| REGISTERED NUMBER: 01492290 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 March 2025 |
| for |
| Ventilating Equipment Supply Holdings |
| Limited |
| REGISTERED NUMBER: 01492290 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 March 2025 |
| for |
| Ventilating Equipment Supply Holdings |
| Limited |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 31 March 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 6 |
| Report of the Independent Auditors | 7 |
| Consolidated Statement of Comprehensive Income | 10 |
| Consolidated Balance Sheet | 11 |
| Company Balance Sheet | 12 |
| Consolidated Statement of Changes in Equity | 13 |
| Company Statement of Changes in Equity | 14 |
| Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Financial Statements | 17 |
| Ventilating Equipment Supply Holdings |
| Limited |
| Company Information |
| for the Year Ended 31 March 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Group 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 or 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 £8.03m 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 Company received loans from shareholders of £0.80m in 2023 which was lent to the subsidiary 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 Company had previously obtained a Recovery Loan and CBILS which were lent directly to the subsidiary Company. The amount outstanding on these loans to the Company amounts to £0.66m. |
| The Group obtained a loan from HSBC in respect of the purchase of the patent of £2.40m. The Group also has continued support from its bankers by way of an overdraft facility. Debt at the year end, amounted to £3.58m (2024:£1.70m). |
| Cash at bank at the end of the financial year was £0.61m (2024 £0.79m). |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Group 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 | £0.61m | (2024: £0.79m) |
| 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. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Group 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. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Group Strategic Report |
| for the Year Ended 31 March 2025 |
| 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. |
| 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: |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Report of the Directors |
| for the Year Ended 31 March 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the group 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. |
| Other changes in directors holding office are as follows: |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - select suitable accounting policies 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Ventilating Equipment Supply Holdings |
| Limited |
| Opinion |
| We have audited the financial statements of Ventilating Equipment Supply Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 March 2025 and of the group's profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Report of the Independent Auditors to the Members of |
| Ventilating Equipment Supply Holdings |
| Limited |
| 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 Group 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 Group. 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 Group'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 Group'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 |
| Ventilating Equipment Supply Holdings |
| Limited |
| 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. |
| for and on behalf of |
| Statutory Auditor |
| Hermes House |
| Fire Fly Avenue |
| Swindon |
| Wiltshire |
| SN2 2GA |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Consolidated |
| 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 | 14,786,325 |
| GROSS PROFIT | 9,797,616 | 10,060,595 |
| Administrative expenses | 8,419,945 | 8,033,432 |
| 1,377,671 | 2,027,163 |
| Other operating income | 6 | 912 | 1,740 |
| OPERATING PROFIT | 9 | 1,378,583 | 2,028,903 |
| Interest receivable and similar income | 26,832 | 13,048 |
| 1,405,415 | 2,041,951 |
| Interest payable and similar expenses | 10 | 122,735 | 118,498 |
| PROFIT BEFORE TAXATION | 1,282,680 | 1,923,453 |
| Tax on profit | 11 | 299,517 | 107,609 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
983,163 |
1,815,844 |
| Profit attributable to: |
| Owners of the parent | 983,163 | 1,815,844 |
| Total comprehensive income attributable to: |
| Owners of the parent | 983,163 | 1,815,844 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Consolidated Balance Sheet |
| 31 March 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 13 | 2,512,007 | 151,523 |
