement of the lease as assets at the value of the lease asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined the company's incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset.

Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date.

The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.

Operating leased assets

Leases that do no transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.

Lease incentives

Incentives received to enter into a finance lease reduce the fair value of the asset and are included in the calculation of the present value of the minimum lease payments.

Incentives received to enter into an operating lease are credited to the profit and loss account, to reduce the lease expense, on a straight-line basis over the period of the lease.

The company has taken advantage of the exemption in respect of lease incentives and credits such lease incentives to the profit and loss account over the period to the first review date on which the rent is adjusted to market rates.

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

3. ACCOUNTING POLICIES - continued

Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below:

Non-financial assets

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset may be impaired. If there is such an indication the recoverable amount of the asset is compared to the carrying amount of the asset.

The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value is use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and risks inherent in the asset.

If the recoverable amount of the asset is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in the profit or loss account.

If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset's cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

Financial assets

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the balance sheet date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Stock

Stock is stated at the lower of cost and estimated selling price less costs to complete and sell. Stock is recognised as an expense in the period in which the related revenue is recognised.

Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method.

At the end of each reporting period stock is assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment is recognised in the profit and loss account. Where a reversal of the impairment is recognised the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

3. ACCOUNTING POLICIES - continued

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Distributions to equity holders

Dividends and other distributions to the company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the company's shareholders. These amounts are recognised in the statement of changes in equity.

Related party transactions

The company discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned.

Financial instruments
The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the assets original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

(ii) Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans and overdrafts and loans from fellow group companies, 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 receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statement in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed below.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

(i) Useful economic life of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.

(ii) Stock provisioning
The company's products are subject to changing industry demands and market trends. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of stock and work in progress.

(iii) Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

5. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2025 2024
£    £   
United Kingdom 24,786,303 24,805,509
Europe 248,079 41,411
25,034,382 24,846,920

An analysis of turnover by class of business is given below:

As restated
20252024
££
Manufactured products18,722,53319,118,392
Site services5,717,9365,006,495
Other593,913722,033
25,034,382 24,846,920

The 2024 restatement relates to manufactured products previously shown within sites services.

6. OTHER OPERATING INCOME
2025 2024
£    £   
Sundry receipts 912 1,740

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

7. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 8,128,710 7,662,677
Social security costs 860,087 788,637
Other pension costs 222,755 200,460
9,211,552 8,651,774

The average number of employees during the year was as follows:
2025 2024

Administration 22 22
Sales 26 25
Works and drawing office 169 164
217 211

2025 2024
£    £   
Directors' remuneration 342,069 327,054
Directors' pension contributions to money purchase schemes 5,040 4,800

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

Information regarding the highest paid director is as follows:
2025 2024
£    £   
Emoluments etc 185,242 177,054
Pension contributions to money purchase schemes 5,040 4,800

8. OPERATING PROFIT

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

2025 2024
£    £   
Hire of plant and machinery 96,303 96,065
Other operating leases 972,827 942,266
Depreciation - owned assets 94,986 76,713
Depreciation - assets on hire purchase contracts 17,719 -
Patents and licences amortisation 42,718 -
Development costs amortisation 17,508 17,508
Auditor's remuneration - auditing of the accounts 50,715 38,750
Auditor's remuneration - other non-audit services 27,654 27,260
Foreign exchange differences (172 ) (1,038 )

9. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Bank loan interest 44,212 -
Interest on loans from group undertakings 74,714 101,052
Overdraft interest 116 165
Other interest 1,159 16,912
Hire purchase 2,534 367
122,735 118,496

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

10. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax 81,358 95,456

Deferred tax:
Other timing differences 209,167 8,752
Tax on profit 290,525 104,208

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Profit before tax 1,281,664 1,899,105
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2024 - 19%)

320,416

360,830

Effects of:
Expenses not deductible for tax purposes 13,539 9,773
Income not taxable for tax purposes - (27 )
Capital allowances in excess of depreciation (114,298 ) (11,911 )
Utilisation of tax losses (90,662 ) (324,345 )
Adjustments to tax charge in respect of previous periods - 95,456
Enhanced deduction in respect of research and development expenditure (47,637 ) (34,320 )
enhanced deduction

Deferred tax 209,167 8,752
Total tax charge 290,525 104,208

11. INTANGIBLE FIXED ASSETS
Patents
and Development
licences costs Totals
£    £    £   
COST
At 1 April 2024 - 172,852 172,852
Additions 2,420,710 - 2,420,710
At 31 March 2025 2,420,710 172,852 2,593,562
AMORTISATION
At 1 April 2024 - 21,329 21,329
Amortisation for year 42,718 17,508 60,226
At 31 March 2025 42,718 38,837 81,555
NET BOOK VALUE
At 31 March 2025 2,377,992 134,015 2,512,007
At 31 March 2024 - 151,523 151,523

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

12. TANGIBLE FIXED ASSETS
Fixtures
Short Plant and and
leasehold machinery fittings
£    £    £   
COST
At 1 April 2024 179,969 887,321 224,639
Additions - 528,718 18,152
At 31 March 2025 179,969 1,416,039 242,791
DEPRECIATION
At 1 April 2024 123,654 796,501 148,657
Charge for year 3,128 57,375 15,255
At 31 March 2025 126,782 853,876 163,912
NET BOOK VALUE
At 31 March 2025 53,187 562,163 78,879
At 31 March 2024 56,315 90,820 75,982