| Tangible assets | 14 | 787,143 | 303,216 |
| Investments | 15 | - | - |
| 3,299,150 | 454,739 |
| CURRENT ASSETS |
| Stocks | 16 | 1,302,973 | 1,165,992 |
| Debtors | 17 | 5,735,791 | 5,457,252 |
| Cash at bank and in hand | 611,630 | 791,600 |
| 7,650,394 | 7,414,844 |
| CREDITORS |
| Amounts falling due within one year | 18 | 6,482,800 | 6,070,691 |
| NET CURRENT ASSETS | 1,167,594 | 1,344,153 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
4,466,744 |
1,798,892 |
| CREDITORS |
| Amounts falling due after more than one year |
19 |
(2,139,026 |
) |
(663,504 |
) |
| PROVISIONS FOR LIABILITIES | 24 | (217,919 | ) | (8,752 | ) |
| NET ASSETS | 2,109,799 | 1,126,636 |
| CAPITAL AND RESERVES |
| Called up share capital | 25 | 154,063 | 154,063 |
| Capital redemption reserve | 27,187 | 27,187 |
| Retained earnings | 1,928,549 | 945,386 |
| SHAREHOLDERS' FUNDS | 2,109,799 | 1,126,636 |
| 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 |
| K R White - Director |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Company Balance Sheet |
| 31 March 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 13 |
| Tangible assets | 14 |
| Investments | 15 |
| CURRENT ASSETS |
| Debtors | 17 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 18 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
19 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 25 |
| Capital redemption reserve |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| Company's (loss)/profit for the financial year | (7,976 | ) | 20,946 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 March 2025 |
| Called up | Capital |
| share | Retained | redemption | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 April 2023 | 154,063 | (870,458 | ) | 27,187 | (689,208 | ) |
| Changes in equity |
| Total comprehensive income | - | 1,815,844 | - | 1,815,844 |
| Balance at 31 March 2024 | 154,063 | 945,386 | 27,187 | 1,126,636 |
| Changes in equity |
| Total comprehensive income | - | 983,163 | - | 983,163 |
| Balance at 31 March 2025 | 154,063 | 1,928,549 | 27,187 | 2,109,799 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 March 2025 |
| Called up | Capital |
| share | Retained | redemption | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 April 2023 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 March 2024 |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 March 2025 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Consolidated Cash Flow Statement |
| for the Year Ended 31 March 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 614,441 | 1,124,610 |
| Interest paid | (120,201 | ) | (118,131 | ) |
| Interest element of hire purchase payments paid |
(2,534 |
) |
(367 |
) |
| Tax (paid)/refunded | (3,334 | ) | 74,536 |
| Net cash from operating activities | 488,372 | 1,080,648 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (2,420,710 | ) | (20,021 | ) |
| Purchase of tangible fixed assets | (173,587 | ) | (150,048 | ) |
| Interest received | 26,832 | 13,048 |
| Net cash from investing activities | (2,567,465 | ) | (157,021 | ) |
| Cash flows from financing activities |
| New loans in year | 2,400,000 | - |
| Loan repayments in year | (484,448 | ) | (302,955 | ) |
| HP repayments in year | (16,429 | ) | (2,650 | ) |
| Amount withdrawn by directors | - | (2,979 | ) |
| Net cash from financing activities | 1,899,123 | (308,584 | ) |
| (Decrease)/increase in cash and cash equivalents | (179,970 | ) | 615,043 |
| Cash and cash equivalents at beginning of year |
2 |
791,600 |
176,557 |
| Cash and cash equivalents at end of year | 2 | 611,630 | 791,600 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Cash Flow Statement |
| for the Year Ended 31 March 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| £ | £ |
| Profit before taxation | 1,282,680 | 1,923,453 |
| Depreciation charges | 175,135 | 96,537 |
| Finance costs | 122,735 | 118,498 |
| Finance income | (26,832 | ) | (13,048 | ) |
| 1,553,718 | 2,125,440 |
| (Increase)/decrease in stocks | (136,981 | ) | 410,082 |
| Increase in trade and other debtors | (276,284 | ) | (933,804 | ) |
| Decrease in trade and other creditors | (526,012 | ) | (477,108 | ) |
| Cash generated from operations | 614,441 | 1,124,610 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 March 2025 |
| 31.3.25 | 1.4.24 |
| £ | £ |
| Cash and cash equivalents | 611,630 | 791,600 |
| Year ended 31 March 2024 |
| 31.3.24 | 1.4.23 |
| £ | £ |
| Cash and cash equivalents | 791,600 | 176,557 |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 1.4.24 | Cash flow | At 31.3.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 791,600 | (179,970 | ) | 611,630 |