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 April 2024 25,000 1,010,974 2,327,903
Additions - 51,967 598,837
At 31 March 2025 25,000 1,062,941 2,926,740
DEPRECIATION
At 1 April 2024 23,769 939,553 2,032,134
Charge for year 309 36,638 112,705
At 31 March 2025 24,078 976,191 2,144,839
NET BOOK VALUE
At 31 March 2025 922 86,750 781,901
At 31 March 2024 1,231 71,421 295,769

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Plant and
machinery
£   
COST
Additions 472,500
At 31 March 2025 472,500
DEPRECIATION
Charge for year 17,719
At 31 March 2025 17,719
NET BOOK VALUE
At 31 March 2025 454,781

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

13. STOCKS
2025 2024
£    £   
Raw materials 1,177,092 1,032,977
Work-in-progress 125,881 133,015
1,302,973 1,165,992

The amount of stock recognised as an expense in the profit and loss account in the period was £9,379,322 (2024: £9,616,547).

Inventories are stated after provisions for impairment of £43,371 (2024: £33,411).

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Trade debtors 5,473,417 5,197,411
Other debtors 5,629 20,211
Prepayments and accrued income 143,454 133,379
5,622,500 5,351,001

The profit and loss account includes an impairment charge against debtors regarded by company management as irrecoverable of £35,618 (2024: £46,553).

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Bank loans and overdrafts (see note 17) 766,055 -
Hire purchase contracts (see note 18) 85,050 -
Trade creditors 3,635,228 3,288,931
Amounts owed to group undertakings 1,083,938 1,986,246
Corporation Tax 81,358 -
Social security and other taxes 966,973 1,034,192
Other creditors 43,975 38,870
Accruals and deferred income 227,985 434,407
6,890,562 6,782,646

The amounts owed to group undertakings are repayable on demand, unsecured and free of interest.

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2025 2024
£    £   
Bank loans (see note 17) 1,452,452 -
Hire purchase contracts (see note 18) 326,025 -
1,778,477 -

17. LOANS

An analysis of the maturity of loans is given below:

2025 2024
£    £   
Amounts falling due within one year or on demand:
Bank loans 766,055 -

Amounts falling due between one and two years:
Bank loans - 1-2 years 824,370 -

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

17. LOANS - continued
2025 2024
£    £   
Amounts falling due between two and five years:
Bank loans - 2-5 years 628,082 -

During the year ending 31 March 2025 a bank loan for £2,400,000 was taken up. The bank loan is repayable by instalments with final payment due on 13 November 2027 and carries interest at base rate plus 3.00%.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts
2025 2024
£    £   
Net obligations repayable:
Within one year 85,050 -
Between one and five years 326,025 -
411,075 -

Non-cancellable operating leases
2025 2024
£    £   
Within one year 411,818 287,213
Between one and five years 633,158 507,291
In more than five years - 18,765
1,044,976 813,269

19. SECURED DEBTS

The following secured debts are included within creditors:

2025 2024
£    £   
Bank loans 2,218,507 -
Hire purchase contracts 411,075 -
2,629,582 -

The hire purchase creditors are secured on the assets they finance.

Bank loans held by the company and the parent are secured by a multilateral guarantee and a fixed and floating charge over the assets of their subsidiaries.

20. PROVISIONS FOR LIABILITIES
2025 2024
£    £   
Deferred tax 217,919 8,752

Deferred
tax
£   
Balance at 1 April 2024 8,752
Accelerated capital allowances 118,562
Short-term timing differences 131
Utilised tax losses 90,474
Balance at 31 March 2025 217,919

VES Andover Ltd (Registered number: 02303719)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2025

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
100,000 Ordinary £1 100,000 100,000

22. PENSION COMMITMENTS

During the year pension contributions of £5,040 (2024: £4,800) were made on behalf of the directors and contributions of £217,715 (2024: £195,659) were made on behalf of the employees. At the year end outstanding pension contributions payable amounted to £39,812 (2024: £38,100).

23. ULTIMATE PARENT COMPANY

The company is a wholly owned subsidiary of Ventilating Equipment Supply Holdings Limited, a company incorporated in England and Wales. Ventilating Equipment Supply Holdings Limited is the ultimate parent company. The largest and smallest group for which group accounts are drawn up is Ventilating Equipment Supply Holdings Limited. Copies of the parent company's accounts can be obtained from Eagle Close, Chandlers Ford Industrial Estate, Chandlers Ford, Hampshire SO53 4NF.

24. CONTINGENT LIABILITIES

The company has received a claim for unfair dismissal from a previous employee which it is disputing. The claim is in its early stages and at the time of approving the accounts the directors were unable to reliably estimate the quantum, if any, of any liability and accordingly no provision has been made in the accounts.

25. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

26. FINANCIAL RISK MANAGEMENT

The company has exposure to two main areas of risk - liquidity risk and credit risk.

Liquidity risk
The objective of the company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The company expects to meet its financial obligations through normal operating cash flows. In the event that the operating cash flows are insufficient to cover all the financial obligations the company has credit facilities available.

Credit risk
The company may offer credit terms to its customers which allow payment of debt after delivery of the goods or services. The company is at risk to the extent that a customer may be unable to pay the debt on the specified due date. This risk is mitigated by strong ongoing customer relationships and by ongoing credit checks.