| 791,600 | (179,970 | ) | 611,630 |
| Debt |
| Finance leases | - | (411,075 | ) | (411,075 | ) |
| Debts falling due within 1 year | (302,955 | ) | (766,055 | ) | (1,069,010 | ) |
| Debts falling due after 1 year | (663,504 | ) | (1,149,497 | ) | (1,813,001 | ) |
| (966,459 | ) | (2,326,627 | ) | (3,293,086 | ) |
| Total | (174,859 | ) | (2,506,597 | ) | (2,681,456 | ) |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 March 2025 |
| 1. | STATUTORY INFORMATION |
| Ventilating Equipment Supply Holdings Limited is a |
| 2. | STATEMENT OF COMPLIANCE |
| The financial statements of the company and group 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 years presented, unless otherwise stated. |
| Basis of preparation |
| These financial statements are prepared on a going concern basis, under the historical cost convention. |
| The preparation of financial statements 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 and group'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 in note 4. |
| The company and group's functional and presentation currency is the pound sterling. |
| Basis of consolidation |
| The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company. Consolidation has been performed on the acquisition basis of accounting. Uniform accounting policies are adopted throughout the group. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated 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 imputed 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 customers 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. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated 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 amortised evenly over the term of the patent or licence. |
| Development costs are 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. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated 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 not 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 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated 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. |
| 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. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated 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 group 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. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| 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 group. |
| 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 |
| 2025 | 2024 |
| £ | £ |
| Manufactured products | 18,722,533 | 19,118,392 |
| Site services | 5,717,936 | 5,006,495 |
| Other | 593,913 | 722,033 |
| 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 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 7. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries | 8,299,710 | 7,803,677 |
| Social security costs | 882,429 | 806,839 |
| Other pension costs | 297,755 | 293,794 |
| 9,479,894 | 8,904,310 |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Administration | 23 | 25 |
| Sales | 26 | 25 |
| Works and drawing office | 169 | 164 |
| 8. | DIRECTORS' EMOLUMENTS |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration | 396,892 | 476,116 |
| Directors' pension contributions to money purchase schemes | 75,000 | 98,134 |
| The number of directors to whom retirement benefits were accruing during the year with regards to money purchase schemes was 1 (2024: 3). |
| Information regarding the highest paid director is as follows: |
| 2025 | 2024 |
| £ | £ |
| Emoluments etc | 195,827 | 194,840 |
| Pension contributions to money purchase schemes | - | - |
| 9. | 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 | 97,191 | 79,027 |
| 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 | 68,715 | 55,315 |
| Auditor's remuneration - other non-audit services | 70,121 | 38,214 |
| Foreign exchange differences | (172 | ) | (1,038 | ) |
| 10. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Bank loan interest | 118,926 | 101,052 |
| Overdraft interest | 116 | 167 |
| Other interest | 1,159 | 16,912 |
| Hire purchase | 2,534 | 367 |
| 122,735 | 118,498 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 11. | 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 | 90,350 | 98,857 |
| Deferred tax | 209,167 | 8,752 |
| Tax on profit | 299,517 | 107,609 |
| 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 | 1,282,680 | 1,923,453 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 19.076 %) |
320,670 |
366,918 |
| Effects of: |
| Expenses not deductible for tax purposes | 23,048 | 11,206 |
| Income not taxable for tax purposes | - | (28 | ) |
| Capital allowances in excess of depreciation | (113,747 | ) | (11,332 | ) |
| Enhanced deduction in respect of research and development expenditure | (47,637 | ) | (34,320 | ) |
| Marginal Relief | (1,256 | ) | (987 | ) |
| Deferred tax | 209,167 | 8,752 |
| Adjustments to tax charge in respect of previous periods | (66 | ) | 95,456 |
| Utilisation of tax losses | (90,662 | ) | (328,056 | ) |
| Total tax charge | 299,517 | 107,609 |
| 12. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 13. | INTANGIBLE FIXED ASSETS |
| Group |
| 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 |
| 14. | TANGIBLE FIXED ASSETS |
| Group |
| Fixtures |
| Short | Plant and | and |
| leasehold | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1 April 2024 | 316,527 | 887,321 | 224,639 |
| Additions | - | 528,718 | 18,152 |
| At 31 March 2025 | 316,527 | 1,416,039 | 242,791 |
| DEPRECIATION |
| At 1 April 2024 | 252,765 | 796,501 | 148,656 |
| Charge for year | 5,333 | 57,375 | 15,255 |
| At 31 March 2025 | 258,098 | 853,876 | 163,911 |
| NET BOOK VALUE |
| At 31 March 2025 | 58,429 | 562,163 | 78,880 |
| At 31 March 2024 | 63,762 | 90,820 | 75,983 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 14. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 April 2024 | 25,000 | 1,010,972 | 2,464,459 |
| Additions | - | 51,967 | 598,837 |
| At 31 March 2025 | 25,000 | 1,062,939 | 3,063,296 |
| DEPRECIATION |
| At 1 April 2024 | 23,768 | 939,553 | 2,161,243 |
| Charge for year | 309 | 36,638 | 114,910 |
| At 31 March 2025 | 24,077 | 976,191 | 2,276,153 |
| NET BOOK VALUE |
| At 31 March 2025 | 923 | 86,748 | 787,143 |
| At 31 March 2024 | 1,232 | 71,419 | 303,216 |
| 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 |
| Company |
| Short |
| leasehold |
| £ |
| COST |
| At 1 April 2024 |
| and 31 March 2025 |
| DEPRECIATION |
| At 1 April 2024 |
| Charge for year |
| At 31 March 2025 |
| NET BOOK VALUE |
| At 31 March 2025 |
| At 31 March 2024 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 15. | FIXED ASSET INVESTMENTS |
| Company |
| Unlisted investments |
| £ |
| COST |
| At 1 April 2023 | 100,001 |
| At 31 March 2024 | 100,001 |
| NET BOOK VALUE |
| At 31 March 2024 | 100,001 |
| At 31 March 2023 | 100,001 |
| The company's subsidiaries at the balance sheet date included in the consolidated accounts are the following: |
Company name |
Registered office |
Nature of business |
Class of shares held |
% Held |
| VES Andover Limited | Eagle Close, Chandlers Ford Industrial Estate, Chandlers Ford, Hampshire, SO53 4NF |
Manufacture, supply, installation and refurbishment of ventilation equipment |
Ordinary | 100% |
| Air Maintenance Limited |
Unit 9 Tower Industrial Estate, Tower Lane, Eastleigh, Hampshire, SO50 6NZ |
Dormant | Ordinary | 100% |
| 16. | STOCKS |
| Group |
| 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 year was £9,379,322 (2024: £9,616,547). |
| Inventories are stated after provisions for impairment of £43,371 (2024: £33,411). |
| 17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Trade debtors | 5,473,417 | 5,197,411 |
| Amounts owed by group undertakings | - | - |
| Other debtors | 5,630 | 20,212 |
| Prepayments and accrued income | 256,744 | 239,629 |
| 5,735,791 | 5,457,252 |
| The profit and loss account includes an impairment charge against debtors regarded by group management as irrecoverable of £40,568 (2024: £46,553). |
| The amounts owed by group undertakings are repayable on demand, unsecured and free of interest. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Bank loans and overdrafts (see note 20) | 1,069,010 | 302,955 |
| Hire purchase contracts (see note 21) | 85,050 | - |
| Trade creditors | 3,673,466 | 3,295,962 |
| Corporation Tax | 90,416 | 3,400 |
| Social security and other taxes | 976,634 | 1,047,235 |
| Other creditors | 333,975 | 968,832 |
| Accruals and deferred income | 254,249 | 452,307 |
| 6,482,800 | 6,070,691 |
| 19. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Bank loans (see note 20) | 1,813,001 | 663,504 |
| Hire purchase contracts (see note 21) | 326,025 | - |
| 2,139,026 | 663,504 |
| 20. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 1,069,010 | 302,955 |
| Amounts falling due between one and two | years: |
| Bank loans - 1-2 years | 1,087,950 | 302,955 |
| Amounts falling due between two and five | years: |
| Bank loans - 2-5 years | 725,051 | 360,549 |
| The Group has three loans outstanding which are repayable by instalments with repayment dates of November 2026, November 2027 and December 2027. They carry interest rates of base rate plus 3.00 - 3.99%. |
| 21. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire purchase contracts |
| 2025 | 2024 |
| £ | £ |
| Net obligations repayable: |
| Within one year | 85,050 | - |
| Between one and five years | 326,025 | - |
| 411,075 | - |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 21. | LEASING AGREEMENTS - continued |
| Group |
| Non-cancellable operating | leases |
| 2025 | 2024 |
| £ | £ |
| Within one year | 997,568 | 906,140 |
| Between one and five years | 2,976,158 | 2,850,291 |
| In more than five years | 6,192,771 | 6,797,286 |
| 10,166,497 | 10,553,717 |
| Company |
| Non-cancellable operating | leases |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| 22. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Bank loans | 2,882,011 | 966,459 |
| Hire purchase contracts | 411,075 | - | - | - |
| 3,293,086 | 966,459 |
| The bank loans are secured by a multilateral guarantee and a fixed and floating charge over the assets of the company and its subsidiaries. |
| The hire purchase creditors are secured on the assets they finance. |
| 23. | FINANCIAL INSTRUMENTS |
| The carrying value of the company's financial assets and liabilities are summarised by category below: |
| 2025 | 2024 |
| £ | £ |
| Financial Assets |
| Measured at undiscounted amount receivable |
| - Trade and other debtors and accrued income | 5,474,097 | 5,217,623 |
| - Cash at bank and at hand | 611,629 | 791,601 |
| 6,085,726 | 6,009,224 |
| Financial liabilities |
| Measured at undiscounted amount payable |
| - Trade and other creditors, accruals and HP contracts | 4,672,686 | 4,717,101 |
| - Loans | 2,882,011 | 966,459 |
| 7,554,697 | 5,683,560 |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 24. | PROVISIONS FOR LIABILITIES |
| Group |
| 2025 | 2024 |
| £ | £ |
| Deferred tax | 217,919 | 8,752 |
| Group |
| 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 |
| 25. | CALLED UP SHARE CAPITAL |
| Allotted, issues and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| 15,408 | Ordinary "A" | £1 | 15,408 | 126,876 |
| 98,784 | Ordinary "B" | £1 | 98,784 | 18,128 |
| 9,059 | Ordinary "C" | £1 | 9,059 | 9,059 |
| 30,812 | Ordinary "D" | £1 | 30,812 | - |
| 154,063 | 154,063 |
| Each class of share ranks pari passu with all of the others other than the fact that the board are able to vote dividends separately to each class. |
| During the financial year ended 30 September 2017 9,059 £1 "C" shares were converted into £1 "B" shares by written resolution. Shortly after that the company purchased 2,878 ordinary B shares as part of a multiple phased completion buy back scheme, the ultimate outcome of which will provide for the purchase of 27,187 B shares. The purchase took legal effect in half yearly instalments over the following 8 years, the final purchase took place in December 2024. The accounting effect of all these transactions was reflected in the financial statements on the date in which the scheme commenced. |
| During the financial year ended 31 March 2025 111,468 £1 "A" shares were converted into 80,656 "B" shares and 30,812 "D" shares by written resolution. |
| 26. | PENSION COMMITMENTS |
| During the year pension contributions of £75,000 (2024: £98,134) 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). |
| 27. | RELATED PARTY DISCLOSURES |
| Other related parties |
| VES Andover Limited Directors' Retirement Benefit Scheme |
| A scheme in which the directors have an interest. |
| The group of which the company is a member leases two premises from the VES Andover Limited Directors' |
| Retirement Benefit Scheme, one for an annual rental of £160,750 and one, for an annual rental of £56,875. Two of the directors, J R J Peters and N A Peters, are members of the VES Andover Limited Directors' Retirement Benefit Scheme. |
| Ventilating Equipment Supply Holdings |
| Limited (Registered number: 01492290) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 March 2025 |
| 27. | RELATED PARTY DISCLOSURES - continued |
| Key management comprises the directors of the company - see note 8 for details of remuneration paid to directors. |
| 28. | ULTIMATE CONTROLLING PARTY |
| The controlling party is J R J Peters. |
| 29. | CONTINGENT LIABILITIES |
| The Group 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. |
| 30. | FINANCIAL RISK MANAGEMENT |
| The group has exposure to two main areas of risk - liquidity risk and credit risk. |
| Liquidity risk |
| The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The group 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 group has credit facilities available. |
| Credit risk |
| The group may offer credit terms to its customers which allow payment of debt after delivery of the goods or services. The group 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. |